Danone confirms strategic priorities and strengthens management team

Meeting on December 11, Danone’s Board of Directors chaired by Franck Riboud reviewed the company’s situation and prospects.

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Danone opens trading on Euronext markets, celebrating successful €1.3 billion bond issue

Euronext, the leading exchange in the Eurozone, today congratulated Danone on the success of its dual-tranche €1.3 billion bond issue.

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The Economist Intelligence Unit published a report about best practices within which business are incorporating responsibilities into their operations.

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NEWS

The last issue of our Letter to our Shareholders is online, find here new information for shareholders

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Dannon Teams-Up with NFL Quarterback Cam Newton to launch Oikos® Triple Zero

To answer many consumers’ desire for a protein snack with a stronger nutritional profile, Dannon has created a first-of-its-kind yogurt – new Triple Zero.

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Sales in the third quarter and first nine months of 2014

+6.9% organic growth in the third quarter. Solid underlying trends across all businesses. Full-year targets for 2014 confirmed.

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NEWS

Danone announces plan to close plants in Casale Cremasco (Italy), Hagenow (Germany) and Budapest (Hungary)

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Japan's victory at the Danone Nations Cup

The Danone Nations Cup ended up with the victory of the Japan Team yesterday after a great game against Paraguay!

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Corporate governance

A COLLECTIVE JOURNEY

GOVERNANCE THAT ADDS VALUE

At Danone, governance is an integral part of our corporate structure and operations — a long-term commitment rooted in shared responsibility. It organises the relationships between the various company bodies. Governance includes all of the procedures, rules and structures that are used to ensure the transparency of the company’s operations and the balance of power between shareholders, Directors, executives, employees, suppliers and customers.


Governance is vital to sound management and its role is strategic, ensuring not only regulatory compliance but also the vitality of the business model, its vision and its ambitions. For Danone, governance is based on the implementation of an effective decision-making process, on steering involving all of the company’s stakeholders and on a system of assessment.


It is structured around three basic principles:

  • efficient corporate governance through an expert, independent and diverse Board of Directors,
  • health and nutrition governance that reflects Danone’s priorities and ambitions in these areas, and
  • social governance that firmly places Danone’s social and societal responsibility at the heart of its management and strategy.

THE EXECUTIVE COMMITTEE

Sharing the same vision, driving the same strategy

THE BOARD OF DIRECTORS

A place for exchange and strategic leadership

Danone’s Board of Directors is appointed by the shareholders and consists of 15 members tasked with supervising the management of the company and contributing to its strategic direction. To carry out its mission, the Board of Directors must be expert, independent and diverse in its composition.

As of October 15, 2014:

Independence

A 71% rate of independence: between 2010 and 2014, the Board of Directors’ rate of independence increased from 43% to 71%. Danone rigorously applies all the criteria of the AFEP-MEDEF Code with regard to the independence of its Directors: “a Director is considered to be independent when he/she has no relationship of any type with the Company, its Group or its management that could compromise his/her ability to freely exercise his/her judgment”. Today, the rate of independence of Danone’s Board of Directors is much higher than that recommended by the AFEP-MEDEF Code (which is 50%).

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The ten Independent Directors are:

Bruno Bonnell, Jacques-Antoine Granjon, Richard Goblet d’Alviella, Jean Laurent, Gaëlle Olivier, Benoît Potier, Mouna Sepehri, Jean-Michel Severino, Virginia Stallings and Lionel Zinsou-Derlin.

 

The five Directors who are not considered to be independent are:

Emmanuel Faber in his capacity as CEO of Danone;

Franck Riboud in his capacity as former Chairman and CEO of Danone;

Marie-Anne Jourdain and Bettina Theissig in their capacity as Directors representing Danone's employees;

Isabelle Seillier, an executive with the J.P. Morgan Chase banking group, one of the banks with which the Group regularly does business. Various measures have been put in place to ensure that the Group is able to manage any potential conflict of interest linked to Isabelle Seillier’s responsibilities.

