PERNOD-RICARD - URD 2020-21
____ 2. CORPORATE GOVERNANCE STRUCTURE AND OPERATION OF THE BOARD OF DIRECTORS
Information provided to the Directors 2.6.2 The Directors receive the information they require to fulfil their duty. In accordance with the Internal Regulations, the supporting documents pertaining to matters on the agenda are provided far enough in advance to enable them to prepare effectively for each meeting.
A Director may ask for explanations or for additional information and, more generally, submit to the Chairman or the Lead Independent Director any request for information or access to information which he or she deems appropriate.
Directors’ attendance at Board and Committee meetings during FY21 2.6.3 During FY21, the Board of Directors met nine times with an attendance rate of 100%. The average duration of the meetings of the Board of Directors was approximately four hours.
Nominations and Governance Committee
Board of Directors
Audit Committee
Compensation Committee
Strategic Committee
CSR Committee
Alexandre Ricard
9/9
2/2
Patricia Barbizet (1)
9/9
4/4
6/6
1/1
Esther Berrozpe Galindo (2)
5/5
Wolfgang Colberg (3)
9/9
4/4
2/2
1/1
Virginie Fauvel (4)
5/5
Ian Gallienne
9/9
6/6
2/2
César Giron (5)
9/9
4/4
1/1
Anne Lange (6)
9/9
2/2
2/2
Philippe Petitcolin (7) (8)
9/9
4/4
4/4
1/1
Gilles Samyn (9)
4/4
1/1
Société Paul Ricard (7) (represented by Paul-Charles Ricard)
9/9
1/1
Kory Sorenson
9/9
4/4
6/6
Veronica Vargas (10)
9/9
1/1
Director representing the employees Maria Jesus Carrasco Lopez
9/9
Stéphane Emery
9/9
5/6
Chairwoman of the CSR Committee from 27.11.2020, date of its creation. (1) Five meetings of the Board of Directors took place prior to 22.12.2020, the date of her resignation. (2) One meeting of the Strategic Committee and two meetings of the Nominations and Governance Committee took place prior to 27.11.2020, the date of the end (3) of his terms of office as a member of these two Committees. During FY21, and since the appointment of Virginie Fauvel as Director, five meetings of the Board of Directors were held. (4) One meeting of the Strategic Committee was held prior to 27.11.2020, the date of the end of his term of office as a member of this Committee. (5) Two meetings have been held since 27.11.2020, the date of Anne Lange’s appointment to the Nominations and Governance Committee. (6) One meeting has been held since the appointment as members of the Strategic Committee of Philippe Petitcolin and Société Paul Ricard represented (7) by Paul-Charles Ricard. Four meetings of the Compensation Committee took place prior to 27.11.2020, the date of the end of his term as a member of this Committee. (8) Four meetings of the Board of Directors and one meeting of the Audit Committee took place prior to 27.11.2020, the date of his resignation. (9) Member of the CSR Committee from 27.11.2020, date of its creation. (10)
Board of Directors’ review 2.6.4 The Board of Directors includes on its agenda a regular discussion on its operation at least once a year and focuses in particular on the following areas: a review of its composition, operation and structure; and a check that significant issues are adequately prepared and discussed.
In accordance with the AFEP-MEDEF Code and with its Internal Regulations, the Nominations and Governance Committee and the Board have carried out an assessment of their operations. In addition, every three years a formalised external review with the support of a specialised consulting firm is carried out. Since the last triennial external reviewed was performed in FY18, the Board performed a formalised review of its operation and that of its Committees during the fiscal year with the help of an external consultant specialised in corporate governance issues, who conducted individual interviews of each Director.
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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021
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