PERNOD RICARD - 2018-2019 Universal registration document

2.

CORPORATE GOVERNANCE Structure and operation of the Board of Directors

Structure and operation of the Board of Directors 2.6

The operation of the Board of Directors is set forth in the legal and regulatory provisions, the bylaws and the Board’s Internal Regulations adopted in 2002 and last amended by the Board of Directors during its meeting on 28 August 2019. The Internal Regulations of the Board of Directors specify the rules and operations of the Board, and supplement the relevant laws, regulations and bylaws. In particular, they remind the Directors of the rules on diligence, confidentiality and disclosure of possible conflicts of interest.

the agenda and state where the meeting will take place, which will be, in principle, the Company’s registered office. Board meetings may also be held by video conference or teleconference, under the conditions provided for in the applicable regulations and the Internal Regulations. Since FY17, the Directors hold a session at least once a year without the Directors from the Group Top Management (Executive Sessions). The purpose of these Executive Sessions is notably to assess the operations of the Board and to discuss the succession plan. One Executive Session was held in FY19.

Meetings of the Board 2.6.1 of Directors

Information provided 2.6.2 to the Directors

It is the responsibility of the Chairman to call meetings of the Board of Directors regularly, or at times that he or she considers appropriate. In order to enable the Board to review and discuss in detail the matters falling within their area of responsibility, the Internal Regulations provide that Board meetings must be held at least six times a year. In particular, the Chairman of the Board of Directors ensures that Board meetings are held to close the interim and annual financial statements and to convene the Shareholders’ Meeting in charge of approving said statements. Board meetings are called by the Chairman. The notice of the Board meeting, sent to the Directors at least eight days before the date of the meeting except in the event of a duly substantiated emergency, must set

The Directors receive the information they require to fulfil their duty. In accordance with the Internal Regulations, the supporting documents pertaining to matters on the agenda are provided far enough in advance, generally, eight days before the meetings of the Board, to enable them to prepare effectively for each meeting. A Director may ask for explanations or for additional information and, more generally, submit to the Chairman or the Lead Independent Director any request for information or access to information which he or she deems appropriate.

Directors’ attendance at Board and Committeemeetings during FY19 2.6.3 During FY19, the Board of Directors met eight times with an attendance rate of 99.09%. The average duration of the meetings of the Board of Directors was circa three hours.

Nominations, Governance and CSRCommittee

Audit Committee

Compensation Committee

Strategic Committee

Board of Directors

Alexandre Ricard Patricia Barbizet  (1)

8/8 4/4 8/8 8/8 8/8 8/8 8/8 8/8 8/8 7/8 8/8 8/8 8/8

1/1

1/1

Nicole Bouton

4/4 4/4

6/6

Wolfgang Colberg

4/4

1/1 1/1 1/1

IanGallienne César Giron

6/6

4/4

Martina Gonzalez-Gallarza

Anne Lange

1/1

Pierre Pringuet Gilles Samyn

5/6

0/1

4/4

Société Paul Ricard (represented by Paul-Charles Ricard)

Kory Sorenson Veronica Vargas

4/4

6/6

Directors representing the employees Maria Jesus Carrasco Lopez  (2)

3/3 8/8

Stéphane Emery 6/6 Since the appointment of Ms Patricia Barbizet as a Director at the Shareholders’ Meeting of 21 November 2018, four meetings of the Board of Directors have been held. Ms Patricia Barbizet was also (1) appointed Chairwoman of the Nominations, Governance and CSR Committee by the Board of 23 January 2019, upon the proposal of said Committee. Since her appointment, one meeting of the Nominations, Governance and CSR Committee was held during the year. During FY19, three meetings of the Board of Directors were held since the appointment of Ms Maria Jesus Carrasco Lopez as a Director representing the employees. (2)

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2018-2019

PERNOD RICARD UNIVERSAL REGISTRATIONDOCUMENT