PERNOD-RICARD - URD 2021-22 EN

2. Corporate governance Structure and operation of the Board of Directors

2.6

Structure and operation of the Board of Directors

The operation of the Board of Directors is set forth in the legal and regulatory provisions, the articles of association (1) and the Board’s Internal Regulations (1) adopted in 2002 and last amended by the Board of Directors during its meeting on 21 April 2021. The Internal Regulations of the Board of Directors specify the rules and operations of the Board, and supplement the relevant laws, regulations and articles of association. In particular, they remind the Directors of the rules on diligence, confidentiality and disclosure of possible conflicts of interest. of Directors It is the responsibility of the Chairman to call meetings of the Board of Directors regularly, or at times that he or she considers appropriate. In order to enable the Board to review and discuss in detail the matters falling within their area of responsibility, the Internal Regulations (1) provide that Board meetings must be held at least six times a year. In particular, the Chairman of the Board of Directors ensures that Board meetings are held to close the interim and annual financial statements and to convene the General Meeting in charge of approving said statements. Board meetings are called by the Chairman. The notice of the Board meeting, sent to the Directors at least eight days before the date of the meeting except in the event of a duly substantiated emergency, must set the agenda and state where Meetings of the Board 2.6.1

the meeting will take place, which will be, in principle, the Company’s registered office. Board meetings may also be held by video conference or teleconference, under the conditions provided for in the applicable regulations and the Internal Regulations (1) . Since FY17, the Directors hold a session at least once a year without the Directors from the Group Top Management (Executive Sessions). The purpose of these Executive Sessions is to assess the operation of the Board of Directors, the performance of the Executive Director, and to review his succession plan. One Executive Session was held in FY22. to the Directors The Directors receive the information they require to fulfil their duty. In accordance with the Internal Regulations, the supporting documents pertaining to matters on the agenda are provided far enough in advance, generally eight days before meetings, to enable them to prepare effectively for each meeting. A Director may ask for explanations or for additional information and, more generally, submit to the Chairman or the Lead Independent Director any request for information or access to information which he or she deems appropriate. Information provided 2.6.2

Directors’ attendance at Board and Committee meetings during FY22 2.6.3 During FY22, the Board of Directors met eight times with an attendance rate of 100%. The average duration of the meetings of the Board of Directors was approximately three hours and thirty minutes.

Nominations and Governance Committee

Board of Directors

Audit Committee

Compensation Committee

Strategic Committee

CSR Committee

Alexandre Ricard Patricia Barbizet Wolfgang Colberg

8/8 8/8 8/8 8/8 8/8 8/8 8/8 8/8 8/8 4/4 8/8 8/8 8/8 5/5 3/3

1/1

4/4

5/5

3/3

5/5

Virginie Fauvel Ian Gallienne

N/A (1)

5/5

1/1

César Giron Anne Lange

4/4 4/4

1/1 1/1 1/1

Philippe Petitcolin Société Paul Ricard (2)

5/5

1/1

Namita Shah (3) Kory Sorenson Veronica Vargas

5/5

5/5

3/3

Directors representing the employees Maria Jesus Carrasco Lopez (4)

1/1

3/3

4/4

Stéphane Emery (5) Brice Thommen (6)

Average attendance rate

100% 100%

100%

100% 100% 100%

Not applicable. N/A: No meeting of the Strategic Committee has been held since 10 November 2021, the date on which Ms Virginie Fauvel was appointed member of the Strategic (1) Committee. Société Paul Ricard was represented until 20 December 2021 by Mr Paul-Charles Ricard and since 21 December 2021 by Ms Patricia Ricard Giron. (2) During FY22, and since the appointment of Ms Namita Shah as Director, four meetings of the Board of Directors and one meeting of the CSR Committee have taken (3) place. One meeting has been held since 27 April 2022, date on which Ms Maria Jesus Carrasco Lopez was appointed member of the Compensation Committee. She was (4) previously a member of the CSR Committee. Five meetings of the Board of Directors and four meetings of the Compensation Committee took place prior to 13 December 2021, the date on which the term of office of (5) Mr Stéphane Emery, as Director representing the employees, ended. Three meetings of the Board of Directors have been held since 13 December 2021, date on which Mr Brice Thommen was appointed by the France Group Committee as (6) Director representing the employees.

The Company’s articles of association can be consulted on the Company’s website (www.pernod-ricard.com). (1)

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Pernod Ricard Universal Registration Document 2021-2022