Corporate Governance Refers to Ing, Strictly Speak- Also Forsocietyatlarge
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CORPORATE BOARD OF DIRECTORS Franck Riboud, 51, Emmanuel Faber, 43, Jean Laurent1, 62, Benoît Potier1, 49, Chairman and Chief Executive Vice-President Chairman of the Board, Chairman of Operating Officer Asia-Pacific Calyon SA Management Board, Air Liquide SA GOVERNANCE Jacques Vincent, 61, Richard Goblet d’Alviella1, Hakan Mogren1, 62, Vice Chairman and 58, Chief Executive Officer, Deputy Chairman, Naomasa Tsuritani2, 62, Chief Operating Officer Sofina SA Astra Zeneca Senior Managing Director, Yakult Honsha Bruno Bonnell1, 48, Bernard Hours, 50, Jacques Nahmias1, 59, 1. Independent director. Chairman, Infogrames Executive Vice-President Chairman, 2. Co-opted at the Board Meeting Entertainment Fresh Dairy Products Pétrofrance Chimie SA of 14 February 2007 to replace Hirokatsu Hirano, who resigned. Naomasa Tsuritani will sit on the Michel David-Weill, 74, Christian Laubie1, 68, board until the Annual General Meeting of Shareholders in 2008, Chairman of Supervisory member, Haut Conseil du when Hirokatsu Hirano’s mandate Board, Eurazeo commissariat aux comptes was due to expire. THE DANONE MODEL Corporate governance comprises the rules and procedures adopted by a company to reach its targets, take decisions and exercise its powers. At DANONE, governance is based on a willingness to listen. In recent years the quality of gover- for engagement with all stakeholders imperative defines the core mission nance in big international corporations to drive progress at Group subsidiaries of the Group Risks department, which has come in for increasingly close scru- in areas under their responsibility— combines the Internal Audit and Risk tiny. Highly publicized business failures from labor policies to product quality Management units and reports to the associated with fraud, mismanagement to supplier and client relations—we Group Secretariat General. 6 6 0 and unethical behavior, albeit excep- consider decision-making as a whole. The Group Risks department’s primary 0 0 0 2 tional, have made this a fundamental Thus, good corporate governance cer- responsibility is to monitor all Group 2 E E N concern not only for shareholders but tainly means effective controls to companies and organizations for com- N O O N also for society at large. Strictly speak- ensure proper implementation of deci- pliance with applicable laws and N A A D ing, corporate governance refers to sions. But it should also provide for regulations, as well as with manage- D : : l the rules and procedures adopted to decision-making processes based on ment principles, procedures, policies l 6 7 2 achieve two fundamental goals: com- willingness to listen, on dialog and on and other internally defined require- 2 l l pliance with applicable law and the capacity to look ahead and allow ments. The department also assists regulations, and effective risk control. for a full range of challenges, risks and the Group’s general management and As a result, the concept of corporate opportunities. Board of Directors with the assess- governance is often viewed as practi- ment and ongoing improvement of Franck Riboud and Benoît Potier, cally identical with internal controls EFFECTIVE INTERNAL CONTROL internal control and risk management Chairman of Air Liquide SA, and risk management. Danone takes Good governance is impossible procedures. at the meeting of Group executives a broader view. In keeping with the without mechanisms for effective at Evian in September 2006. principles of our DANONE Way process control and secure operation. This (cont. page 31) >>> 2> <5 2> <1 3> 1/ DANIEL CARASSO Honorary Chairman <4 2/ JEAN LAURENT Activities Chairman of the Board, Calyon SA 3/ BRUNO BONNELL of the Board of Directors Chairman, Infogrames Entertainment 4/ MICHEL DAVID-WEILL In 2006, efforts to enhance the efficiency of Board for the Board of Directors regarding the appointment Chairman of the Supervisory Board, Eurazeo operation continued. The Board met five times during of Directors; preparing deliberations of the Board 5/ CHRISTIAN LAUBIE the year for an average of three hours per meeting. on governance issues; conducting, at their request, Member, Haut Conseil du commissariat aux comptes In addition to recurrent matters such as business assessments of the Board of Directors and the Audit reviews, Group finances, treasury, guarantees and Committee; proposing criteria for all forms of executive endorsements granted, share buybacks and cancellation, compensation; making proposals to the Board and the adoption of financial statements, the Board for the grant of stock options or free allotments Quantitative criteria for other Committee members and Chief Operating Officer, €1,592,980; Emmanuel considered significant acquisitions