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pleting
its pullout from the Mahou brewery
in Spain and from DS Waters and LP, its
Home and Office Delivery units in the
United States.
To learn more about Group operations
and personnel, Board members took
part in DANONE’s Journées d’Évian, a
seminar held in September each year
the heads of all of the Group businesses
around the world. Directors also spent
a half-day with the Executive Vice-
Presidents of the three business lines in
December.
In late 2004, the Board of Directors voted
to assess its own procedures to improve
efficiency and maximize its contribution
to the Group. Following the arrival of two
new directors in 2005, the Board decided
to perform another self-assessment during
fiscal 2006.
AUDIT COMMITTEE The Audit Committee,
which met nine times in 2005, is
charged with analyzing parent company
and consolidated financial statements
before they are approved by the Board
of Directors (see interview with Benoît
Potier, page 14). It ensures that Group
accounting principles are appropriate
and consistent, particularly where judgments
and estimates are required, and
checks the reliability of internal procedures
for collecting and verifying data.
The Audit Committee also examines the
methods and results of internal and
external audits, as well as special assignments
entrusted to Group auditors.
Finally, it makes recommendations on
auditors’ fees.
In 2005, the Audit Committee focused
in particular on the recently implemented
International Financing Reporting Standards
and their impact on the Group;
procedures for monitoring and valuing
long-term assets, especially Groupe
DANONE’s Home and Office Delivery
business in the United States, Europe
and Canada; progress on compliance
with Sarbanes Oxley; and procedures
for monitoring and assessing risks. The
Committee also approved internal and
external audit plans.
COMPENSATION AND APPOINTMENTS
COMMITTEE By decision of
the Board of Directors, the Compensation
and Appointments committees were
combined on April 22, 2005. The new
Compensation and Appointments Committee
serves the Board in an advisory
capacity, making recommendations on
Board operating procedures, appointment
of new directors, and executive
compensation and stock options.
During the year two new directors joined
Groupe DANONE. Independent director
Jean Laurent, Chairman of Calyon
SA, was co-opted by the Board, and
Bernard Hours, Executive Vice-President,
Fresh Dairy Products division, was
appointed by the shareholders’ meeting
of April 22, 2005.
The Compensation and Appointments
Committee also recommended adoption
of a medium-term variable compensation
plan. Until now, members of
Management Committees for the
Members of the Board of Directors
Franck Riboud, 50, Chairman and
CEO, Groupe DANONE
Jacques Vincent, 60, Vice-Chairman
and Chief Operating Officer, Groupe
DANONE
Bruno Bonnell*, 47, Chairman,
Infogrames Entertainment
Michel David-Weill, 73, Chairman of
the Supervisory Board, Eurazeo
Emmanuel Faber, 42, Executive
Vice-President Asia-Pacific
Richard Goblet d’Alviella*, 57, Chief
Executive Officer, Sofina SA
Hirokatsu Hirano, 68, Adviser of the
International Business Division,
Yakult Honsha
Bernard Hours1, 49, Executive Vice-
President,