PERNOD RICARD - Universal Registration Document 2019-2020
2. CORPORATE GOVERNANCE Composition of the Board of Directors
2.5.2 Changes in the composition of the Board of Directors During FY20
Mr César Giron provides the Board with the benefit of his experience and unique knowledge of the sector. Furthermore, Mr Wolfgang Colberg will no longer be classified as an Independent Director on 5 November 2020, i.e. 12 years after his first appointment to the Board, in accordance with the recommendations of the AFEP-MEDEF Code. However, the Nominations, Governance and CSR Committee and the Board of Directors wish to propose the renewal of his directorship as a non-Independent Director, so that Mr Wolfgang Colberg can continue to contribute his expertise, and financial expertise in particular, and in-depth knowledge of the Pernod Ricard Group to the Board. In addition, Mr Gilles Samyn has informed the Board of Directors of his decision to resign from his position as Director at the close of the Shareholders’ Meeting of 27 November 2020. Thus, at the close of the Shareholders’ Meeting of 27 November 2020, the Board of Directors would comprise 13 members (including two Directors representing the employees), of which six Independent Directors (54.5%) and five women (45%), in accordance with the recommendations of the AFEP-MEDEF Code and the law on balanced representation of women and men within Boards of Directors and professional equality. Additionally, five Directors would be of foreign nationality.
The Shareholders’ Meeting of 8 November 2019 renewed the appointment of Kory Sorenson as a Director for a term of four years expiring at the end of the Shareholders’ Meeting to be held in 2023 to approve the financial statements for the previous financial year. In addition, at the same Shareholders’ Meeting, Ms Esther Berrozpe Galindo and Mr Philippe Petitcolin were appointed as Directors for a term of four years. During FY21 As the terms of office of Messrs Alexandre Ricard, César Giron and Wolfgang Colberg will expire at the close of the Shareholders’ Meeting held on 27 November 2020, it will be proposed that the Shareholders’ Meeting (6 th , 7 th and 8 th resolutions), in accordance with the recommendations of the Nominations, Governance and CSR Committee, renew their directorships for a four-year period expiring at the close of the Shareholders’ Meeting to be held in 2024 to approve the financial statements for the previous financial year. Independence of Directors 2.5.3 The Company applies criteria of independence as expressed in the AFEP-MEDEF Code (see table hereunder). A member of the Board of Directors is considered “independent” when they have no relationships of any kind with the Company, its Group or its Management, which could impair the free exercise of his/her judgement (article 3 of the Internal Regulations of the Board of Directors).
Therefore, the Board of Directors and the Nominations, Governance and CSR Committee use the following criteria to assess the independence of Directors in their annual review as well as in the event of a co-option, an appointment or a renewal.
Pernod Ricard Universal Registration Document 2019-2020
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