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Report of the Chairman of the Board of Directors of the Company on The CORPORATE GOVERNANCE AND INTERNAL CONTROL Report of the Chairman of the Board of Directors of the Company on the composition of the Board and the implementation of the principle of balanced representation of women and men within the Board, as well as on the conditions 2 governing the preparation and organisation of the work performed by the Board of Directors Composition of the Board of Directors and duties performed by the Directors The table below describes the composition of the Board of Directors of the Company as at 30 June 2012. Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable CHAIRMAN OF THE BOARD OF DIRECTORS Mr Patrick Ricard 15.06.1978 (2) 2011/2012 Member and Vice-Chairman of the Director of Provimi SA Supervisory Board of Société Paul Ricard (3) Director of Altadis SA (Spain) Mr Patrick Ricard Director of the Fédération des Exportateurs Director of Société Générale passed away suddenly de Vins & Spiritueux Director of the Association Nationale on 17 August 2012. des Industries Alimentaires On 29 August 2012, the Board of Directors appointed Ms Danièle Ricard as Chairwoman of the Board of Directors CEO AND DIRECTOR Mr Pierre Pringuet 17.05.2004 2011/2012 Director of Iliad None Director of Cap Gemini On 29 August 2012, the Board of Directors appointed Mr Pierre Pringuet as Vice- Chairman of the Board of Directors REGISTRATION DOCUMENT 2011/2012 PERNOD RICARD 17 CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable DIRECTORS Mr François Gérard 10.12.1974 2013/2014 None None Ms Danièle Ricard 16.06.1969 2012/2013 Chairwoman of the Management Board None of Société Paul Ricard (3) On 29 August Non-associate Manager of Le Garlaban 2012, the Board of Chairwoman of the Board of Directors Directors appointed of Bendor SA (Luxembourg) Ms Danièle Ricard as Chairwoman of Les Embiez SAS Chairwoman of the Non-associate Manager of Le Tabac 2 Board of Directors des Îles de Bendor et des Embiez Société Paul Ricard (3) 09.06.1983 2012/2013 Chairman of Le Delos Invest III Chairman and CEO of Le Delos Invest I represented by (Société Paul Ricard) (3) (Mr Alexandre Ricard) Mr Alexandre Ricard Member of the Management Board of Société Paul Ricard (3) (Mr Alexandre Ricard) On 29 August 2012, Chairman and CEO of Le Delos Invest II the Board (Mr Alexandre Ricard) of Directors co-opted Chairman and CEO of Lirix Mr Alexandre Ricard (Mr Alexandre Ricard) as Director. Director of Le Delos Invest I Société Paul Ricard, (Mr Alexandre Ricard) Director, notified Director of Bendor SA (Luxembourg) the Company that it (Mr Alexandre Ricard) would be represented by Mr Paul-Charles Ricard as of 29 August 2012 Mr César Giron 05.11.2008 2011/2012 Member of the Management Board None of Société Paul Ricard (3) Director of Lirix Director of Le Delos Invest I Director of Le Delos Invest II Director of Bendor SA (Luxembourg) Ms Martina 25.04.2012 2011/2012 None None Gonzalez-Gallarza Ms Martina Gonzalez-Gallarza was co-opted as Director by the Board of Directors on 25 April 2012, following Mr Rafaël Gonzalez-Gallarza’s resignation from his functions as Director on 15 February 2012 18 PERNOD RICARD REGISTRATION DOCUMENT 2011/2012 CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable INDEPENDENT DIRECTORS Ms Nicole Bouton 07.11.2007 2014/2015 Chair man of Financière Accréditée Chair man of the Financière Centuria (subsidiary of Centuria Capital) Group (GFC) Chair man of Centuria Accréditation Chair man of Centuria Luxembourg (subsidiary of Centuria Capital) (subsidiary of GFC) Chair man of the Strategy Committee Chair man of Financière Centuria Asset of Friedland Gestion Management (subsidiary of GFC) Director of AMOC (Opéra Comique) Mr Laurent Burelle 04.05.2011 2012/2013 Chair man and CEO of Compagnie Plastic Chairman of Plastic Omnium Plastiques Omnium SA Hautes Performances SAS 2 Deputy CEO and Director of Burelle SA Chairman of Signature Holding SAS Deputy CEO and Director of Sogec 2 SA Chairman of Compagnie Signature SAS Director of Burelle Participations SA Chairman of Epsco International Inc. Chairman and Member of the Supervisory (United States) Board of Sofiparc SAS Chairman of Plastic Omnium AG Chairman and Member of the (Switzerland) Supervisory Board of Plastic Omnium