and divestments to senior executives; proposing the distribution relate to Group budget targets for operating margin Faber, Executive Vice-President Asia-Pacific, €998,084; at various stages of advancement. Following a first self- of Directors’ fees; and, in a general way, drawing up on ordinary business, net ordinary income per Bernard Hours, Executive Vice-President Fresh Dairy assessment in 2004, a number of changes were introduced any recommendations on group compensation share and operating expense. The compensation Products, €1,364,170. in 2005 and a new self-assessment was conducted policies that the Board may ask for. of the Chief Executive Officer and the Chief Operating in 2006. This led to the adoption of revised internal Board Officer is set by the Board of Directors on the basis MANAGEMENT COMPENSATION regulations at the meeting held December 15, 2006. MANAGEMENT COMPENSATION of the recommendations of its Nomination At the end of 2006 the Board of Directors decided Management compensation is made up of a fixed salary and Compensation Committee. Policies governing to create a third governing body, the Social INTERNATIONAL AUDIT COMMITTEE and a variable bonus representing between 40 and 60% compensation of other Executive Committee members Responsibility Committee. Its mission will include The Audit Committee met six times. It reviewed procedures of the total. Bonuses are determined on the basis are reviewed annually by the same Committee. the following tasks: examine the main environment- 6 6 0 adopted for the monitoring and valuation of non-current of business, staff development and individual targets. Total direct and indirect compensation attributed related risks and opportunities facing the Group; 0 0 0 2 2 assets, in particular those relating to home-and-office For all members of the Executive Committee, bonuses to Directors and the 19 members of the Board carry out assessments of the labor policies which E E N deliveries in Europe, progress on Sarbanes Oxley are based on a combination of quantitative business of Directors and Executive Committee for the 2006 the Group conducts; review reporting systems; N O O N compliance, risk monitoring and assessment, approval targets and qualitative assessments of strategy pursued financial year came to €11.4 million. Of this, and ensure the implementation of ethics rules defined N A A D of internal and external audit plans, and policies over the year. In the cases of the Chief Executive €11.1 million was attributed to Executive Committee by the Group. As regards the Group’s investment D : : l for pre-approval of the statutory auditor’s assignments and Chief Operating Officer, the business criteria members in connection with their functions on in social action programs, the Committee’s mission l 8 9 2 2 l other than those for audit purposes. for bonuses are the Group targets for sales, the Committee, an amount including €6 million in is to evaluate their impact both on local communities l operating margin on ordinary business, free cash variable compensation. Other benefits, including and on the Group; to examine how the rules drawn NOMINATION AND COMPENSATION COMMITTEE flow and net ordinary income per share supplementary pension entitlements allocated up by the Group have been implemented in social The Committee met once in 2006, conducting a detailed announced to financial markets. The business criteria to the same members in 2006, totaled €0.6 million. investment and programs; to prevent any conflicts review of all compensation and benefits granted to members used in the calculation of the bonuses of Executive Compensation of each of the four members of interest between social investment and the rest of the Executive Committee. At its meeting on December Committee members in charge of a Business Line are of the Executive Committee who are also members of the Group’s activities; and, more broadly, to prepare 15, the Board of Directors adopted internal regulations based on the Business Line's budget targets for sales, of the Board of Directors was as follows in 2006: and explain the Committee’s work in social investment for the Committee, defining its various assignments. operating income on ordinary business, free cash Franck Riboud, Chairman and Chief Executive Officer, and action programs. In particular, it is charged with drawing up proposals flow and operating margin on ordinary business. €2,579,100; Jacques Vincent, Deputy Chairman Corporate governance 6/ HIROKATSU HIRANO Adviser of the International Business division, Yakult Honsha. Naomasa Tsuritani was o-opted at the Board Meeting of 14 February 2007 to replace Hirokatsu Hirano, who had resi- gned. Naomasa Tsuritani will sit on the board until the 2008 >>> Annual General Meeting, when Hirokatsu Hirano’s mandate was due to expire. The Group Audit Charter