PERNOD-RICARD - URD 2020-21

____ 2. CORPORATE GOVERNANCE STRUCTURE AND OPERATION OF THE COMMITTEES

2.7

Structure and operation of the Committees

Committees of the Board of Directors 2.7.1 The Board of Directors delegates responsibility to its specialised Committees for the preparation of specific topics submitted for its approval. Five Committees handle subjects in the area for which they have been given responsibility and submit their opinions and recommendations to the Board: the Audit Committee; the Nominations and Governance Committee; the Compensation Committee; the Strategic Committee, and the CSR Committee.

2.7.2

Audit Committee

Composition

At 1 September 2021, the Audit Committee comprised: Chairman: Mr Philippe Petitcolin (Independent Director) Members: Mr Wolfgang Colberg (Director) Ms Kory Sorenson (Independent Director)

Two of the three Directors who are members of the Audit Committee are Independent Directors (67%), it being noted that the AFEP-MEDEF Code recommends an independence rate of 67%. The members of the Audit Committee were specifically chosen for their expertise in accounting and finance, based on their academic and professional experience. The Internal Regulations of the Audit Committee were reviewed and adopted at the Board of Directors’ meeting of 8 February 2017. During FY21, the Audit Committee met four times, with an attendance rate of 100%. The main roles of this Committee are the following: reviewing the Group’s draft annual and half-year Parent Company and consolidated financial statements, as well as draft financial press releases, before they are submitted to the Board of Directors; ensuring the appropriateness and consistency of the accounting methods and principles in force, preventing any breach of these rules and ensuring the quality of the information supplied to shareholders; making recommendations, if necessary, to ensure the integrity of the financial reporting process; reviewing work on brand valuations and ensuring the appropriate accounting treatment of complex or unusual transactions at Group level; examining the scope of consolidation and, where appropriate, the reasons why some companies may not be included; assessing the Group’s internal control systems and reviewing internal audit plans and actions; examining the material risks and off-balance sheet commitments and assessing how these are managed by the Company; examining any matter of a financial or accounting nature submitted by the Board of Directors; giving the Board of Directors its opinion or recommendation on the renewal or appointment of the Statutory Auditors, the quality of their work in relation to the statutory audit of the Parent Company and consolidated financial statements and the amounts of their fees, while ensuring compliance with the rules that guarantee the Statutory Auditors’ independence and objectivity (in particular by the approval of non-audit missions); reviewing conclusions and action plans resulting from the controls carried out by the Haut Conseil du Commissariat aux Comptes ; and supervising the procedure for selecting Statutory Auditors. In accordance with its Internal Regulations and in conjunction with the Statutory Auditors and the Consolidation, Treasury and Internal Audit Departments of the Company, the work of the Audit Committee focused primarily on the following issues: review of the main provisions of French and foreign legislation or regulations, reports and commentaries with regard to corporate governance, risk management, internal control and audit matters; review of the interim financial statements at 31 December 2020 during the meeting held on 9 February 2021; review of the consolidated financial statements at 30 June 2021 (reviewed at the meetings held on 24 and 30 August 2021): the Audit Committee met with Management and the Statutory Auditors in order to discuss the financial statements and accounts and their reliability for the whole Group. In particular, it examined the conclusions of the Statutory Auditors and the draft financial reporting presentation; monitoring of the Group’s cash flow and debt; risk management: the Group’s main risks are regularly presented in detail to the Audit Committee (the meetings held on 9 December 2020 and 8 June 2021 were devoted mainly to risk management). At the meeting of 8 June 2021, the updated version of the Group’s risk mapping was presented and discussed in detail, following a complete process involving the entire organisation (affiliates, functions);

Main roles

Main activities in FY21

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PERNOD RICARD UNIVERSAL REGISTRATION DOCUMENT 2020-2021