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REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
284
Obligation to retain Company shares resulting from exercises
of stock-options
All corporate officers and other Executive Committee members are
subject to an obligation to retain DANONE shares resulting from
exercises of stock-options. The Chief Executive Officer and the
Chairman of the Board must retain (in registered form) a certain
number of shares resulting from the exercise of options granted
under each stock-option plan approved from January 1, 2007 until
termination of their functions.
The Board of Directors decided (i) that this commitment to retain
a portion of the shares would apply to a number of shares corre-
sponding to 35% of the capital gain upon acquisition, net of tax and
social security contributions, realized on all of the shares resulting
from an exercise of stock-options by the executive concerned under
this plan, and (ii) to make all other Executive Committee members
subject to this obligation to retain shares under the same conditions.
In addition, at the proposal of the Nomination and Compensation
Committee, the Board of Directors, at its meeting on February 14,
2012, decided to add to the current scheme an overall holding
ceiling for shares resulting from shares subject to performance
conditions or from exercises of stock-options, representing the
equivalent in shares of four years of fixed compensation for General
Management and two years of fixed compensation for the other
Executive Committee members.
Moreover, in accordance with the AFEP-MEDEF Code and at the rec-
ommendation of the Nomination and Compensation Committee, the
Board of Directors, at itsmeeting on February 22, 2016, re-examined
and confirmed these obligations to retain shares resulting from the
exercise of stock-options as part of the review of the compensation
of the corporate officers and the renewal of their terms of office.
Contracts, plans and indemnities of the corporate officers
Summary of contracts, plans and indemnities applicable to the corporate officers
Contracts, plans and indemnities applicable to the Group's corporate officers during the year ended December 31, 2015 (information required
by the French Financial Markets Authority recommendation related to disclosures in registration documents on the compensation of
corporate officers – Table 11 of the French Financial Markets Authority nomenclature)
Name
Employment contract
Supplementary
retirement plan
Indemnities or benefits
due or likely to be due as
a result of termination
or change in function
Indemnities relating to a
non-compete clause
Yes
No
Yes
No
Yes
No
Yes
No
Franck RIBOUD
x
x
x
x
Chairman of the Board
Date of first appointment: 1992
Date appointment ends: 2019
(a)
Emmanuel FABER
x
x
x
x
Chief Executive Officer
Date of first appointment: 2002
Date appointment ends: 2019
(a)
(a) Subject to approval by the Shareholders' Meeting of April 28, 2016.
Severance pay of the corporate officers
Severance pay of Mr. Emmanuel FABER
In September 2014, at the time of the separation of the offices of
Chairman of the Board and Chief Executive Officer, Mr. Emmanuel
FABER was named Chief Executive Officer. At that time, the Board,
at the recommendation of the Nomination and Compensation
Committee, replicated the entire severance pay scheme for which
Mr. Emmanuel FABER was already eligible as Deputy General
Manager. The scheme was approved by the Shareholders' Meeting
on April 29, 2015.
As part of the renewal of his term of office as Director and Chief
Executive Officer, at its meeting on February 22, 2016 the Board of
Directors decided, at the recommendation of the Nomination and
Compensation Committee, to leave this scheme unchanged. It will
be submitted to the Shareholders' Meeting for approval on April 28,
2016. Mr. Emmanuel FABER's severance pay has the following
characteristics:
•
the application of stringent performance conditions covers
a five-year period preceding the date on which the corporate
officer's duties end;
•
the amount of the severance pay due in certain cases of termi-
nation of the corporate office (i) is capped at two years of gross
compensation (fixed and variable) and (ii) in the event that it is
paid in addition to the indemnity due in case of termination of
the duties as a salaried employee, is included within a global
cap, also limited to two years of gross compensation (fixed and
variable), applicable to all severance pay paid, as the case may
be, pursuant to the corporate office and the duties as a salaried
employee; and
•
payment of the indemnity is only being applicable in the event
of forced termination, of whatever form, and linked to a change
in control or of strategy.
All information concerning Mr. Emmanuel FABER's severance pay is
provided in section 6.5
Statutory auditors' special report on regulated
agreements and commitments
.