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Combined Shareholders' Meeting of April 28, 2016
8.3 Comments on the resolutions of the Shareholders' Meeting
DANONE
REGISTRATION DOCUMENT 2015
339
Concerning the components of compensation due or awarded in respect of the fiscal year ended
December 31, 2015 to Mr. Franck RIBOUD, Chairman of the Board of Directors (14
th
resolution)
The shareholders are asked to issue an opinion on the following components of compensation due or awarded to Mr. Franck RIBOUD,
Chairman of the Board of Directors for the fiscal year just ended.
The sections referenced in the following table are those in section 6.3
Compensation and benefits for corporate officers and governance bodies.
(in €)
Amount or value for
accounting purposes
submitted to a vote at
the 2016 Shareholders'
Meeting
Presentation
Components of compensation owed or granted to Mr. Franck RIBOUD, Chairman of the Board of Directors, for the fiscal year just ended
Fixed compensation
2,000,000 The amount of his compensation was determined on the basis of the expand-
ed scope of the Chairman's duties assumed by Mr. Franck RIBOUD and the
exemplary and particularly smooth nature of the transition currently under
way. This transition phase is scheduled for completion in the course of 2017, at
which point Mr. Franck RIBOUD will then continue his functions by exercising
the traditional role of a Chairman of the Board.
With regard to the complementary tasks entrusted to Mr. Franck RIBOUD, he
chairs and leads the Strategy Committee, ensures compliance with the values
of Danone and its culture, may represent Danone in its high-level relations (at
the request of the Chief Executive Officer) on a national and international level,
may be consulted on any significant events concerning Danone's strategy and
participates in internal meetings with managers and teams (see section on
Details of annual compensation and benefits due and paid to corporate officers
).
Annual variable compensation
Not applicable Mr. Franck RIBOUD does not receive any annual variable compensation.
Deferred variable
compensation
Not applicable Danone does not offer any deferred variable compensation to corporate officers.
Multi-annual variable compen-
sation (
i.e
. Group performance
units)
Not applicable Mr. Franck RIBOUD does not receive any GPU.
Extraordinary compensation
Not applicable Danone has not introduced a system of extraordinary compensation for cor-
porate officers.
Stock options, performance
shares (
i.e.
Group performance
shares) and other long-term
compensation
Not applicable Not applicable, he most recent grant of stock-options to corporate officers
occurred in November 2009.
Not applicable Mr. Franck RIBOUD does not receive any GPS.
Director's attendance fees
Not applicable Directors who are also members of the Executive Committee and/or corporate
officers do not receive attendance fees.
Value of benefits of any kind
4,620 Benefits in kind correspond to the Company's pool of cars and drivers.
Components of compensation due or awarded in respect of the fiscal year just ended and which are or were voted on by the Shareholders'
Meeting under the procedure for regulated agreements and commitments
Severance pay
Not applicable As part of his new duties, Mr. Franck RIBOUD waived his severance pay benefit
as a corporate officer.
It should be noted that Mr. Franck RIBOUD also benefits from severance pay
as part of his suspended employment contract (for more details, see section
on
Suspension of the employment contract of corporate officers
).
Non-compete indemnity
Not applicable A non-compete clause does not apply to Mr. Franck RIBOUD.
Supplementary retirement
plan
No amount due for
the fiscal year just
ended
Corporate officers are covered by the defined benefit retirement plan set up
for certain executives classified as Group Senior Managers (125 persons still
benefit from this plan). This retirement plan was closed to any new beneficiaries
as of December 31, 2003.
Since 2014, Mr. Franck RIBOUD's retirement benefits have been capped. Mr.
Franck RIBOUD's potential future benefits can no longer increase through his
new term, as such, the French law No. 2015-990 of August 6, 2015 (Macron law)
does not apply to him. It is reminded that Mr. Franck RIBOUD's supplementary
retirement plan was approved by the Shareholders' Meeting of April 29, 2008 in
its 14
th
resolution. Eligibility for this plan is subject to the conditions described
in the section
Obligations relative to executives' supplementary retirement plans
.