PERNOD-RICARD_REGISTRATION_DOCUMENT_2017-2018

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

The Nominations, Governance and CSR Committee 2.1.7.3

Composition

On 28 August 2018, the Nominations, Governance and CSR Committee comprises: Chairwoman: Ms Nicole Bouton (Independent Director) Members: Mr Wolfgang Colberg (Independent Director) Mr César Giron (Director)

Two out of the three Directors who are members of the Nominations, Governance and CSR Committee are Independent Directors (67%), it being noted that the AFEP-MEDEF Code recommends an independence rate of 50%. Mr Alexandre Ricard, Chairman & CEO, is associated with the work of the Committee in matters relating to the appointment of Directors, in accordance with the AFEP-MEDEF Code. In FY18, this Committee met three times, with an attendance rate of 100%. The roles of this Committee, formalised in its Internal Regulations, are the following: drawing up proposals concerning the selection of new Directors and proposing headhunting and renewal ● procedures; periodically, and at least annually, discussing whether Directors and candidates for the position of Director or for ● membership of a Committee of the Board of Directors qualify as independent in light of the AFEP-MEDEF Code independence criteria; ensuring the continuity of Management bodies by defining a succession plan for Executive Directors and Directors ● in order to propose options for replacement in the event of an unplanned vacancy; being informed of the succession plan for key Group positions; ● regularly reviewing the composition of the Board of Directors to monitor the quality (number of members, diversity ● of profiles, representation of women) and attendance of its members; carrying out regular assessments of the operation of the Board of Directors; ● evaluating the suitability of the commitments of the Company with regard to corporate social responsibility (S&R); ● monitoring the implementation of the S&R commitments at Group level. ● In FY18, the main activities of the Nominations, Governance and CSR Committee included: a review and recommendations to the Board of Directors on its composition and its Committees; ● annual review of the Board members’ independence (questionnaires sent to each Director, study of the significance ● of disclosed business relationships, specific criteria related to the passive crossing of the 10% voting rights threshold); review of the Group’s S&R issues; ● annual review of the Group’s Talent Management policy and presentation of the succession plan for the Group Top ● Management; annual review of Pernod Ricard SA diversity policy; ● triennial formalised evaluation of the operation of the Board of Directors and its Committees; and ● proposals to improve the operation of the Board of Directors and its Committees. ● In FY19, the Committee will continue with the tasks it is carrying out for the Board of Directors. It will not only review any issues relating to the composition of the Board and its Committees and the Directors’ independence and will also focus on the review of the Group’s new CSR strategy.

Main roles

Main activities in FY18

Outlook for FY19

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PERNOD RICARD REGISTRATION DOCUMENT 2017/2018