340 / 364
Combined Shareholders' Meeting of April 28, 2016
8.3 Comments on the resolutions of the Shareholders' Meeting
DANONE
REGISTRATION DOCUMENT 2015
340
Concerning the components of compensation due or awarded in respect of the fiscal year ended
December 31, 2015 to Mr. Emmanuel FABER, Chief Executive Officer (15
th
resolution)
The shareholders are asked to issue an opinion on the following
components of the compensation due or awarded to Mr. Emmanuel
FABER, Chief Executive Officer.
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. Emmanuel FABER, Chief Executive Officer, for the fiscal year just ended
Fixed compensation
1,000,000 Given Mr. Emmanuel FABER's new functions, his compensation was reviewed
in its entirety. It takes into account his experience and level of responsibility.
Annual variable compensation
1,240,000 Annual variable compensation is granted subject to performance conditions,
which are calculated on the basis of objective, specific quantitative and qualitative
criteria and determined on the basis of economic, social and managerial
objectives described in the
Principles applicable to annual variable compensation
.
The principles and the calculation of this annual variable compensation are
detailed above.
With respect to the fulfillment assessment of the various annual variable
compensation criteria, see section
2015 annual short-term variable compensation
.
Deferred variable
compensation
Not applicable Danone does not offer any deferred variable compensation to its corporate officers.
Multi-annual variable
compensation (i.e. Group
performance units)
(a)
580,000 A total of 20,000 2015 GPUwere granted toMr. Emmanuel FABER on July 23, 2015.
The general principles and annual targets for GPU granted in 2015 are described
in the sections
General principles of Group performance units
and
Description
of the Group performance units program (multi-annual variable compensation).
Extraordinary compensation
Not applicable Danone has not introduced a system of extraordinary compensation for
corporate officers.
Stock-options, performance
shares (i.e. Group performance
shares) and other long-term
benefits
(b)
Not applicable Not applicable, the most recent grant of stock-options to corporate officers
occurred in November 2009.
2,034,360 A total of 36,000 2015 GPS were granted toMr. Emmanuel FABER on July 23, 2015.
The general principles and annual targets for GPS granted in 2015 are described
in the sections
General principles applicable to Group performance shares
and
Description of the Group performance shares program (long-term variable
compensation).
Directors' 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
No amount due for
the fiscal year just
ended
Severance pay for corporate officers is subject to performance conditions. In
addition, the amount of this pay was capped and the circumstances under which
it is paid out have been limited.
All information on Mr. Emmanuel FABER's severance pay is provided in section
6.5
Statutory auditors' special report on related party agreements and commitments.
(a) Maximum value of GPU granted during the year given the partial fulfillment of the 2015 target, or €29 per GPU.
(b) Represents the estimated value of GPS as of the grant date, in accordance with IFRS 2,
Share-based payment.