PERNOD-RICARD - URD 2021-22 EN

Corporate governance Composition of the Board of Directors

The composition of the Board of Directors is diversified and complementary. It is also fully in line with Pernod Ricard’s strategy. The expertise of Board members thus covers in particular the following areas:

Corporate Governance & Compliance

Finance, Audit & M&A

7 members

8 members

- Global approach Ethics Promotion of Pernod Ricard's values -

Innovation, Industry & Consumer Knowledge

General Management & Strategy

5 members

7 members

2.

Digital & Technology

CSR & RH 4 members

3 members

They may also, if they wish, meet with the Directors of the Company’s operational teams, after having informed the Chairman of the Board of Directors. Thus, during FY22, Mr Brice Thommen received specific training.

2.5.3

Selection process for candidates

as Independent Directors In accordance with the AFEP-MEDEF Code’s recommendations, the Nominations and Governance Committee has implemented a selection process for candidates for positions on the Board of Directors in the event of vacancy of any kind or new appointments. The Nominations and Governance Committee formalises the criteria for selecting new Directors with the aim of reaching a balanced representation and complementarity between the different profiles on the Board of Directors. Regarding the determination of the selection criteria, the Nominations and Governance Committee takes into account the Board of Directors’ diversity policy, not only in terms of expertise, but also in terms of independence, gender representation, nationality and seniority, as well as any specific expectations of the Board expressed during the evaluation of its functioning. Once the needs of the Board of Directors have been identified and the selection criteria formalised, the Nominations and Governance Committee, with the support of a firm specialised in the recruitment of Directors, draws up a list of potential candidates. The Committee then organises interviews with the shortlisted candidates to ascertain their independence, availability, motivation and commitment to the Group’s values. Following these interviews and after having reviewed the different profiles, the Nominations and Governance Committee makes its recommendations to the Board of Directors regarding the appointment of one or more candidates. The Board analyses the various profiles that have been submitted and presents the appointment of the final candidates to the General Meeting of Shareholders. In accordance with the Internal Regulations (1) of the Board of Directors, each Director may, if he or she deems it necessary, receive training on the specific features of the Company, its businesses and its business sector at the time of their appointment and throughout their term of office.

2.5.4

Changes in the composition of the Board of Directors

During FY22 The General Meeting of 10 November 2021 renewed, for a period of four years expiring at the end of the General Meeting held in 2025 to approve the financial statements for the previous financial year, the terms of office as Directors of Ms Anne Lange and Ms Veronica Vargas, as well as that of Société Paul Ricard. You are reminded that the permanent representative of Société Paul Ricard was Mr Paul-Charles Ricard until 20 December 2021, when he was replaced by Ms Patricia Ricard Giron. In addition, at the same General Meeting, Ms Namita Shah was appointed as an Independent Director for a term of four years. During FY23 As the terms of office as Directors of Ms Patricia Barbizet and Mr Ian Gallienne expire at the end of the General Meeting of 10 November 2022, this General Meeting will be asked (4 th and 5 th resolutions), in accordance with the recommendations of the Nominations and Governance Committee, to renew their terms of office as Directors for a term of four years expiring at the end of the General Meeting to be held in 2026 to approve the financial statements for the previous financial year. Ms Patricia Barbizet brings her experience as Chief Executive Officer (at Artemis and Christie’s) to the Board, as well as her valuable expertise in the luxury and retail sectors, in corporate governance and CSR. Ian Gallienne notably brings to the Board his experience as a diligent and demanding investor.

The Internal Regulations can be consulted on the Company’s website (www.pernod-ricard.com). They may be reviewed at any time by the Board of Directors. (1)

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Pernod Ricard Universal Registration Document 2021-2022