PERNOD RICARD - 2018-2019 Universal registration document

2.

CORPORATE GOVERNANCE Structure and operation of the Committees

Nominations, Governance and CSRCommittee 2.7.3

Composition

On 28 August 2019, the Nominations, Governance and CSRCommittee comprised: Chairwoman: Ms Patricia Barbizet (Lead Independent Director) Members:

Ms Nicole Bouton (Independent Director) Mr Wolfgang Colberg (Independent Director) Mr César Giron (Director)

Three out of the four Directors who are members of the Nominations, Governance and CSR Committee are Independent Directors (75%), 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 FY19, this Committeemet four times, with and 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) 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 FY19, 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 and professional and salary equity; — annual review of the Board of Directors and its Committees’ operations; and — proposals to improve the operations of the Board of Directors and its Committees. — In FY20, 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, but will pursue, led by its chairwoman, the Company’s Lead Independent Director, the diversity objectives in terms of skills on the Board of Directors and the robustness of the succession plan at all key levels in the Group.

Main roles

Main activities in FY19

Outlook FY20

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2018-2019

PERNOD RICARD UNIVERSAL REGISTRATIONDOCUMENT