PERNOD-RICARD - URD 2021-22 EN
2. Corporate governance Governance structure
On 10 November 2021, the Board of Directors authorised the Chairman and CEO, for a period of one year, to grant pledges, sureties or guarantees in the name of the Company up to an overall limit of €100 million, and for an unlimited amount to tax and customs authorities. As authorised by law, the Board of Directors of 27 April 2022 extended this authorisation in order to exclude from the aforementioned threshold the Group’s subsidiaries, for which there is also no limit.
2.4.2
Powers of the Chairman
and CEO As Chairman of the Board of Directors, the Chairman and CEO organises and leads the Board’s work, on which he reports to the General Meeting. He oversees the proper operation of the Company’s managing bodies and ensures, in particular, that the Directors are in a position to fulfil their duties. He can also request any document or information which can be used to help the Board prepare its meetings. As Chief Executive Officer, the Chairman and CEO is granted full powers to act in the name of the Company under any circumstances. He exercises these powers within the limits of the corporate purpose and subject to the powers expressly granted by law to the General Meetings and to the Board, and within the internal limits as defined by the Board of Directors and its Internal Regulations (1) . of the Chairman and CEO For internal purposes, following the decision made by the Board of Directors on 11 February 2015 and in accordance with article 2 of the Board’s Internal Regulations (1) , prior to making a commitment on behalf of the Company, the Chairman and CEO must obtain prior authorisation from the Board of Directors for any significant transactions that fall outside the strategy announced by the Company, as well as the following transactions: carrying out acquisitions, transfers of ownership or disposals of assets and property rights and making investments for an amount exceeding €100 million per transaction; signing any agreements to make investments in, or participate in joint ventures with, any other French or non-French companies, except with an affiliate of Pernod Ricard (as defined in article L. 233-1 of the French Commercial Code); making any investments or taking any shareholding in any company, partnership or investment vehicle, whether established or yet to be established, through subscription or contribution in cash or in kind, through the purchase of shares, ownership rights or other securities, and more generally in any form whatsoever, for an amount above €100 million per transaction; granting loans, credits and advances exceeding €100 million per borrower, except when the borrower is an affiliate of Pernod Ricard (as defined in article L. 233-1 of the French Commercial Code) and with the exception of loans granted for less than one year; borrowing, with or without granting a guarantee on corporate assets, exceeding €200 million in the same financial year, except from affiliates of Pernod Ricard (as defined in article L. 233-1 of the French Commercial Code), for which there is no limit; granting pledges, sureties or guarantees, except with express delegation of authority from the Board of Directors, within the limits provided for by articles L. 225-35 and R. 225-28 of the French Commercial Code; and selling shareholdings with an enterprise value exceeding €100 million. Limitation on the powers 2.4.3
2.4.4
Role, missions and report on the activity of the Lead Independent Director
The Board of Directors’ meeting of 23 January 2019, on the proposition of the Nominations and Governance Committee, created a position of Lead Independent Director and entrusted it to Ms Patricia Barbizet. In accordance with the Internal Regulations (1) of the Board of Directors, the Lead Independent Director performs the following tasks: convenes the Board of Directors at her own initiative or in the absence of the Chairman and CEO; is consulted on the agenda of any Board meetings and may propose any additional items on said agenda; chairs meetings of the Board of Directors in the absence of the Chairman and CEO; leads the process of assessing the functioning of the Board of Directors and reports on this evaluation to the Board; prevents any occurrence of conflict of interest situations; ensures compliance with the rules of the AFEP-MEDEF Code and the Board’s Internal Regulations (1) ; convenes and chairs the Executive Session; ensures that the Directors have the necessary resources to carry out their duties under the best possible conditions, and that they are provided, in a reasonable manner, with the level of information appropriate to the performance of their duties; reviews Shareholders’ requests relating to corporate governance and ensures that they are answered; and meets with the Company’s investors and shareholders. Since taking up her duties, the Lead Independent Director has in particular, along with the Senior Management and the Investor Relations Department, participated in several meetings dedicated to the governance of the Company (roadshows), as well as meeting a large part of the teams of Pernod Ricard and some of its affiliates. She also conducted the annual assessment of the functioning of the Board of Directors on the basis of individual interviews with each Director as set out in paragraph 2.6.4 "Board of Directors’ review" below. The Lead Independent Director reports to the Board of Directors once a year on the performance of her duties. At General Meetings, she may be invited by the Chairman and CEO to report on her activities. It is specified that the loss of independent status would immediately terminate the functions of the Lead Independent Director.
The Internal Regulations can be consulted on the Company’s website (www.pernod-ricard.com). They may be reviewed and amended at any time by the Board of (1) Directors.
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Pernod Ricard Universal Registration Document 2021-2022
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