PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

2

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

Directors’ attendance at Board and Committees’ meetings during FY18 2.1.6.3 During FY18, the Board of Directors met eight times with an attendance rate of 100%. The average duration of the meetings of the Board of Directors was circa three hours.

Nominations, Governance and CSR Committee

Board of Directors

Compensation Committee Strategic Committee

Audit Committee

Alexandre Ricard Pierre Pringuet

8/8 8/8 8/8 8/8 8/8 8/8 8/8 8/8 8/8 8/8

2/2 1/2

4/5 5/5

Nicole Bouton

3/3 3/3

Wolfgang Colberg

4/4

2/2 2/2

Ian Gallienne Gilles Samyn Kory Sorenson

5/5

3/4 4/4

5/5

Anne Lange César Giron

2/2 2/2

3/3

Martina Gonzalez-Gallarza

Société Paul Ricard (represented by Paul-Charles Ricard) Veronica Vargas Director representing the employees Stéphane Emery (1)

8/8

3/3

N/A

Directors representing the employees until the end of 2017 Sylvain Carré (2) 5/5

N/A

Manousos Charkoftakis (3) 3/4 Over FY18 and since the appointment of Mr Stéphane Emery as Director representing the employees, three meetings of the Board of Directors have been (1) held. The Board of Directors held on 7 February 2018, following the recommendation of the Compensation Committee, appointed Mr Stéphane Emery as member of the Compensation Committee. Since his appointment, the Compensation Committee has not met. Five meetings of the Board of Directors were held prior to 28 November 2017, date on which the term of office of Mr Manousos Charkoftakis as Director (2) representing the employees expired. Five meetings of the Board of Directors were held prior to 2 December 2017, date on which the term of office of Mr Sylvain Carré as Director representing (3) the employees expired. 5/5

Board of Directors’ review 2.1.6.4 The Board of Directors includes on its agenda a regular discussion on its operation at least once a year and focuses in particular on the following areas: a review of its composition, operation and structure; and ● a check that significant issues are adequately prepared and discussed. ● In accordance with the AFEP-MEDEF Code and with its Internal Regulations (1) , the Nominations, Governance and CSR Committee and the Board conduct an annual review of the operations of the Board and its Committees, and every three years a formalised external review with the support of a specialized consulting firm. Since the last triennial external reviewed was performed in 2014/15, the Board performed a formalized review of its operation and that of its Committees during the fiscal year with the help of an external consultant specialized in corporate governance issues, who conducted individual interviews of each Director using a formalised interview guide. This last review highlights that significant progress has been made addressing the improvements and proposals made during the last triennial review in 2014/15. Indeed, the Directors find that the Board of Directors outperforms the external benchmarks and market practices,

and notably consider that the Directors’ integration process is working properly. Additionally it is noted that the culture of the Board leads to collective decision-making, conviviality and freedom of speech. Furthermore, the Executive Director’s leadership get unanimous approval, and is followed by a significant amount of trust; the professionalism of the Board is considered a key element. In a constructive approach, the specialized consulting firm did, however, express a number of suggestions for improvements, which the Nominations, Governance and CSR Committee and the Board of Directors have decided to implement during the next financial year notably:

the implementation of a strategic seminar; ● the adaptation of the induction programme; ● the review of the Directors’ attendance fees; ●

the distribution of the Strategic Committee’s agenda to all the ● Directors, being reminded that they may, upon request, and even if they are not members of the Committee, participate in the meetings of the Strategic Committee; and the organisation of the Nominations, Governance and CSR ● Committee and/or the Compensation Committee on the day prior to the Board of Directors’ meeting.

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)

50

PERNOD RICARD REGISTRATION DOCUMENT 2017/2018