Decryptage_12-19_baf 24/05/05 14:51 Page 12 > FEBRUARY 10, 2005 At a board meeting at DANONE headquarters in Paris, directors reviewed and approved audited consolidated financial statements for 2004. Decryptage_12-19_baf 24/05/05 14:51 Page 14 > BASICS 014 CE GOVERNAN 1> Corporate 2> 3> governance 4> Broader powers have enhanced the role of 5> DANONE’s Board of Directors as an active contributor to debate shaping important decisions on Group strategy. 2004 in review. There were two main developments in ness was also reviewed, including the corporate governance at DANONE in 2004, July 1 appointment of Thomas Kunz as both reflecting 2003 initiatives giving the Executive Vice-President, Beverages, and Board of Directors more powers and more plans to raise capacity at the Chekhov resources. dairy plant in Russia (see p. 68). Directors The Board was consulted throughout the gained new insights through in-depth year on key projects including acquisitions, presentations including one by Japan’s divestments, projected investments and Yakult Honsha, a world leader in probio- significant restructuring. Its input was round- tics, which signed a strategic agreement ed out at year-end by a self-assessment with Groupe DANONE in January 2004. 1> HIROKATSU HIRANO of Board procedures, with directors eva- Hirokatsu Hirano has represented Yakult 2> CHRISTIAN LAUBIE luating not only the quality of information on the Board of Directors since April 15, 3> RICHARD GOBLET BOARDOFDIRECTORS > RICHARD GOBLET > BENOÎT POTIER they receive, but also Board operating 2004. D’ALVIELLA D’ALVIELLA 47, Chairman of the 4> BRUNO BONNELL methods, and relations with DANONE DANONE’s Board of Directors has 13 members, appointed for three-year renewable 56, Chief Executive Officer, Management Board, Air 5> JACQUES VINCENT management. Results will be analyzed and To learn more about Group operations and terms of office. Seven qualify as independent under the regulations of the New York Sofina SA, independent Liquide SA, independent presented at an upcoming Board meeting. management, Board members took part in Stock Exchange and the recommendations of the Bouton Report. director director DANONE’s Journées d’Evian, a seminar > CHRISTIAN LAUBIE > JACQUES NAHMIAS 2004 activities held in September each year for heads of ON APRIL 22, 2005*, MEMBERS OF THE BOARD OF DIRECTORS WERE: 66, Member, Haut Conseil 47, Chairman and CEO, The Board of Directors met five times in corporate departments and some 160 according to the criteria defined in the du Commissariat aux Pétrofrance Chimie SA 2004. Meetings lasted three hours on managers from business units around the Bouton Report. > FRANCK RIBOUD > HAKAN MOGREN > EMMANUEL FABER Comptes, independent independent director Taverage, with 85% attendance. world. Bernard Hours, 48, joined DANONE (then 49, Chairman and CEO, 60, Deputy Chairman, 41, Executive Vice- director Members addressed ongoing issues inclu- In December 2004, directors also spent a BSN), in 1985 and has been Executive Groupe DANONE AstraZeneca, independent President Finance, ding market trends, Group finances, cash half-day with the Executive Vice-Presidents Vice-President, Fresh Dairy Products since director Strategy and Information > HIROKATSU HIRANO* positions and commitments, progress in the heading business lines, who gave detailed 2001 after heading Danone Hungary, > MICHEL DAVID-WEILL Systems, Groupe DANONE, 67, Adviser of the share buyback and cancellation program, presentations of their business and strategy. Danone Germany and LU France. 72, Chairman, General > BRUNO BONNELL director International Business The Board also has three and financial statements. They also These two new appointments follow the Partner, Maison Lazard, 46, Chairman, Infogrames Division, Yakult Honsha, honorary directors: Daniel analyzed and debated significant acquisi- Two new directors departure of Jérôme Seydoux and Jean director Entertainment SA, > JEAN LAURENT* director Carasso (Honorary independent director 60, CEO, Crédit Agricole, Chairman), Yves Boël and tions and divestments as negotiations Meeting on February 10, 2005, the Board Gandois, both of whom decided to end > JACQUES VINCENT independent director > BERNARD HOURS* Jean-Claude Haas. progressed, among them the sale of co-opted Jean Laurent and proposed that their terms as Groupe DANONE directors 59, Vice Chairman and 48, Executive Vice- Jacob’s biscuits operations in the UK to Bernard Hours be appointed director sub- in 2005. Chief Operating Officer, President, Fresh Dairy * Subject to the approval of the United Biscuits and W&R Jacob Ltd in ject to the approval of the shareholders' Groupe DANONE, director Products, director General Meeting of shareholders Ireland to Fruitfield Foods Ltd, plus meeting on April 22. Audit Committee Italaquae’s bottled-water business in Italy Jean Laurent, 60, is CEO of Crédit Agricole Benoît Potier was appointed head of the Audit to LGR Holding. SA and Chairman of Crédit Lyonnais. Committee, replacing Jean Gandois. Reorganization of DANONE’s water busi- He