6.1 GOVERNANCE BODIES 208 6.4 DETAILED INFORMATION ON LONG-TERM Board of Directors 209 AND MULTI-ANNUAL COMPENSATION PLANS 260 Audit Committee 220 Group Performance Shares 260 Nomination and Compensation Committee 222 Former stock-option plans (situation at December 31, 2017) 275 Social Responsibility Committee 223 Group Performance Units 276 Strategy Committee 225 Executive Committee 225 6.5 DANONE SHARES HELD BY THE BOARD OF Application of the AFEP-MEDEF Corporate Governance Code DIRECTORS AND EXECUTIVE COMMITTEE MEMBERS 280 for listed companies 226 Number of DANONE shares held by the Board members and the Executive Committee members 6.2 POSITIONS AND RESPONSIBILITIES (which includes 1 Director) 280 OF THE DIRECTORS AND NOMINEES Transactions on DANONE shares 281 TO THE BOARD OF DIRECTORS 228 6.6 RELATED PARTY AGREEMENTS 6.3 COMPENSATION AND BENEFITS AND COMMITMENTS 281 OF GOVERNANCE BODIES 240 Statutory auditors’ special report on related party agreements Compensation policy for corporate officers 240 and commitments 281 Compensation and benefits granted to corporate officers for 2017 Agreements and commitments submitted for approval by the and compensation principles for 2018 244 Shareholders’ Meeting 281 Other compensation and benefits to which corporate officers are entitled 253 Agreements and commitments already approved by the Shareholders’ Meeting 282 Compensation of the other Board members 258 6 CORPORATE GOVERNANCE 6 corporate governance 6.1 Governance bodies In accordance with Article L. 225-37 of the French commercial code, this section on Corporate Governance includes the Board’s report on cor- porate governance, the composition of the Board of Directors and the conditions for the preparation and organization of its work (section 6.1 Governance bodies). In accordance with Article L. 225-4 of the French commercial code, the Company declares that it refers to the Corporate Governance Code for listed companies revised in November 2016 (the AFEP-MEDEF Code). This report, which is based on feedback from the dialog with our shareholders at the Shareholders’ Meeting, was prepared after work completed notably by the Legal Department, working closely with the Human Resources Department, the Finance Department and the Internal Control Department. It was first presented to the Nomination and Compensation Committee on February 2, 2018 and was then approved by the Board of Directors on February 15, 2018. 6.1 GOVERNANCE BODIES Contents Board of Directors 209 Nomination and Compensation Committee 222 Composition and organization of the Board of Directors 209 Composition as of December 31, 2017 222 Rules applicable to the composition, organization and Rules of procedures 222 governance of the Board of Directors 212 Work 223 Change in the composition of the Board of Directors proposed to the Shareholders’ Meeting of April 26, 2018 214 Social Responsibility Committee 223 Rules applicable to the operation of the Board of Directors 215 Composition as of December 31, 2017 223 Operation during the fiscal year 216 Rules of procedure 223 Work 219 Work 224 Assessment 220 Strategy Committee 225 Audit Committee 220 Composition as of December 31, 2017 225 Composition as of December 31, 2017 220 Rules of procedures 225 Rules of procedure 220 Work 225 Work 221 Executive Committee 225 Role 225 Composition as of March 1, 2018: 7 members 225 Application of the AFEP-MEDEF Corporate Governance Code for listed companies 226 208 DANONE REGISTRATION DOCUMENT 2017 corporate governance 6.1 Governance bodies BOARD OF DIRECTORS Composition and organization of the Board of Directors Composition as of December 31, 2017: 16 Directors Starting date of Expiration date of Name Gender Age Primary function Director’s term Director’s term(a) Franck RIBOUD Male 62 Director / Honorary Chairman of Danone 1992 2019 Chairman and Chief Executive Emmanuel FABER Male 54 Officer of Danone 2002 2019 Frédéric BOUTEBBA Male 50 Director representing employees 2016 2020 Co-founder and Chief Executive Officer Clara GAYMARD (b) Female 58 of Raise and President of Women’s Forum 2016 2019 Chairman and Chief Executive Officer Jacques-Antoine GRANJON (b) Male 55 of vente-privee.com 2012 2018 Chairman of the Board of Directors Jean LAURENT (b) Male 73 of Foncière des Régions 2005 2018 Founder and partner of Capitol Gregg L. ENGLES Male 61 Peak Partners 2017 2020 Member of the Management Committee of the AXA Group and Chair and Chief Gaëlle OLIVIER (b) Female 46 Executive Officer of AXA GLOBAL P&C (d) 2014 2020 Chairman and Chief Executive Officer Benoît POTIER (b) Male 60 of Air Liquide SA 2003 2021 (c) Vice-President of Investment Banking at J.P. Morgan for Europe, the Middle East Isabelle SEILLIER Female 58 and Africa 2011 2020 Executive Vice-President Office of the CEO and Member of the Executive Committee Mouna SEPEHRI (b) Female 54 of Renault SAS 2012 2018 Jean-Michel SEVERINO (b) Male 60 Head of I&P SARL 2011 2020 Professor of Pediatrics at the Children’s Virginia A. STALLINGS (b) Female 67 Hospital of Philadelphia 2012 2021 (c) Bettina THEISSIG Female 55 Director representing employees 2014 2020 Member of the Executive Committee Serpil TIMURAY (b) Female 48 of the Vodafone group 2015 2021 (c) Vice-Chairman of the Supervisory Board Lionel ZINSOU-DERLIN (b) Male 63 of PAI Partners SAS 2014 2020 (a) Date of the Shareholders’ Meeting. 