PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

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

Criteria

Objectives

Implementation and results achieved over FY18

Composition of the Board

Representation of women: Gradual evolution: ●

Balanced representation of women and men within the Board of Directors

21.4% at the Shareholders’ Meeting of 15 November 2011, ● 28.6% at the Shareholders’ Meeting of 9 November 2012, ● then 25% at the Shareholders’ Meeting of 6 November 2015; ● Since the Shareholders’ Meeting of 17 November 2016, 42% of female Directors. Directors with a foreign nationality: Gradual evolution: ● 28.6% at the Shareholders’ Meeting of 6 November 2013, ● and 31.2% at the Shareholders’ Meeting of 6 November 2014, ● and 42.8% since the Shareholders’ Meeting of 6 November 2015. ● At the end of the Shareholders’ Meeting of 21 November 2018, 38.5% of the Directors will be of a foreign nationality. Experience: Sector knowledge: appointment of Mr Paul-Charles Ricard ● in 2012; Finance and Strategy: appointment of Ms Veronica Vargas ● in 2015; Marketing/Consumers’ behaviour: appointment of ● Ms Martina Gonzalez-Gallarza in 2012; Economy and Finance: appointment of Ms Kory Sorenson ● in 2015; Innovation and Digital: appointment of Ms Anne Lange in ● 2016. Since December 2017: One Director representing the employees (Board with 12 Directors) vs two Directors representing the employees previously (Board with 14 Directors at the time of their appointments in 2013)

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

Appointment of one or two Directors representing the employees (see article 16 of the bylaws)

Directors’ Independence

50% of Independent Directors (see article 8.1 of the AFEP-MEDEF Code) + meaningful representation of Independent Directors (see article 3, Internal Regulations) No more than one-third of Directors older than 70 years (see article 18 paragraph 4 of the bylaws)

50% of Independent Directors

Age of the Directors

Goal achieved

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018