Modification in the Board of Directors'composition as of 29th April 2014

The Board of Directors includes a Lead Independent Director, Mr. Jean LAURENT, who was appointed by the Board of Directors on February 18, 2013 upon recommendation of the Nomination and Compensation Committee

The Board of Directors of February 19, 2014, upon the recommendation of the Nomination and Compensation Committee, also acknowledged the wish of Mr. Jacques Vincent not to seek renewal of his term of of? ce.

In addition, the April 29, 2014 Shareholders’ Meeting approved the appointment of Mrs Gaëlle Olivier and Mr Lionel Zinsou-Derlin as new members of the Board of Directors for the three-year period set forth in the by-laws.

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At its meeting on 18th February 2013, the Board of Directors, following a proposal by the Nomination and Compensation Committee, voted to appoint Jean Laurent as Lead Independent Director, based on his extensive business experience. Formerly Chief Executive Officer of Caisse Nationale du Crédit Agricole, he is a professional board member and also serves as Chairman of the Board of Directors of Foncière des Régions.

A member of Danone’s Board of Directors since February 2005, he has thorough knowledge of the company, its culture, its mission and its Board. He has also served as Chairman of the Nomination and Compensation Committee since 2011 and Chairman of the Social Responsibility Committee since 2007.

DIVERSITY IN THE BOARD OF DIRECTORS' COMPOSITION

 

« DANONE EST UNE ENTREPRISE DYNAMIQUE, PERFORMANTE, QUI A DES POSITIONS LEADERS DANS SES QUATRE MÉTIERS.» MOUNA SEPEHRI, Directeur délégué à la présidence de Renault SAS




« POUR MOI, DANONE EST UNE ENTREPRISE TRÈS FORTE AVEC UNE VRAIE VALEUR D’ENTREPRISE, UNE CULTURE PUISSANTE. » JACQUES-ANTOINE GRANJON, président-directeur général de vente privee.com




« DANONE, COMME SES CONCURRENTS, VA ÊTRE CONFRONTÉ À DE NOUVEAUX DÉFIS. » Virginia A. Stallings, professeur de pédiatrie à l’hôpital pour enfants de Philadelphie

The diverse profiles of Board members guarantee the vitality of the Group’s entrepreneurial culture and its openness towards the world. Danone is maintaining this diversity by increasing the number of women members, appointing younger members and opening up the Board of Directors to more diverse backgrounds.

 

Thus between 2010 and 2014, the number of women on the Board of Directors increased from 7% to 29%, or 4 out of 14 Directors, in accordance with the existing regulations that required all Boards of Directors to have at least 20% female members by 2014.

 

Since 2009, the average age of Board members has dropped by four years and average seniority has been halved. However, as it wishes to maintain diversity, the Board is keen to retain Directors who have both a long history with, and a thorough knowledge of, the Group and its environment.

 

Entrepreneurial culture has profoundly influenced and shaped the Group. We began opening the Board of Directors to independent Directors, mostly figures from the business world, in the early nineties and this has increased over the past years. Their very diverse profiles and backgrounds allow them to bring varied viewpoints and a fresh perspective to Danone’s mission.

EXPERTISE

As of October 15, 2014, the 15 members of the Board of Directors are as follows :

 

3 Specialised Committees:

- The Audit Committee, entirely made up of Independent Directors (Jean-Michel Severino who is the Committee’s Chairman and financial expert, Mouna Sepehri and Richard Goblet d’Alviella). Its main task is to monitor the accounting process and the effectiveness of the internal control and risk-management systems.

 

- The Nomination and Compensation Committee, entirely made up of Independent Directors (Jean Laurent who is the Chairman, Benoît Potier and Richard Goblet d’Alviella). Its main role is to define and conduct appointment procedures for members of the Board of Directors and compensation for executive directors and officers. It also assesses the operation of the Social Responsibility Committee, the Audit Committee and the Board of Directors.

 

- The Social Responsibility Committee (Jean Laurent, Chairman, Bruno Bonnell, Jean-Michel Severino and Emmanuel Faber), created in 2007. This committee is tasked with reviewing the company’s social policies, reporting, and societal, environmental and ethical steering. In the area of societal investments, it assesses their impact, ensures the application of the rules established by Danone and prevents potential conflicts of interest linked to the relationship between these investments and the Group’s other activities.

 

 


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