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To clarify and allow the new governance of Danone to be fully deployed, Phitrust, together with several investors, has filed on the agenda of the AGM of April 26, 2022, a draft resolution concerning a modification regarding the role of the Honorary Chairman by including in the bylaws the conditions of his presence on the Board.
The governance crisis that Danone experienced between the end of 2020 and the beginning of 2021, led to the departure of the CEO and the separation of the executive functions.
During this period, its Board of Directors revealed several weaknesses and dysfunctions, as well as substantive disagreements. The inclusion of an item on the agenda of the 2021 General Meeting - proposed by Phitrust and four other professional investors - has highlighted the importance for shareholders of the Board's proper functioning.
To recover the confidence of its shareholders and all of the company's stakeholders after the revocation of Emmanuel Faber's mandate, the company's Chairman announced in July 2021, the progressive and total renewal of Danone's Board of Directors by the 2023 General Meeting. It was specified at the time that Franck Riboud would remain as Honorary Chairman but would not ask for the renewal of his mandate as director at the General Meeting of April 26, 2022.
An issue remains regarding the role of the Honorary Chairman of the Board. The Board's Internal Rules provide that the Honorary Chairman may attend each of its meetings. His role is therefore similar to that of a Censor, unelected by the shareholders, with the added impact of the influence conferred by his previous functions in the company.
To clarify the governance of the Board of Danone, we suggest the filing of a draft resolution on the agenda of the DANONE General Meeting of April 26, 2022 requesting an amendment to the bylaws regarding the role of the honorary chairman.
"Paragraphs I and III of Article 18 of the Articles of Association shall be completed as follows:
. I. The Board of Directors may appoint, in an honorary capacity, an Honorary Chairman, a natural person and former Chairman of the Board of Directors.
. lII. The Chairman may invite, exceptionally and for good reason, for all or part of a meeting of the Board of Directors, one or more persons, including the Honorary Chairman and the Honorary Vice-Chairmen provided for in the Internal Rules of the Board of Directors. The rules of conduct for Directors defined in the Internal Rules of the Board of Directors shall therefore apply to any invited person, including the Honorary Chairman and the Honorary Vice-Chairmen.”
Shareholders are therefore invited to vote in favor of this resolution requesting at the General Meeting of April 26, 2022 a statutory modification of the role of the Honorary Chairman.