PERNOD-RICARD - URD 2021-22 EN

Corporate governance Structure and operations of the Committees

2.7

Structure and operations of the Committees

Committees of the Board of Directors 2.7.1 The Board of Directors delegates responsibility to its specialised Committees for the preparation of specific topics submitted for its approval. Five Committees handle subjects in the area for which they have been given responsibility and submit their opinions and recommendations to the Board: the Audit Committee; the Nominations and Governance Committee; the Compensation Committee; the Strategic Committee, and the CSR Committee.

2.7.2

Audit Committee

2.

Composition

At 31 August 2022, the Audit Committee was composed of: Chairman: Mr Philippe Petitcolin (Independent Director) Members: Mr Wolfgang Colberg (Director) Ms Kory Sorenson (Independent Director)

Two of the three Directors who are members of the Audit Committee are Independent Directors (67%), it being noted that the AFEP-MEDEF Code recommends an independence rate of 67%. The members of the Audit Committee were specifically chosen for their expertise in accounting and finance, based on their academic and professional experience. The Internal Regulations of the Audit Committee were reviewed recently and adopted at the Board of Directors’ meeting of 8 February 2017. During FY22, the Audit Committee met five times, with an attendance rate of 100%. The main roles of this Committee are the following: examining the draft annual and half-yearly separate and consolidated financial statements before their submission to the Board of Directors; ensuring the appropriateness and consistency of the accounting methods and principles in force, preventing any breach of these rules and ensuring the quality of the information supplied to shareholders; making recommendations, if necessary, to ensure the integrity of the financial reporting process; reviewing the appropriate accounting treatment of complex or unusual transactions at Group level; examining the scope of consolidation and, where appropriate, the reasons why some companies may not be included; assessing the Group’s internal control systems and reviewing internal audit plans and actions; examining the material risks and off-balance sheet commitments and assessing how these are managed by the Company; examining any matter of a financial or accounting nature submitted by the Board of Directors; giving the Board of Directors its opinion or recommendation on the renewal or appointment of the Statutory Auditors, the quality of their work in relation to the statutory audit of the annual and consolidated financial statements, and on the amounts of their fees, while ensuring compliance with the rules that guarantee the Statutory Auditors’ independence and objectivity (in particular by the approval of non-audit missions); reviewing conclusions and action plans resulting from the controls carried out by the Haut Conseil du Commissariat aux Comptes; and supervising the procedure for selecting Statutory Auditors.

Main roles

61

Pernod Ricard Universal Registration Document 2021-2022

Made with FlippingBook - Online Brochure Maker