PERNOD RICARD - Universal Registration Document 2019-2020

2. CORPORATE GOVERNANCE Composition of the Board of Directors

Role, missions and activity report of the Lead Independent Director 2.4.4 The Board of Directors’ meeting of 23 January 2019, on the proposition of the Nominations, Governance and CSR Committee, created a position of Lead Independent Director and entrusted it to Ms Patricia Barbizet. In accordance with the Internal Regulations of the Board of Directors, the Lead Independent Director performs the following tasks: convenes the Board of Directors at her own initiative or in the — absence of the Chairman and CEO; is consulted on the agenda of any Board meetings and may propose — any additional items on said agenda; chairs meetings of the Board of Directors in the absence of the — Chairman and CEO; leads the process of assessing the functioning of the Board of — Directors and reports on this evaluation to the Board; prevents any occurrence of conflict of interest situations; — ensures compliance with the rules of the AFEP-MEDEF Code and the — Board’s Internal Regulations; convenes and chairs Executive Sessions; — ensures that the Directors have the necessary resources to carry out — their duties under the best possible conditions, and that they are provided, in a reasonable manner, with the level of information appropriate to the performance of their duties; reviews Shareholders’ requests relating to corporate governance — and ensures that they are answered; and meets with the Company’s investors and shareholders. — Since taking up her duties, the Lead Independent Director has participated, with the Executive Management and Investor Relations Department, in several meetings dedicated to the governance of the Company (roadshows). She has also met a large part of the teams of Pernod Ricard and some of its affiliates. Furthermore, she conducted the annual assessment of the functioning of the Board of Directors on the basis of individual interviews with each Director as described in paragraph 2.6.4 below. The Lead Independent Director reports to the Board of Directors once a year on the performance of her duties. At Shareholders’ Meetings, she may be invited by the Chairman and CEO to report on her activities. It is specified that the loss of independent status would immediately terminate the functions of the Lead Independent Director.

Reference Corporate Governance Code: AFEP-MEDEF Code 2.4.5 On 12 February 2009, the Board of Directors of Pernod Ricard confirmed that the AFEP-MEDEF Corporate Governance Code of listed corporations published in December 2008 and last revised in June 2020 (the “AFEP-MEDEF Code”), available on the AFEP and MEDEF websites, was the Code to which Pernod Ricard refers in order notably to prepare the report required by article L. 225-37 of the French Commercial Code.

In accordance with the “Comply or Explain” rule set forth in article L. 225-37-4 of the French Commercial Code and referred to in article 27.1 of the AFEP-MEDEF Code, the Company considers that its practices comply with the recommendations of the AFEP-MEDEF Code.

Composition of the Board of Directors 2.5

2.5.1

General rules concerning the composition of the Board of Directors

and the appointment of Directors

The members of the Board of Directors are listed above. The legal and statutory rules set out in articles 16 et seq. of the Company’s bylaws govern the appointment and dismissal of members of the Board of Directors and are described below. The Board of Directors of the Company comprises no fewer than three and no more than 18 members, unless otherwise authorised by law. In accordance with the Company’s bylaws, each Director must own at least 50 Company shares in registered form. However, the Board’s Internal Regulations recommend that, during their term of office and no later than two years following their appointment, Directors acquire a minimum number of Company shares equivalent to one year’s worth of compensation (fixed and variable portions) payable to a Director who has attended all meetings of the Board of Directors (excluding compensation related to participation in Committees) (1) . The members of the Board of Directors are appointed by the Ordinary Shareholders’ Meeting and are proposed by the Board of Directors following the recommendations of the Nominations, Governance and CSR Committee. They can be dismissed at any time by decision of the Shareholders’ Meeting.

In accordance with the law of 22 May 2019 on business growth and transformation (PACTE law) and the Company’s bylaws, the number of Directors representing the employees who are members of the Board depends on the number of Directors of the Board. Following the General Meeting of 9 November 2017, one Director representing employees was appointed by the Group Committee (France) on 13 December 2017 to sit on the Board of Directors for four years. As the Company’s Board of Directors comprises 12 members, a second Director representing the employees was appointed by the European Group Committee on 5 December 2018. A representative of the Company’s Economic and Social Committee attends the meetings of the Board of Directors in an advisory role. The Board of Directors may, upon a proposal from its Chairman, appoint one or more censors, who may be either individuals or legal entities and who may or may not be shareholders. The term of office of each Director is four years. However, on an exceptional basis, the Shareholders’ Meeting may, following the Board of Directors’ proposal, appoint Directors or renew their term of office for a period of two years so as to enable a staggered renewal of the Board of Directors.

(1) This requirement and recommendation are not applicable to Directors representing the employees.

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Pernod Ricard Universal Registration Document 2019-2020

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