PERNOD RICARD - Universal Registration Document 2019-2020
2. CORPORATE GOVERNANCE Compensation policy
The Board of Directors, on the recommendation of the Compensation the Covid-19 pandemic has impacted only one of the three financial Committee, decided, in accordance with the plan rules, to adjust the years in question.
internal performance condition for all beneficiaries except for the Executive Director, for the performance share plans implemented in 2017, 2018 and 2019, to take into account the exceptional circumstances related to the Covid-19 pandemic. To prevent the impact of the Covid-19 crisis wiping out the awards under these three plans, which would be disproportionate in view of the objectives of profit-sharing and of attracting and retaining talent, the Board of Directors decided to limit the impact of this unprecedented health crisis. For each of these three plans, the FY20 profit from recurring operations prior to the health crisis will be taken into account, applying a discount on the number of shares that can vest of at least 34% of the amount initially awarded. This reflects the fact that to date, History of allocations of stock options – Situation at 30 June 2020 (Table 8 AMF nomenclature)
As a result, the Board of Directors adopted the following adjustments: for the 2017 plan, the internal performance condition assessed with respect to profit from recurring operations in FY18, FY19 and FY20 was 66% met; for the 2018 and 2019 plans, the final achievement of the internal performance condition will be determined at the close of the coming financial years, but may under no circumstances allow the vesting of more than 66% of the shares granted under each of the two plans. These adjustments affect all beneficiaries with the exception of the Executive Director.
Plan dated 06.11.2015
Plan dated 17.11.2016
Plan dated 09.11.2017
Plan dated 21.11.2018
Plan dated 08.11.2019
Date of authorisation by Shareholders’ Meeting
06.11.2015
06.11.2015
06.11.2015
06.11.2015
08.11.2019
Date of Board of Directors’ meeting
06.11.2015
17.11.2016
09.11.2017
21.11.2018
08.11.2019
Type of options
Purchase
Purchase
Purchase
Purchase
Purchase
Total number of options that can be subscribed or purchased
278,575
150,008
124,050
109,492
131,864
of which by the corporate officers of Pernod Ricard SA
28,200
39,445
39,445
32,006
28,831
of which by Mr Alexandre Ricard
20,700
31,400
25,050
26,143
22,545
of which by Mr César Giron
7,500
8,045
7,000
5,863
6,286
Commencement date for exercise of options
07.11.2019
18.11.2020
10.11.2021
22.11.2022
09.11.2023
Expiry date
06.11.2023
17.11.2024
09.11.2025
21.11.2026
08.11.2027
Subscription or purchase price (€) (1)
102.80
105.81
126.53
137.78
162.79
Number of shares subscribed or purchased
67,614
0
0
0
0
Total number of stock options cancelled or lapsed (2)
96,068
25,506
0
0
0
of which allocated to Mr Alexandre Ricard
7,038
5,338
0
0
0
of which allocated to Mr César Giron
2,550
1,368
0
0
0
Subscription or purchase options remaining
114,893
124,502
124,050
109,492
131,864
N/A: not applicable. The purchase price of the shares by the beneficiaries corresponds to the average of the closing prices recorded during the 20 trading sessions preceding the day on (1) which the options were granted. Options cancelled after the beneficiaries failed to meet the continuous service and/or performance conditions. During FY20, 25,506 stock options granted under the (2) 17.11.2016 plan were cancelled in application of the external performance condition (83% of the amounts initially awarded). On 30 June 2020, 604,801 options (all for share purchases) were in circulation, corresponding to approximately 0.23% of the Company’s share capital; all these options were “in the money” (at the Pernod Ricard share closing price on 30 June 2020 = €140.05). At present, there are no Pernod Ricard “subscription” stock options in circulation. Stock options granted to the Group’s top 10 employees other than corporate officers and options exercised by these employees during FY20 (Table 9 AMF nomenclature)
Number of options granted / exercised
Exercise price (in euros)
Plans
Options granted during the financial year by the issuer and any companies within its Group granting options to the top 10 employees (1) of the issuer and any such Group company, receiving the highest number of options Options held on the issuer and the companies included in the scope of allocation of the options exercised, during the year by the top 10 employees of the issuer and any company included in this scope, exercising the highest number of options
45,095
€162.79
08.11.2019
11,032
€102.80
06.11.2015
In FY20, only 7 employees of Pernod Ricard SA received options. (1)
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Pernod Ricard Universal Registration Document 2019-2020
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