qualifies as an independent director Age 47, Benoît Potier is chairman ••• DANONE 2004 FOR MORE INFORMATION, see the DANONE 2004 20-F DANONE 2004 Decryptage_12-19_baf 24/05/05 14:51 Page 16 > 017 BASICS CE 5> GOVERNAN 6> 1> <2 <3 ADOPTING the IFR Standards <4 > In July 2002, the European Union adopted a regulation requiring com- panies listed on a regulated market to present financial statements in accordance with International Financial Reporting Standards from January 1, 2005 on. This naturally changes the basis for historical comparisons and the calculation of financial ratios. To take some examples, under IFRS* sales revenues must be stated net of rebates, trade discounts and other considerations granted to retailers, Everything related to ethics goodwill is no longer amortized, and 1> MICHEL DAVID-WEILL stock options must be expensed. In 2> JEAN GANDOIS* is“ fundamentally important” addition, certain balance-sheet items 3> HAKAN MOGREN have to be stated at fair value and the 4> JACQUES NAHMIAS impact of variations in this value 5> BENOÎT POTIER 6> JEAN LAURENT JEAN LAURENT, CEO, Crédit Agricole recognized in the income statement. *Director until 04/22/2005 DANONE began preparing for the What led you to join the DANONE directors should have the independence switch to IFRS in 2003, defining a Board of Directors? to make up their own minds and say what schedule for transition and identifying ••• of the Management Board of Air DANONE of the change to IFRS, including bers were Michel David-Weill (chairman), Jean Laurent > First of all, DANONE is they think in a constructive way, contribu- and calculating the main impacts, as Liquide and has been a director of Groupe procedures for monitoring long-term Jean Gandois and Jérôme Seydoux. a remarkable business. Its achievements ting to the work of the board as a whole. well as making adjustments to infor- DANONE since April 2003. assets and risk. are truly outstanding and its success in I think my experience and knowledge mation systems and organizing training Made up of three independent directors, The Committee played an active role in Appointments Committee winning a leading place on international of business from the point of view of for the staff members concerned. the Audit Committee is charged defining criteria and reviewingcandidates The Appointments Committee is made markets has been exemplary. Then there an international banker will be useful. Transition took definite form in 2004, with analyzing parent company and prior to the selection of a Group auditor, up of three directors and serves in an advi- are the values it stands for, which I As for my role on the Compensation and when two sets of financial statements consolidated financial statements before interviewing short-listed applicants and sory capacity to the Board. wholeheartedly share with its CEO— Appointments Committee, I will be doing were drawn up, one in accordance with approval by the Board of Directors. submitting its recommendation to the Board It met once in 2004. During the year, the trust, transparency, team spirit and what I can to help achieve what it was set IFRS and the other on the basis of It ensures in particular that accounts have of Directors. Committee analyzed proposals on Board the importance of people. I am looking up to do—defining rules of governance French GAAP. From 2005 on, they will been prepared in accordance with Group This was presented to the shareholders for operating procedures and the appointment forward to seeing how DANONE works attuned to the life of the business and appear only in the IFRS format. accounting principles, and checks the approval at the annual General Meeting held of three new directors. from the inside, and not just in figures, favoring the right balance within the * Consolidated financial statements prepared in reliability of internal procedures for on April 15, 2004. At December 31, 2004, committee mem- accordance with IFRS are included in the DANONE 04 balance sheets and so on. I am very Board, as well as the transparency and 20-F and can be accessed at www.danone.com. the collection and verification of data. bers were Michel David-Weill (chairman), honored to take on this new responsibility fairness of compensation. It also examines the methods and results Compensation Committee Benoît Potier and Jérôme Seydoux. in addition to my existing roles as a of internal and external audits, as well Charged with supervising executive member of the Supervisory Boards What do you think are the main corpo- AUDIT COMMITTEE as any special assignments entrusted to compensation policy, the Compensation Merger of Compensation and of M6 and Eurazeo in France, and rate governance issues today? (AT 04/22/2005) Group auditors. Committee is made up of three directors. Appointments Committees as a Director of Banca Intesa in Italy J. L. > Relationships between the boards > Benoît Potier*, Chairman In 2004, the Audit Committee met seven It met three times in 2004 to consider The Board of Directors has voted to merge and Banco Espirito Santo in Portugal.