PERNOD-RICARD - URD 2021-22 EN

Corporate governance Structure and operation of the Board of Directors

Board of Directors’ review 2.6.4 The Board of Directors includes on its agenda a regular discussion on its operation at least once a year and focuses in particular on the following areas: a review of its composition, operation and structure; and a check that significant issues are adequately prepared and discussed. In accordance with the AFEP-MEDEF Code and with its Internal Regulations, the Nominations and Governance Committee and the Board have carried out an annual assessment of the operations of the Board and its Committees. In addition, every three years a formalised external review with the support of a specialised consulting firm is carried out. During FY21, a formal assessment of the operations of the Board of Directors and its Committees was carried out with the support of an external firm specialising in governance, which, on the basis of formalised interview guidelines, conducted interviews with each of the Directors.

This year, Ms Patricia Barbizet, Lead Independent Director, conducted an internal assessment of the Board’s operations on the basis of individual interviews with each Director. She presented the results of this assessment to the Nominations and Governance Committee and the Board of Directors. This assessment shows that the Board has continued its positive development and that the recommendations resulting from the formal assessment have been mainly integrated and dealt with by the Board’s management and secretariat. The Directors agreed that the Board currently deals effectively with the subjects presented to it. However, in the interest of constant improvement, the Directors noted that longer-term and more forward-looking subjects could be addressed more often in the Board or Committees.

2.

2.6.5

Roles and activities of the Board of Directors

Main roles

In exercising its legal prerogatives, the Board of Directors, notably: rules on all decisions relating to the major strategic, economic, social and financial directions of the Company and oversees their implementation by Senior Management; deals with any issue relating to the smooth operation of the Company and monitors and controls these issues. In order to do this, it carries out the controls and checks it considers appropriate, including the review of Company management; approves investment projects and any transactions, especially any acquisitions or disposal transactions, that are likely to have a significant effect on the Group’s profits, the structure of its balance sheet or its risk profile; draws up the annual and half-yearly financial statements and prepares the General Meeting; defines the Company’s financial communication policy; checks the quality of the information provided to the shareholders and to the markets; appoints the corporate officers responsible for managing the Company based on the proposition of the Nominations and Governance Committee; defines the compensation policy for the Senior Management based on the recommendations of the Compensation Committee; conducts an annual review of every individual Director prior to publishing the annual report and reports the outcome of this review to the shareholders in order to identify the Independent Directors; and approves the report of the Board on corporate governance and the balanced representation of women and men; on the conditions governing the organisation of the Board’s work; and on the internal control and risk management procedures implemented by the Company.

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Pernod Ricard Universal Registration Document 2021-2022