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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
287
Consequences brought to the shareholders' attention
Accordingly, shareholders are advised that:
•
the collective and contractual nature of the defined benefit plan
is an obstacle to its modification and Danone reaffirms its wish to
respect the contractual obligations that it legitimately assumed;
•
this retirement plan was closed to new beneficiaries as of
December 31, 2003;
•
the size of the potential amounts under this plan in respect of the
Chairman of the Board and the Chief Executive Officer is mainly
a result of their seniority (34 years for Mr. Franck RIBOUD and
18 years for Mr. Emmanuel FABER) and not of using the per-
centage of the basis of calculation per year of seniority, which is
limited to 2% per year for Mr. Franck RIBOUD and between 1.5%
and 3% (see details above) per year for Mr. Emmanuel FABER;
•
all the characteristics of these contractual commitments were
submitted to them for their approval and were approved with a
majority of 95% during a resolution on regulated agreements at
the Shareholders' Meeting held in April 2008, including explicitly
the specific confirmation of this retirement plan; and
•
lastly, the size of the benefit resulting from this collective con-
tractual commitment for the corporate officers concerned has
been taken into account by the Nomination and Compensation
Committee and by the Board of Directors in determining their
overall compensation.
Danone's commitment to the corporate officers and Executive
Committee members with respect to the retirement plan
As of December 31, 2015, the portion of the total amount of Danone's
obligation relating to Danone's corporate officers and Executive
Committee members under this defined benefit retirement plan
amounted to €47 million.
As of December 31, 2015, the estimated amount of the annuity that
would potentially be paid to Messrs. Franck RIBOUD and Emmanuel
FABER would be €1,770,565 and €617,841, respectively. For Mr.
Franck RIBOUD, all the annuities paid under the mandatory and
supplementary retirement plans will be deducted from this potential
amount. For Mr. Emmanuel FABER, this potential amount will be
paid in addition to all the annuities paid under the mandatory and
supplementary plans.
In addition, the corporate officers are eligible for the executives'
supplementary retirement plan (defined contribution retirement plan
set up for executives whose gross annual compensation is greater
than or equal to three times the French social security ceiling). The
contributions for this plan in respect of 2015 amounted to €33,324
for Messrs. Franck RIBOUD and Emmanuel FABER. The plan rules
stipulate that the benefit under this plan will be deducted in full from
any benefit under the defined benefit retirement plan.
Individual compensation of the corporate officers
The table summarizing the elements of compensation of the corporate officers and presented to the shareholders for consultation is
provided in section 8.3
Comments on the resolutions of the Shareholders' Meeting.