PERNOD RICARD - Universal Registration Document 2019-2020
2. CORPORATE GOVERNANCE Compensation policy
Strategic Committee 2.7.5
On 1 September 2020, the Strategic Committee comprised: Chairman: Mr Alexandre Ricard (Chairman and CEO) Members: Mr Wolfgang Colberg (Independent Director) Mr Ian Gallienne (Independent Director) Mr César Giron (Director) Ms Anne Lange (Independent Director)
Three out of the five Directors who are members of the Strategic Committee are Independent Directors (60%), it being noted that the AFEP-MEDEF Code does not make any recommendation regarding the Strategic Committee’s independence. In FY20, the Strategic Committee met twice, with an attendance rate of 100%. All the Directors may, upon request, and even if they are not members of the Committee, participate in the meetings of the Strategic Committee. The roles of the Strategic Committee, as confirmed by the Board on 11 February 2015, are the following: reviewing the key strategic issues of the Pernod Ricard company or of the Group; drawing up and giving its prior opinion on significant partnership transactions, sales or acquisitions; and generally, dealing with any strategic issues affecting the Company or the Group. During FY20, the members of the Strategic Committee reviewed the strategic issues of the Group, in particular relating to its digital transformation and its growth trajectory and operational excellence roadmap in the context of the three-year “Transform & Accelerate” strategic plan. In FY21, the Committee will continue with the tasks it is carrying out for the Board of Directors. It will notably conduct a review and analysis of the key strategic orientations foreseen for the Group’s development, as well as the study of any strategic issues affecting the Company or the Group, in particular the changes in consumption trends linked to the health crisis.
Main activities in FY20
Outlook for FY21
Compensation policy 2.8 This section was prepared with the assistance of the Compensation Committee in accordance with the regulations in force, in particular the provisions of Order No. 2019-1234 of 27 November 2019 (hereinafter the “Order”) supplemented by Decree no. 2019-1235 of the same date. This information also takes into account the provisions of the AFEP-MEDEF Code of Corporate Governance for listed companies. Accordingly, the compensation of the corporate officers is presented as follows: a first subsection (2.8.1) presenting the compensation policy for corporate officers, which, pursuant to article L. 225-37-2 of the French Commercial Code, will be submitted for shareholder approval ( ex-ante vote) at the Combined Shareholders’ Meeting of 27 November 2020 in the 13 th resolution concerning the members of the Board of Directors (paragraph 184.108.40.206, excluding the Chairman and Chief Executive Officer) and the 12 h resolution concerning the Chairman and Chief Executive Officer (paragraph 220.127.116.11);
a second subsection (2.8.2) containing the information referred to in article L. 225-37-3 (I.) of the French Commercial Code relating to all compensation paid during, or awarded for, FY20 to the corporate officers (other than the Chairman and Chief Executive Officer) for their duties, which, pursuant to article L. 225-100 (II.) of the French Commercial Code, will be submitted for shareholder approval (global ex-post vote) at the Combined Shareholders’ Meeting of 27 November 2020 in the 11 th resolution; and a third subsection (2.8.3) setting forth the fixed, variable and exceptional items making up the total compensation and other benefits paid during, or awarded for, FY20 to Mr Alexandre Ricard, Chairman and Chief Executive Officer, which, pursuant to article L. 225-100 (III.), will be submitted to the shareholders for approval (specific ex-post vote) at the Combined Shareholders’ Meeting of 27 November 2020 in the 10 th resolution; a fourth subsection (2.8.4) presents the overall and additional components of the compensation policy but is not subject to a shareholder vote.
2.8.1 The compensation policy for corporate officers is reviewed each year to take into account changes in regulations, market practices and codes of corporate governance, as well as shareholder votes and, where applicable, the opinions expressed at Shareholders’ Meetings.
Compensation policy for corporate officers
The current compensation policy was defined by the Board of Directors on 1 September 2020 on the proposal of the Compensation Committee. Pursuant to article L. 225-37-2 of the French Commercial Code, this policy is subject to the approval of the Shareholders’ Meeting each year and upon each major change. In the absence of approval, the previously approved policy continues to apply.
Pernod Ricard Universal Registration Document 2019-2020
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