Pernod Ricard at a glance | 4 |
1. Extracts from the Integrated Annual Report | 7 |
Message from the Chairman & Chief Executive Officer | 8 |
Our history | 10 |
Our decentralised organisation | 12 |
Our Mindset, our purpose | 14 |
Our brand portfolio | 16 |
Our strategy ‘Transform & Accelerate’ | 18 |
Our S&R roadmap | 20 |
Progress so far | 22 |
Our Board of Directors | 24 |
Our Executive Board & Executive Committee | 26 |
Our value creation model | 28 |
Our key financial figures | 30 |
Our key non-financial figures | 31 |
2. Corporate Governance | 33 |
Report of the Board of Directors on corporate governance | 34 |
2.1 Composition of the Board of Directors on 30 June 2020 | 34 |
2.2 Overview of the composition of the Board of Directors and its Committees | 35 |
2.3 Duties performed by the Directors | 36 |
2.4 Governance Structure | 45 |
2.5 Composition of the Board of Directors | 46 |
2.6 Structure and operation of the Board of Directors | 52 |
2.7 Structure and operation of the Committees | 55 |
2.8 Compensation policy | 58 |
2.9 Financial authorisations and delegations | 79 |
2.10 Share buyback programme | 81 |
2.11 Items liable to have an impact in the event of a public offer | 83 |
2.12 Shareholders’ Meetings and attendance procedures | 84 |
2.13 Management structure | 85 |
3. Sustainability & Responsibility | 87 |
3.1 Pernod Ricard brings good times from a good place | 88 |
3.1.1 A strategy centred around a vision: “Créateurs de convivialité” | 88 |
3.1.2 A robust governance structure | 89 |
3.2 The main sustainaibility risks and opportunities | 90 |
3.2.1 Presentation of the methodology | 90 |
3.2.2 The eight risks and opportunities identified | 90 |
3.3 The four pillars of the good times from a good place roadmap | 93 |
3.3.1 Nurturing Terroir | 93 |
3.3.2 Valuing People | 96 |
3.3.3 Circular Making | 103 |
3.3.4 Responsible Hosting | 114 |
3.4 Ethics & compliance | 116 |
3.4.1 The Group’s ethical practices | 116 |
3.4.2 Presentation and implementation of the Devoir de Vigilance | 118 |
3.5 Reference table for the United Nations Sustainable Development Goals (SDGs) | 121 |
3.6 Methodology note and third-party verification | 122 |
3.6.1 Methodology note relating to non-financial reporting | 122 |
3.6.2 Statutory Auditors' Report | 125 |
4. Risk Management | 129 |
4.1 Internal control and risk management | 130 |
4.1.1 Definition of internal control | 130 |
4.1.2 Description of the internal control environment | 130 |
4.2 Risk factors | 132 |
4.2.1 Impact of the Covid-19 pandemic on Pernod Ricard’s key risk factors and outlook | 133 |
4.2.2 Description of key risk factors | 134 |
4.3 Insurance and risk coverage | 150 |
4.3.1 Insurance policies | 150 |
4.3.2 Coverage | 150 |
4.3.3 Resources provided by the Group to manage the consequences of a claim, especially in the case of an industrial accident | 151 |
4.4 Risks and disputes: provisioning procedure | 151 |
4.5 Financial and accounting information | 151 |
4.5.1 Preparation of the Group’s consolidated financial statements | 151 |
4.5.2 Preparation of Pernod Ricard’s parent company financial statements | 151 |
5. Management Report | 153 |
5.1 Key figures from the consolidated financial statements for the year ended 30 June 2020 | 154 |
5.1.1 Income statement | 154 |
5.1.2 Balance sheet | 154 |
5.1.3 Net financial debt | 155 |
5.1.4 Cash flow statement | 155 |
5.2 Analysis of business activity and results | 155 |
5.2.1 Presentation of results | 156 |
5.2.2 Organic net sales growth of Strategic International Brands | 157 |
5.2.3 Contribution after advertising & promotion costs | 158 |
5.2.4 Profit from recurring operations | 158 |
5.2.5 Financial income/expense from recurring operations | 158 |
5.2.6 Group net profit from recurring operations | 158 |
5.2.7 Group net profit | 158 |
5.3 Net debt | 159 |
5.4 Outlook | 159 |
5.5 Definitions and reconciliation of alternative performance indicators with IFRS indicators | 160 |
5.5.1 Organic growth | 160 |
5.5.2 Free Cash Flow | 160 |
5.5.3 “Recurring” indicators | 160 |
5.5.4 Net debt | 160 |
5.5.5 EBITDA | 160 |
5.6 Material contracts | 160 |
5.6.1 Significant contracts not related to financing | 160 |
5.6.2 Financing contracts | 161 |
6. Consolidated Financial Statements | 165 |
6.1 Consolidated income statement | 166 |
6.2 Consolidated statement of comprehensive income | 167 |
6.3 Consolidated balance sheet | 168 |
6.4 Changes in consolidated shareholders’ equity | 170 |
