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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.5 Statutory auditors' special report on related party agreements and commitments
301
On February 19, 2015, the Board of directors unanimously (Mr.
Franck Riboud and Mr. Emmanuel Faber abstaining) set your
company's annual financial contribution for 2015 at a maximum of
€3.7 million (the total amount of financial contributions from your
company towards danone.communities for the 2015 fiscal year thus
amounted to €3.6 million).
The Board of directors will make a determination on the amount of
your company's annual financial contribution for the 2016 fiscal year.
2.1.2. Which were not implemented during the past
fiscal year
In addition, we were informed of the following agreements and com-
mitments, already approved by the Shareholders' meeting during
previous fiscal years and which were not implemented during the
past fiscal year.
2.1.2.1. Commitments with respect to the Chairman of the
Board of directors relative to the conditions under which
his employment contract would be resumed following the
expiration of his term of office
Person concerned
Mr. Franck RIBOUD, Chairman of the Board of directors.
Nature, purpose and conditions
On July 21, 2004, the Board of directors (excluding Mr. Franck
Riboud who abstained from voting), on the recommendation of the
Nomination and Compensation Committee, unanimously updated
the conditions under which the employment contract of Mr. Franck
Riboud (which was suspended on August 26, 1994 when he was ap-
pointed as a corporate officer of your company) would be resumed if
his term of office ended, for whatever reason, and established that:
•
the amount of time during which he exercised his duties as a
corporate officer for the benefit of your company will be entirely
taken into account with respect to seniority and his resulting
rights within the framework of his employment contract;
•
your company undertakes to offer him a position involving duties
comparable to those currently exercised by the members of your
company's Executive Committee;
•
the annual compensation that will be paid out to himcannot be less
than the total annual average compensation (gross base salary,
benefits in kind, and bonus of any type) allocated to all members
of the Executive Committee during the 12 months preceding the
resumption of his employment contract; and
•
he will benefit from your company's defined benefit pension plan
based on his seniority as a corporate officer and his seniority
under his employment contract.
2.1.2.2. Commitment concerning the defined benefit pension
plan of Mr. Franck RIBOUD, Chairman of the Board of directors
Person concerned
Mr. Franck RIBOUD, Chairman of the Board of directors
Nature, purpose and conditions
On February 13, 2008, the Board of directors (excluding Mr. Franck
Riboud who abstained from voting) unanimously confirmed your
company's commitment with respect to Mr. Franck Riboud, a cor-
porate officer, relative to the payment of a pension under a defined
benefit pension plan in the form of an annuity (with a reversion
option), calculated based on the following elements:
•
the basis of calculation for the retirement guarantee corresponds
to the average of annual base salaries and bonuses for the last
three entire years of activity within the Group. The length of ser-
vice taken into account would include the period corresponding
to the term of office;
•
in the event of retirement without satisfying the conditions
necessary for obtaining the full rate with respect to the social
security pension, a reduction of 1.25% per quarter between the
age at which the person retired and the age at which he would
have received his full rate social security pension will be applied
to this annuity;
•
the amount of the annuity that would be paid to Mr. Franck
Riboud would correspond to 2% of this calculation base per year
of service (this amount will, however, be capped at 65% of the
calculation base), less the full amount of the retirement rights
vested by Mr. Franck Riboud during his professional life, including
the supplementary pension plan fully funded by your company.
Mr. Franck Riboud is eligible to benefit from this pension plan only
if he was performing his duties within the Group at the time of re-
tirement (it being specified that in the event the person leaves the
Group before reaching the age of 55, all the rights acquired will be
lost, and that in the event such officer is laid off after the age of 55,
the benefit derived from this plan will be preserved, on condition
that the person does not take up a salaried position).
On February 22, 2016, upon renewing the termof office of Mr. Franck
Riboud as Chairman, the Board of directors, acting on the recom-
mendation of the Nomination and Compensation Committee, voted
unanimously (with Mr. Franck Riboud abstaining) to:
•
take due note of existing retirement commitments taken by
your company on behalf of Mr. Franck Riboud, approved by
the Shareholders' meeting of April 29, 2008 and submitted to
shareholders for an advisory opinion as part of the so-called
say on pay resolutions approved by the Shareholders' meetings
of April 29, 2014 and April 29, 2015;
•
observed that in light of his length of service at Danone, Mr. Franck
Riboud had in 2014 reached the ceiling on annuity payments that
he was eligible to receive; and
•
then noted that given the absence of any annual increase in his
conditional rights to a pension during his future term of office,
there was no need to consider performance conditions or submit
these conditional rights to the Shareholders' meeting of April
28, 2016.
2.1.2.3. Commitments with respect to Mr. Emmanuel Faber,
Chief Executive relative to the conditions under which his
employment contract would be resumed of the expiration of his
term of office
Person concerned
Mr. Emmanuel FABER, Chief Executive Officer
Nature, purpose and conditions
On February 13, 2008, the Board of directors (excludingMr. Emmanuel
Faber who abstained fromvoting) unanimously authorized an amend-
ment to your company's employment contract with Mr. Emmanuel
Faber, for the purpose of determining the conditions under which
his employment contract would be resumed (it was suspended when
he was appointed a corporate officer of your company), assuming
that his term of office ends for whatever reason.
This amendment provides that:
•
his entire length of service as a corporate officer on behalf of
your company will be taken into account with respect to seniority
and to his resulting rights within the framework of his employ-
ment contract;
•
your company undertakes to offer him a position involving duties
comparable to those currently exercised by the members of your
company's Executive Committee;