PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

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CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE

On the recommendation of the Nominations, Governance and CSR Committee and pursuant to the Internal Regulations (1) of the Board of Directors, as part of the monitoring of and compliance with the rules of good governance, and particularly those relating to conflicts of interest, and in view, in particular, of the Vice Chairman's expertise in corporate governance, the Board has entrusted the Vice Chairman with the following specific duties: in agreement with the Chairman & CEO, to represent Pernod Ricard ● in its high-level relations notably with public authorities and professional associations at a national and international level; and to take an active role, in conjunction with the Nominations, ● Governance and CSR Committee, in managing corporate governance matters and, in agreement with the Chairman & CEO, to represent Pernod Ricard in dealings with third parties on these issues while ensuring an adequate response from Pernod Ricard to the requirements of the shareholders and, more generally, of other stakeholders. Reference Corporate Governance Code: 2.1.4.5 AFEP-MEDEF Code On 12 February 2009, the Board of Directors of Pernod Ricard confirmed that the AFEP-MEDEF Corporate Governance Code of listed corporations published in December 2008 and last revised in June 2018 (the “AFEP-MEDEF Code”), available on the AFEP and MEDEF websites, was the Code to which Pernod Ricard refers in order notably to prepare the report required by article L. 225-37 of the French Commercial Code. In accordance with the “Comply or Explain” rule set forth in article L. 225-37-4 of the French Commercial Code and referred to in article 27.1 of the AFEP-MEDEF Code, the Company considers that its practices comply with the recommendations of the AFEP-MEDEF Code (2) .

The legal and statutory rules set out in articles 16 et seq. of the Company’s bylaws govern the appointment and dismissal of members of the Board of Directors and are described below. The Board of Directors of the Company comprises no fewer than three and no more than 18 members, unless otherwise authorised by law. In accordance with the Company’s bylaws, each Director must own at least 50 Company shares  (3) in registered form. However, the Board’s Internal Regulations (1) recommend that Directors acquire and hold at least 1,000 Company shares (3) . The members of the Board of Directors are appointed by the Ordinary Shareholders’ Meeting and are proposed by the Board of Directors following the recommendations of the Nominations, Governance and CSR Committee. They can be dismissed at any time by decision of the Shareholders’ Meeting. In accordance with the law of 14 June 2013 on the protection of employment and the Company’s bylaws, the number of Directors representing the employees who are members of the Board depends on the number of Directors of the Board. The terms of office of the Directors representing the employees expired at the end of 2017 and, in accordance with the legal and statutory rules set out in article 16 of the bylaws, only one term of office was renewed, since the Board of Directors comprised 12 members appointed by the Shareholders’ Meeting on 9 November 2017. Thus, one Director representing the employees was appointed by the Group Committee (France) on 13 December 2017 to sit on the Board of Directors for four years. One representative of the Company’s employees attends the meetings of the Board of Directors in an advisory role. The Board of Directors may, upon a proposal from its Chairman, appoint one or more censors, who may be either individuals or legal entities and who may or may not be shareholders. The term of office of each Director is four years. However, on an exceptional basis, the Shareholders’ Meeting may, following the Board of Directors’ proposal, appoint Directors or renew their term of office for a period of two years so as to enable a staggered renewal of the Board of Directors. The Board of Directors and the Nominations, Governance and CSR Committee regularly evaluate the composition of the Board and its Committees as well as the different skills and experiences brought by each Director. They also identify the guidelines to be issued in order to ensure the best balance possible by seeking complementary characteristics from both an international and human diversity perspective, in terms of nationality, gender and experience. In accordance with article L. 225-37-4 of the French Commercial Code, the table below describes the Board of Directors diversity policy, the way it has been implemented and the results achieved over FY18.

Composition of the Board 2.1.5 of Directors

General rules concerning the composition 2.1.5.1 of the Board of Directors and the appointment of Directors The members of the Board of Directors are listed above.

The Internal Regulations can be consulted on the Company’s website (www.pernod-ricard.com). They may be amended at any time by the Board of Directors. (1) Minor adjustments will be made to the non-compete clause (see "Non-compete clause" in subsection 2.1.8.4) in accordance with the last revised version of the AFEP-MEDEF (2) Code of June 2018. This requirement and recommendation are not applicable to Directors representing the employees. (3)

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018