PERNOD RICARD - 2018-2019 Universal registration document

2. CORPORATE GOVERNANCE Composition of the Board of Directors

Composition of the Board of Directors 2.5

General rules concerning the composition of the Board of Directors 2.5.1 and the appointment of Directors The members of the Board of Directors are listed above.

A representative of the Company’s Economic and Social Committee 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 experience 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, indicating the criteria taken into consideration, the targets set by the Board, the way it has been implemented and the results achieved over FY19.

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  (1) in registered form. However, the Board’s Internal Regulations recommend that Directors acquire and hold at least 1,000 Company shares. 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 22 May 2019 on business growth and transformation (PACTE Law) 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. Following the General Meeting of 9 November 2017, one Director representing employees was appointed by the Group Committee (France) on 13 December 2017 to sit on the Board of Directors for four years. As the Company’s Board of Directors has been composed of 13 members since the General Meeting of 21 November 2018, a second Director representing the employees was appointed by the European Group Committee on 5 December 2018.

The requirement and recommendation are not applicable to Directors representing the employees. (1)

46

2018-2019

PERNOD RICARD UNIVERSAL REGISTRATIONDOCUMENT