Chairman of Performance Plastics Environnement SAS Products -3P Inc. (United States) Chairman of Plastic Omnium Auto SAS Chairman of Plastic Omnium Auto Chairman of Plastic Omnium Auto Exteriors LLC (United States) Exteriors SAS Chairman of Plastic Omnium Industries Inc. Chairman of Inergy Automotive (United States) Systems SAS Director of Lyonnaise de Banque Chairman of Cie Financière de la Cascade SAS Member of the Supervisory Board of Labruyère Eberlé SAS Manager of Plastic Omnium GmbH (Germany) Chairman and Managing Director of Compania Plastic Omnium SA (Spain) Legal Representative of Plastic Omnium Auto Exteriors, co-Manager of Valeo Plastic Omnium SNC Chairman of Plastic Omnium Inc. (United States) Chairman of Plastic Omnium Automotive Services Inc. (United States) Director of Le Progrès SA Director of Inergy Automotive Systems LLC (United States) Chairman of Plastic Omnium Ltd (United Kingdom) Chairman of Plastic Omnium International BV (Netherlands) Director of Signal AG (Switzerland) Mr Michel Chambaud 02.11.2009 2012/2013 Managing Director of GBL TC (Belgium) None Member of the Supervisory Board of Filhet Allard Director of Steel Partners NV (Belgium) Director of Ergon Capital Partners III (Belgium) REGISTRATION DOCUMENT 2011/2012 PERNOD RICARD 19 CORPORATE GOVERNANCE AND INTERNAL CONTROL REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Director’s first name Date of expiry Offices and main positions held outside Offices held outside the Group that have expired and surname Date of first of term the Group at 30.06.2012 or at the date during the last 5 years or Company name appointment of office (1) of resignation when applicable Mr Wolfgang Colberg 05.11.2008 2011/2012 Member of the Regional Board of Deutsche Member of the Supervisory Board of Roto Bank AG (Germany) Frank AG, Stuttgart (Germany) Vice-Chairman of the Board of Directors of STEAG GmbH (Germany) Member of the Board of THS GmbH (Germany) Member of the Board of Directors of Vivawest Wohnen GmbH (Germany) Mr Gérald Frère 02.11.2009 2012/2013 Chairman of the Board of Directors Director of GBL Finance SA (Luxembourg) 2 and Chairman of the Nominations and Chairman of Diane SA (Switzerland) Mr Gérald Frère Remuneration Committee of Compagnie Member of the Board of Trustees informed the Board Nationale à Portefeuille SA (CNP) (Belgium) of Guberna (Belgium) of Directors of his Chairman of the Board of Directors of Director of Fingen SA (Belgium) decision to resign, Groupe Bruxelles Lambert SA (Belgium) Director of Suez-Tractebel SA (Belgium) for personal reasons, Chairman of the Board of Directors of Auditor of Frère-Bourgeois Holding BV from his duties as Stichting Administratie Kantoor Bierlaire (Netherlands) Director on the Board (Netherlands) Chairman of the Remuneration Committee of Directors as of Chairman of the Board of Directors of Banque Nationale de Belgique SA 9 November 2012 and Managing Director of Haras (Belgium) de la Bierlaire SA (Belgium) Chairman of the Board of Directors Vice-Chairman of the Board of Directors of Filux SA (Luxembourg) of Pargesa Holding SA (Switzerland) Chairman of the Board of Directors Member of the Standing Committee and of Segelux SA (Luxembourg) Director of Groupe Bruxelles Lambert SA Chairman of the Board of Directors (Belgium) of RTL Belgium (Belgium) Managing Director of Financière Chairman of the Standing Committee and de la Sambre SA (Belgium) Managing Director of Groupe Bruxelles Managing Director of Frère-Bourgeois SA Lambert SA (Belgium) (Belgium) Director and Member of the Corporate Director, Member of the Compensation Governance and Nominations Committee Committee and Member of the Related of Lafarge SA Party and Conduct Review Committee Manager of GBL Energy Sàrl (Luxembourg) of Corporation Financière Power (Canada) Manager of GBL Verwaltung Sàrl Director of Erbe SA (Belgium) (Luxembourg) Director of Fonds Charles-Albert Frère asbl Member of the Supervisory Board of the (Belgium) Financial Services Authority (Belgium) Director of Stichting Administratie Kantoor Frère-Bourgeois (Netherlands) Auditor of Agesca Nederland NV (Netherlands) Auditor of Parjointco NV (Netherlands) Regent and Member of the Budget Committee of Banque Nationale de Belgique SA (Belgium) Manager of Agriger SPRL (Belgium) Director of Electrabel
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