PERNOD-RICARD - URD 2021-22 EN

part 2. Corporate governance

2.1

Our Board of Directors

2.8

Compensation report

65

(on 30 June 2022)

38

2.9

Financial authorisations

2.2

Summary of the composition of the Board of Directors

and delegations

90

39

2.10

Share buyback programme

93

2.3

Duties performed by the Directors

40

2.11

Items liable to have an impact in the event of a public offer

2.4

Governance structure

49

96

2.5

Composition of the Board of Directors

51

2.12

General Meetings and attendance

procedures

96

2.6

Structure and operation of the Board

of Directors

58

2.13

Management structure

98

2.7

Structure and operations

of the Committees

61

This section sets out the Board of Directors’ report on corporate governance as required by article L. 225-37 of the French Commercial Code. It describes, in the context of the preparation of the financial statements for FY22, the conditions governing the preparation and organisation of the work performed by the Board of Directors and its Committees, the powers entrusted to the Chairman and CEO, the principles and rules used to determine compensation and other benefits granted to the corporate officers, the compensation policies applicable to the Chairman and CEO and to the corporate officers, in accordance with articles L. 22-10-8 and L. 22-10-9 of the French Commercial Code, as well as other information pursuant to articles L. 22-10-10, L. 22-10-11 and L. 225-37 et seq . of the French Commercial Code. This report was prepared on the basis of the work carried out by several different departments of the Company, in particular the Legal Department, the Group Internal Audit Department and the Human Resources Department. This report was approved by the Board of Directors on 31 August 2022, following the examination by the Board’s Committees of each section relating to their area of competence and was shared with the Statutory Auditors.

37

Pernod Ricard Universal Registration Document 2021-2022