PERNOD RICARD - Universal Registration Document 2019-2020
2. CORPORATE GOVERNANCE Compensation policy
History of allocations of performance-based shares – Situation as at 30 June 2020 (Table 10 AMF nomenclature)
Plan dated 06.11.2015 06.11.2015 06.11.2015
Plan dated 17.11.2016
Plan dated 09.11.2017 06.11.2015 09.11.2017
Plan dated 21.11.2018 06.11.2015 21.11.2018
Plan dated 08.11.2019 08.11.2019 08.11.2019
Date of authorisation by Shareholders’ Meeting
06.11.2015
Date of Board of Directors’ meeting
17.11.2016
Number of performance-based shares allocated
418,923
461,376
371,511 13,820 11,820 2,000
341,313
269,474 12,566 10,570
of which to the corporate officers of Pernod Ricard SA
10,650
15,815
14,356
of which to Mr Alexandre Ricard
8,500
13,200
12,441
of which to Mr César Giron
2,150
2,615
1,915
1,996
Vesting date of the performance-based shares
07.11.2019 07.11.2019
18.11.2020 18.11.2020
10.11.2021 10.11.2021
22.11.2022 22.11.2022
09.11.2023 09.11.2023
End date for share lock-in period Presence of performance condition
Yes
Yes
Yes
Yes
Yes
Number of performance-based shares cancelled (1) of which allocated to Mr Alexandre Ricard of which allocated to Mr César Giron Vested performance-based shares (3) Unvested performance-based shares (4)
89,150
94,219
170,396
132,456
93,475
1,870
1,394
11,820
0 (2) 651 545
0 (2) 679 293
680 592
329,773
740
0 175,706 All performance-based shares are subject to performance conditions and the beneficiaries must still be working for the Company. Performance-based shares vest after four years subject to the continued presence of the beneficiaries in the Company at the vesting date. Performance-based shares cancelled after the beneficiaries ceased to meet the continuous service condition (through resignation or redundancy) or failed to meet the (1) performance conditions. During FY20, all the shares awarded under the 2016 plan were confirmed in application of the performance condition (they remain subject to the condition of continued presence in the Company until 17 November 2020). For the double-condition shares granted to Mr Alexandre Ricard, in 2016 the external performance condition confirmed 83% of the quantities initially allocated. It also includes performance shares that are no longer applicable due to the 66% cap on the achievement of the performance condition under the 2017, 2018 and 2019 plans (excluding the Executive Director), as well as the full allocation of performance shares made to Mr Alexandre Ricard. Since the above-mentioned limit imposed by the Board of Directors does not apply to Mr Alexandre Ricard, the level of achievement of the performance condition will only (2) be measured at the end of FY21 and FY22. No cancellation of performance shares under the 2018 and 2019 plans has been recorded to date for Mr Alexandre Ricard. Allocated shares that vested and were transferred to the beneficiaries. Shares relating to plans in the process of vesting were transferred in advance to the beneficiaries (3) following the death of several beneficiaries. For the 2015, 2016 and 2017 plans, the performance condition was evaluated in full. For the 2018 and 2019 plans, it will only be evaluated at the close of FY21 and FY22 (4) respectively. The capping at 66% of the achievement of the performance condition due to the Covid-19 pandemic has been taken into account (excluding the Executive Director). 366,417 200,523 208,312
Performance-based shares granted to the top 10 employees other than corporate officers and shares definitively vested by the latter during FY20
Number of shares allocated / vested
Value of the shares (1) (in euros)
Plans
Options allocated during the financial year by the issuer and any companies within its Group granting options to the top 10 employees of the issuer and any such Group company, receiving the highest number of options Options vested during the financial year by the top 10 employees of the issuer and any companies within its Group, receiving the highest number of shares. Pernod Ricard has not issued any other options granting access to shares reserved for its Executive Directors or the top 10 employees of the Company and all companies within its Group granting options. Employee profit-sharing plans All employees of the Group’s French companies are eligible for profit-sharing and incentive agreements based on the results of each specific entity. In line with the Group’s decentralised structure, the terms and conditions of each of these agreements are negotiated at the level of each entity concerned. Similarly, outside France, the Group encourages all affiliates to implement local agreements enabling employees to share in the profits of the entity to which they belong. Value of shares according to the method used for the consolidated financial statements (IFRS). (1)
15,935
€153.67
08.11.2019
33,428
€98.07
06.11.2015 / 17.11.2016
Profit-sharing agreements of this type exist in countries including Ireland and the United Kingdom: in each of these countries, employees may potentially receive Pernod Ricard shares based on their entity’s annual results. Provisions for pensions and other long-term employee benefits Details of the total amount of provisions recorded or otherwise recognised by the issuer for the payment of pensions are set out in Note 4.7 – Provisions in the Notes to the consolidated financial statements. Compensation of Executive Committee members The Compensation Committee members are kept regularly informed of changes in the compensation given to members of the Executive Committee.
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Pernod Ricard Universal Registration Document 2019-2020
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