PERNOD RICARD - Universal Registration Document 2019-2020

2. CORPORATE GOVERNANCE Structure and operation of the Board of Directors

Directors’ attendance at Board and Committee meetings during FY20 2.6.3 During FY20, the Board of Directors met nine times with an attendance rate of 100%. The average duration of the meetings of the Board of Directors was approximately four hours.

Nominations, Governance and CSR Committee

Compensation Committee

Strategic Committee

Board of Directors Audit Committee

Alexandre Ricard

9/9

2/2

Patricia Barbizet  (1)

9/9

5/5

1/1

Nicole Bouton  (1) (2) (3)

4/4

3/3

4/4

Esther Berrozpe Galindo  (4)

5/5

Wolfgang Colberg

9/9

4/4

5/5

2/2

Ian Gallienne

9/9

5/5

2/2

César Giron

9/9

5/5

2/2

Martina Gonzalez-Gallarza  (2)

4/4

Anne Lange

9/9

2/2

Philippe Petitcolin  (1) (4) (5)

5/5

1/1

1/1

Pierre Pringuet  (1) (2)

4/4

4/4

2/2

Gilles Samyn

9/9

4/4

Société Paul Ricard (represented by Paul-Charles Ricard)

9/9

Kory Sorenson

9/9

4/4

5/5

Veronica Vargas

9/9

Director representing the employees Maria Jesus Carrasco Lopez

9/9

Stéphane Emery 5/5 One meeting of the Compensation Committee has been held since the appointment on 8 November 2019 of Ms Patricia Barbizet and Mr Philippe Petitcolin as members of (1) the Compensation Committee. As a reminder, four meetings of the Compensation Committee were held prior to 8 November 2019, when the terms of Ms Nicole Bouton and Mr Pierre Pringuet ended. Four meetings of the Board of Directors were held prior to 8 November 2019, when the terms of Ms Nicole Bouton, Ms Martina Gonzalez-Gallarza and Mr Pierre Pringuet (2) ended. Three meetings of the Nominations, Governance and CSR Committee were held prior to 8 November 2019, when the term of Ms Nicole Bouton ended. (3) During FY20, and since the appointments of Ms Esther Berrozpe Galindo and Mr Philippe Petitcolin as Directors, five meetings of the Board of Directors were held. (4) One meeting of the Audit Committee has been held since 22 April 2020, when Mr Philippe Petitcolin was appointed by the Board of Directors as a member of the Audit (5) Committee on the proposal of the Nominations, Governance and CSR Committee. 9/9

Board of Directors’ review 2.6.4 The Board of Directors includes on its agenda a regular discussion on its operation at least once a year and focuses in particular on the following areas: a review of its composition, operation and structure; and — a check that significant issues are adequately prepared and — discussed. In accordance with the AFEP-MEDEF Code and with its Internal Regulations, the Nominations, Governance and CSR Committee and the Board have carried out an annual assessment of their operations. The last triennial external and formalised review of the functioning of the Board of Directors and its Committees was performed during FY18 with the help of an external consulting firm specialised in corporate governance issues, which conducted individual interviews with each Director using a formalised interview guide.

This year, Ms Patricia Barbizet, Lead Independent Director, conducted the internal review of the Board’s operations through individual interviews with each Director. She reported on the results to both the Nominations, Governance and CSR Committee and the Board of Directors. This review highlights that, as previously mentioned, the members of the Board of Directors are satisfied with the Board operations and mention notably the continuation this year of the premiumisation, with the addition of new profiles at the last Shareholders' Meeting. As part of an ongoing drive for improvement, the Directors called for a more intense focus on areas such as talent management, the impact of the geopolitical context on the spirits industry, and the impact of innovation and technology on products and business lines. Furthermore, they emphasised the increasing importance of CSR issues for the Group and the corresponding place that these subjects have taken in the debates of the Board and the Nominations, Governance and CSR Committee.

51

Pernod Ricard Universal Registration Document 2019-2020