6.5 Consolidated cash flow statement | 171 |
6.6 Notes to the consolidated financial statements | 172 |
6.7 Statutory auditors’ report on the consolidated financial statements | 220 |
7. Pernod Ricard SA Financial Statements | 225 |
7.1 Pernod Ricard SA income statement | 226 |
For the financial years ended 30 June 2019 and 30 June 2020 | 226 |
7.2 Pernod Ricard SA balance sheet | 227 |
For the financial years ended 30 June 2019 and 30 June 2020 | 227 |
7.3 Pernod Ricard SA cash flow statement | 229 |
For the financial years ended 30 June 2019 and 30 June 2020 | 229 |
7.4 Analysis of Pernod Ricard SA results and balance sheet | 230 |
7.4.1 Relations between the Parent Company and its affiliates | 230 |
7.4.2 Income statement and balance sheet as at 30 June 2020 | 230 |
7.5 Notes to the Pernod Ricard SA financial statements | 232 |
7.6 Other items relating to the financial statements | 244 |
7.7 Financial results over the last five financial years | 246 |
7.8 Dividends paid over the last five financial years | 246 |
7.9 Inventory of marketable securities | 247 |
7.10 Statutory Auditors’ report on the financial statements | 248 |
7.11 Statutory Auditors’ special report on regulated agreements | 251 |
8. Combined Shareholders’ Meeting | 253 |
8.1 Agenda – Combined Shareholders’ Meeting on 27 November 2020 | 254 |
8.1.1 Item on the agenda presented at the Extraordinary Shareholders’ Meeting | 254 |
8.1.2 Items on the agenda presented at the Ordinary Shareholders’ Meeting | 254 |
8.1.3 Items on the agenda presented at the Extraordinary Shareholders’ Meeting | 254 |
8.2 Presentation of the resolutions of the Combined Shareholders’ Meeting on 27 November 2020 | 255 |
8.2.1 Resolution presented at the Extraordinary Shareholders’ Meeting | 255 |
8.2.2 Resolutions presented at the Ordinary Shareholders’ Meeting | 255 |
8.2.3 Resolutions presented at the Extraordinary Shareholders’ Meeting | 257 |
8.3 Draft resolutions of the Combined Shareholders’ Meeting on 27 November 2020 | 259 |
8.3.1 Resolution presented at the Extraordinary Shareholders’ Meeting | 259 |
8.3.2 Resolutions presented at the Ordinary Shareholders’ Meeting | 259 |
8.3.3 Resolutions presented at the Extraordinary Shareholders’ Meeting | 263 |
8.4 Statutory Auditors’ report on the issuance of ordinary shares or securities conferring entitlement to share capital, reserved for members of company saving plans | 267 |
8.5 Statutory Auditors’ report on the issuance of ordinary shares or securities conferring entitlement to share capital, with cancellation of preferential subscription rights | 268 |
9. About the company and its Share Capital | 269 |
9.1 Information about Pernod Ricard | 270 |
9.1.1 Company name and trading name | 270 |
9.1.2 Registered office and website | 270 |
9.1.3 Legal form | 270 |
9.1.4 Applicable law | 270 |
9.1.5 Date of formation and duration | 270 |
9.1.6 Corporate purpose | 270 |
9.1.7 RCS registration number, NAF business activity code and LEI code | 270 |
9.1.8 Financial year | 271 |
9.1.9 Entitlement to dividends – Entitlement to share in the issuer’s profits | 271 |
9.1.10 Changes in the share capital and the rights attached to shares | 271 |
9.1.11 The Statutory Auditors | 271 |
9.2 Information about the share capital | 272 |
9.2.1 Amount of paid-up capital at 30 June 2020 | 272 |
9.2.2 Shares not representing capital | 272 |
9.2.3 Contingent share capital | 272 |
9.2.4 Changes in the share capital over the last five years | 273 |
9.2.5 Changes in voting rights over the last five years | 273 |
9.2.6 Allocation of share capital and voting rights on 30 June 2020 | 274 |
9.2.7 Stock market information on Pernod Ricard shares | 277 |
9.2.8 Other legal information | 277 |
10. Additional Information in the Universal Registration Document | 279 |
10.1 Persons responsible | 280 |
10.1.1 Names and positions | 280 |
10.1.2 Declaration by the person responsible for the universal registration document and the annual financial report | 280 |
10.2 Documents on display | 280 |
10.3 Reference tables | 281 |
10.3.1 Registration Document | 281 |
10.3.2 Management report | 283 |
10.3.3 Corporate governance report | 284 |
10.3.4 Annual financial report | 284 |
10.3.5 Management reports, Parent Company financial statements, Group consolidated financial statements and Statutory Auditors’ reports for financial years ended 30 June 2019 and 30 June 2018 | 284 |