6 (b) Independent Director (see section Review of Directors’ Independence hereafter). (c) Provided his/her term of office is renewed by the Shareholders’ Meeting of April 26, 2018. (d) Until November 15, 2017. Lead Independent Director Honorary Chairman In accordance with its rules of procedure, the Board of Directors The Board of Directors decided to appoint Mr. Franck RIBOUD as includes a Lead Independent Director, Mr. Jean LAURENT. In light Honorary Chairman in recognition of his invaluable contribution of his decision to not seek renewal of his term of office, the Board to the Board’s work. In this capacity, he may, at the request of the of Directors proposes that the shareholders appoint Mr. Michel Chairman and Chief Executive Officer, be called upon to share his LANDEL as Director to serve as Lead Independent Director upon his experience and speak to Danone’s teams. He may also be asked to appointment by the Shareholders’ Meeting. The Lead Independent represent Danone, particularly among its long-time partners, and Director’s powers were enhanced to ensure a balance among the take part in major corporate events. various governance bodies (see hereafter section Lead Independent Honorary Vice-Chairman Director). The Board of Directors also includes an honorary Vice-Chairman of Employee representatives the Board of Directors, Mr. Michel DAVID WEILL, who was appointed Pursuant to Act No. 2013-504 of June 14, 2013 and the Company’s to this function following the Shareholders’ Meeting in 2011 and by-laws, two Directors representing employees sit on the Board, serves in an advisory capacity. one appointed by the Works Council and the other by the European Works Council. In addition, a member of the Works Council par- ticipates in Board of Directors’ meetings in an advisory capacity. DANONE REGISTRATION DOCUMENT 2017 209 corporate governance 6.1 Governance bodies Governance structure This governance structure, subject to the rules of procedure of the Board and its Committees, therefore provides the necessary Offices of Chairman of the Board of Directors and Chief safeguards to ensure compliance with best governance practices Executive Officer combined since December 1, 2017 as part of a return to a unified management approach. In 2014, the offices of Chairman of the Board of Directors and Chief Executive Officer were separated to ensure the successful transition Enhancement of the powers of the Lead Independent Director between Mr. Franck RIBOUD and Mr. Emmanuel FABER as head of On December 14, 2017, the Board decided to implement a more Danone. The chairmanship with enhanced duties was put in place balanced distribution of powers. It therefore amended the provisions for a period that was to expire before the end of 2017. of the rules of procedure by expanding the duties, resources and responsibilities of the Lead Independent Director, particularly as At the end of this smooth, seamless and effective transition, the regards setting the agenda for Board meetings and facilitating the Nomination and Compensation Committee and the Board of Directors dialog with shareholders (see hereafter section Lead Independent held discussions to identify the most appropriate governance structure. Director). Upon recommendation of the Nomination and Compensation Independence and powers of the Board and Committees Committee, on October 18, 2017 the Board of Directors unani- The composition of the Board of Directors contributes to the balance mously decided to end the chairmanship with enhanced duties and of powers, particularly with the high proportion of Independent to approve in principle the combination of the offices of Chairman Directors, which allows the Board to exercise full oversight of of the Board of Directors and Chief Executive Officer by appointing the Chief Executive Officer. All the Committees are chaired by Mr. Emmanuel FABER as Chairman and Chief Executive Officer as Independent Directors. All the members of the Audit Committee of December 1, 2017. and the Nomination and Compensation Committee are Independent The Board believed that this governance structure was the most Directors. The full involvement of the Directors in the work of the appropriate