PERNOD-RICARD - URD 2021-22 EN

Corporate governance Structure and operations of the Committees

Main activities in FY22

The main activities of the Nominations and Governance Committee during the financial year included: a review and recommendations to the Board of Directors on its composition and its Committees (appointments, renewals of mandates); annual review of the Board members’ independence (questionnaires sent to each Director, review of the significance of disclosed business relationships, specific criteria related to the passive crossing of the 10% voting rights threshold); annual review of the Group’s Talent Management policy and presentation of the succession plan for the Group Top Management; annual review of Pernod Ricard SA diversity policy and professional and salary equity; monitoring and reporting of the annual self-assessment of the operation of the Board of Directors and its Committees; proposals to improve the operation of the Board of Directors and its Committees; and proposals to improve corporate governance information published in the universal registration document. In FY23, the Committee will continue with the tasks entrusted to it by the Board of Directors. It will not only address any questions relating to the composition of the Board and its Committees and conduct an annual review of the Directors’ independence, but will pursue, led by the Company’s Lead Independent Director, the diversity objectives in terms of skills on the Board of Directors and the robustness of the succession plans at all key levels in the Group. At 31 August 2022, the Compensation Committee comprised: Chairwoman: Ms Kory Sorenson (Independent Director) Members: Mr Ian Gallienne (Independent Director) Ms Patricia Barbizet (Lead Independent Director) Ms Maria Jesus Carrasco Lopez (Director representing the employees) All of the Directors who are members of the Compensation Committee (1) are Independent Directors (100%), it being noted that the AFEP-MEDEF Code recommends an independence rate of 50%. In FY22, the Compensation Committee met five times, with an attendance rate of 100%. The main roles of the Compensation Committee are the following: reviewing and proposing to the Board of Directors the compensation to be paid to the Executive Director(s) as well as provisions relating to their retirement schemes and any other benefits granted to them; proposing rules to this effect and reviewing these on an annual basis to determine the variable portion of the compensation of the Executive Director(s) and ensure that the criteria applied are in line with the Company’s short-, medium- and long-term strategic orientations; recommending to the Board of Directors the total amount of Directors’ fees to be submitted for approval to the General Meeting, as well as how they should be distributed: for duties performed as Board Members, for duties carried out on Committees of the Board Directors; being informed of the compensation policy of the Non-Executive Directors of the Group companies; ensuring that the compensation policy for Non-Executive Directors is consistent with the policy for the Executive Director(s); proposing the general policy for allocation of stock options and performance shares, in particular the terms applicable to the Company’s Executive Directors; and approving the information provided to the shareholders on the compensation of the Executive Director(s) (in particular, the compensation policy and the components of the compensation submitted to the approval of the shareholders under the “Say on Pay” resolutions) and the policy for the allocation of stock options and performance shares. Further details of the work of the Compensation Committee are provided in Subsection 2.8 “Compensation report”. During FY22, the members of the Compensation Committee analysed market practices and trends concerning the compensation of corporate officers, its communication and long-term incentive policies. These studies were in particular carried out as part of the adjustment proposal for the fixed annual compensation and the supplementary pension scheme for the Executive Director.

2.

Outlook for FY23

2.7.4

Compensation Committee

Composition

Main roles

Main activities in FY22

Outlook for FY23 During FY23, the Committee will continue to perform the tasks entrusted to it by the Board of Directors and, in particular, continue to ensure that the compensation policy for corporate officers, and more specifically the Executive Director, is aligned with the corporate interest and contributes to the Company’s strategy and sustainability, while at the same time remaining attractive compared with market practices and aligned with the interests of shareholders. In accordance with the AFEP-MEDEF Code, Directors representing the employees are not taken into account when determining the percentage of (1) Independent Directors on the Board of Directors or its Committees.

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Pernod Ricard Universal Registration Document 2021-2022