PERNOD-RICARD - URD 2020-21

____ 2. CORPORATE GOVERNANCE STRUCTURE AND OPERATION OF THE BOARD OF DIRECTORS

This last review highlights that the Board has continued to improve over the past three years and the recommendations made in 2018 have been implemented. The Board is still gaining maturity and strength, notably thanks to the addition of new and diverse profiles, as well as the open attitude and the sense of control displayed by its Chairman. The culture of the Board has remained stable while continuing to evolve by combining conviviality, commitment, professionalism, goodwill and challenge.

As part of a constructive approach, the specialised external firm made a number of recommendations that the Nominations and Governance Committee and the Board of Directors decided to implement, including: continue to work on the composition of the Board in the medium term in light of the strategic challenges of Pernod Ricard; revisit the organisation of hybrid meetings in order to enhance the experience of all the Directors, especially those who attend online; and take advantage of the new digital format to bring in functional or sectoral experts and Group executives based abroad.

2.6.5

Roles and activities of the Board of Directors

Main roles

In exercising its legal prerogatives, the Board of Directors, notably: rules on all decisions relating to the major strategic, economic, social and financial directions of the Company and oversees their implementation by General Management; deals with any issue relating to the smooth operation of the Company and monitors and controls these issues. In order to do this, it carries out the controls and checks it considers appropriate, including the review of Company management; approves investment projects and any transactions, especially any acquisitions or disposal transactions, that are likely to have a significant effect on the Group’s profits, the structure of its balance sheet or its risk profile; draws up the annual and half-yearly financial statements and prepares the Shareholders’ Meeting; defines the Company’s financial communication policy; checks the quality of the information provided to the shareholders and to the markets; appoints the corporate officers responsible for managing the Company based on the proposition of the Nominations and Governance Committee; defines the compensation policy for the General Management based on the recommendations of the Compensation Committee; conducts an annual review of every individual Director prior to publishing the annual report and reports the outcome of this review to the shareholders in order to identify the Independent Directors; and approves the report of the Board on corporate governance and the balanced representation of women and men; on the conditions governing the organisation of the Board’s work; and on the internal control and risk management procedures implemented by the Company. During FY21, the Directors were regularly informed of developments in the competitive environment, and the operational Senior Management of the main affiliates reported on their organisation, businesses and outlook; in the context of the Covid-19 crisis, the Directors also closely monitored its impact, both from a health point of view and on the Group’s activity, by holding regular discussions with Top Management. The Board of Directors discussed the current state of the business at each of these meetings (operations, results and cash flow) and noted the progress of the Company’s shares and the main ratios for market capitalisation. The Board of Directors approved the annual and half-yearly financial statements and the terms of financial communications, reviewed the budget, prepared the Combined Shareholders’ Meeting and approved the draft resolutions. The Board of Directors devotes a significant part of its agenda to the minutes and discussions related to the work entrusted to the different Committees and their recommendations. The Strategic Committee was in charge of analysing the main possible strategic orientations for the development of the Group and reporting to the Board on its reflections on the subjects related to its duties. On the proposal of the Compensation Committee and in accordance with the recommendations of the AFEP-MEDEF Code, the Board of Directors’ meeting held on 31 August 2021 established the FY22 compensation policy for the Chairman and CEO to be submitted to the approval of the Shareholders’ Meeting (10 th resolution) and evaluated his variable compensation for FY21 without him being present. In accordance with the recommendations of the AFEP-MEDEF Code, Directors held an Executive Session without the Directors from the Group Top Management in attendance. Specific topics discussed during this meeting mainly related to the operations of the Board and its Committees, the performance of the Executive Director, as well as a review of the succession plan. The Board of Directors also examined governance issues, including the composition of the Board of Directors with respect to the recommendations of the AFEP-MEDEF Code notably with regards to the diversity of the Directors’ profiles. The Board of Directors, held on 21 April 2021, carried out an external and formal review of its functioning, with the support of an external consulting firm, the conclusions of which are set out above.

Main activities in FY21

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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021