Corporate Governance Overview November, 2018 I 1 I
Michel LANDEL Lead Independent Director Since Lead independent Director of Danone’s board April 2018 Appointment at last shareholders’ meeting (April 26, 2018) CEO of Sodexo 2005 2018 Until January 23, 2018 2003 Sodexo Group Deputy General Manager 2005 In charge of North America, the United Kingdom, Ireland and Remote Sites 1984 Senior positions in Sodexo 2003 Africa and North America businesses Laurent Nadia Alison SACCHI BEN SALEM-NICOLAS HUGHES Secretary of Head of Investor General the Board Relations Counsel, Corporate and M&A I 2 I
Danone Danone Remuneration at a glance governance practices I 3 I
Danone Danone Remuneration at a glance governance practices I 4 I
Our shareholders 10 th largest market capitalization in France Institutional Institutional Total shareholder shareholders shareholders composition by geography by investment style 7% 6% 14% 6% 20% 6% 2% 4% 31% 10% 12% 17% 6% 77% 18% 46% 18% Institutional investors Value United States GARP France Individual Shareholders and United Kingdom Index "Fonds Danone" FCPE Switzerland Growth Treasury Shares and Company Germany Hedge Fund related Rest of Europe Trading and Miscellaneous Other Rest of World Source: Nasdaq as of 31 December 2017 I 5 I
Our ambition Lead the way to create and share sustainable value Healthier Responsible Sustainable eating and drinking business stewardship value I 6 I
A €25bn sales, unique 100% health -focused on-trend portfolio > 88% of volumes sold recommended for daily consumption (1) 1996 H1 2018 European food conglomerate Global health-focused portfolio 3% Baby Food 7% Glass Packaging 18% Waters 26% Fresh Dairy 10% Waters Products 53% Essential Dairy 8% Beers & Plant Based 3% Pasta 29% Specialized 5% Sauces Nutrition 20% Biscuits 9% Italian Cheeses Prepared and Frozen Food 9% BSN: GLASS FOOD FOCUS & INTERNATIONALIZATION ACCELERATED INTERNATIONALIZATION WHITEWAVE ACQUISITION: Global leader in organic and plant-based ALMA Europe 38% 40% CIS/Noram 22% 1960’s 1980’s 1996-2007 2008-2014 2016 2018 sales breakdown based on H1 2018 sales figures (1) Refers to water, yogurt and other daily dairy products, baby milks & foods, milks and milk powders, beverages with 0% sugar and medical nutrition. Based on official public health recommendation, these categories are generally suitable for daily consumption. I 7 I
Our strategic roadmap 9 integrated goals for 2030, contributing to the United Nations SDGs I 8 I
Our financial model Delivery and transformation towards long-term sustainable value creation Like-For-Like 4-5% Sales growth DOUBLE-DIGIT Recurring operating >16% margin RECURRING EPS GROWTH <3x ~12% ROIC Net debt/Ebitda at constant exchange rate (1) Consistent excluding Yakult transaction impact recurring EPS growth 2018 guidance 2020 objectives 2022 2030 Goals (1) Excluding IAS 29 accounting treatment I 9 I
Responsible business stewardship Continuously improving first-tier ESG ranking Climate • Water • Forest • I 10 I
Danone Danone Remuneration at a glance governance practices I 11 I
Our governance framework Key corporate governance principles ✓ Independent oversight of management and corporate strategy ✓ Effective Board accountability ✓ Balanced distribution of powers ✓ Diverse and experienced Board leadership ✓ Appropriate Board refreshment I 12 I
Board of Directors at a glance 2017 refreshment towards balance, efficiency, diversity and expertise Changes voted at last AGM on April, 26 th 2018 16 members 57 % independent (1) Emmanuel FABER i Michel LANDEL i Guido BARILLA Frédéric BOUTTEBA Chairman & CEO Lead independent director Board leadership 43 % women Cécile CABANIS Gregg L. ENGLES i Clara GAYMARD i Gaëlle OLIVIER 36 % non-French ~6 years average length of the 16 terms Franck RIBOUD i Benoît POTIER Isabelle SELLIER Jean-Michel SEVERINO Honorary Chairman Increased focus on Consumer expertise i i i Virginia A. STALLINGS Bettina THEISSIG Serpil TIMURAY Lionel ZINSOU-DERLIN Independent Director Mandates ending in 2019 i (1) Directors representing employees are not taken into account in the determination of above percentages I 13 I
Well-suited depth and breadth of Directors skills and qualifications A more diversified Board, focused on Consumer expertise Compensation Responsibility Nomination Committee Committee Committee Committee Strategy Social Audit Board expertise around and Emmanuel FABER Food and beverage industry ▪ C Michel LANDEL Operational management of large companies ▪ Guido BARILLA Frederic BOUTEBBA Governance of listed companies ▪ Cécile CABANIS Experience in emerging markets ▪ Gregg L. ENGLES Clara GAYMARD International experience ▪ Gaëlle OLIVIER C Benoît POTIER Finance / Audit / M&A ▪ Franck RIBOUD Social and environmental responsibility ▪ Isabelle SEILLIER C Jean-Michel SEVERINO Nutrition / Health ▪ Virginia A. STALLINGS C Bettina THEISSIG Serpil TIMURAY Lionel ZINSOU-DERLIN Data post AGM 2018 I 14 I
Governance structure A balanced distribution of powers Lead Independent Board and Chairman Director Committees and CEO In existence since 2013; enhanced 4 committees: Audit, Strategy, Combined role duties, resources and responsibilities Nomination and Compensation, since Dec. 2017 (1) Social Responsibility ▪ Facilitated decision-making, more ▪ Organization of the Board’s work responsive governance ▪ High proportion of independent (notably setting meetings’ agenda) Directors allowing to exercise full ▪ In line with Danone’s tradition and ▪ Relations with Directors (notably during oversight executive sessions) culture ▪ Audit and Nomination and ▪ Involved in Board assessment process Limits on powers for certain decisions and annual performance assessment compensation committees: all to be authorized by the Board independent Directors ▪ Facilitation of governance dialogue with shareholders ▪ Access to all documents and can request external studies (1) As defined in the provisions of the rules of procedure of the Board available on Danone’s website www.danone.com I 15 I
Lead Independent Director 6-month process started in May 2017 ▪ Led by Jean Laurent (LID and Chairman of the Nomination committee) ▪ Supported by Board secretary and external headhunter ▪ Recruiting More than 50 profiles screened according to Board’s key criteria ▪ process - senior international business leader - able to dedicate time - under 67 years old to have the opportunity to be renewed at least once; 10 + leaders approached by the consultant, 4 interviewed (including by Chairman) ▪ In-depth One-to-one in depth meetings with 6 senior board members (including chairmen/women of committees) ▪ onboarding One-to-one 2 hours meetings with every Executive Committee Members ▪ process Site visits (plants, R&D facilities, regional HQs) ▪ Regular meetings with Chairman and Executive Board members ▪ Participation to dialogue with Shareholders ▪ First Participation to setting Board’s agenda ▪ achievements Executive sessions with external Board members ▪ since April 2018 Organization of Board Members’ self -assessment through one-to-one in depth meetings with each Director ▪ Participation to key corporate events: annual general managers meeting (3 days), investor day in London, joint ▪ audit and strategy committee on company risk mapping I 16 I
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