2. Corporate Governance Report of the Board of Directors 2.8 Compensation policy 56 on corporate governance 32 2.9 Financial authorisations 2.1 Composition of the Board and delegations 77 of Directors on 30 June 2020 32 2.10 Share buyback programme 79 2.2 Overview of the composition of the Board of Directors 2.11 Items liable to have an impact and its Committees 33 in the event of a public offer 81 2.3 Duties performed 2.12 Shareholders’ Meetings by the Directors 34 and attendance procedures 82 2.4 Governance Structure 43 2.13 Management structure 83 2.5 Composition of the Board of Directors 44 2.6 Structure and operation of the Board of Directors 50 2.7 Structure and operation of the Committees 53 Section Pernod Ricard Universal Registration Document 2019-2020 31 2. CORPORATE GOVERNANCE Report of the Board of Directors on corporate governance This section presents the report of the Board of Directors on corporate governance as required by article L. 225-37 of the French Commercial Code. It describes, in the context of the preparation of the financial statements for FY20, the conditions governing the preparation and organisation of the work performed by the Board of Directors and its Committees, the powers entrusted to the Chairman and CEO, the principles and rules used to determine compensation and other benefits granted to the corporate officers, the compensation policies applicable to the Chairman and CEO and to the corporate officers, in accordance with articles L. 225-37-2 and L. 225-37-3 of the French Commercial Code, as well as other information pursuant to articles L. 225-37 et seq. of the French Commercial Code. This report was prepared on the basis of the work carried out by several different departments of the Company, in particular the Legal Department, the Group’s Internal Audit Department and the Human Resources Department. This report was approved by the Board of Directors on 1 September 2020, following the examination by the Board’s Committees of each section relating to their area of competence and was shared with the Statutory Auditors. Report of the Board of Directors on corporate governance 2.1 Composition of the Board of Directors on 30 June 2020 Mr IAN GALLIENNE MS PATRICIA BARBIZET MS ESTHER BERROZPE GALINDO Independent Lead Independent Director Director Independent Director Mr PAUL-CHARLES RICARD Mr CÉSAR GIRON Permanent representative Director of Société Paul Ricard, Director MS KORY SORENSON MS MARIA JESUS CARRASCO LOPEZ Independent Director Director representing the employees Mr HERVÉ JOUANNO Mr GILLES SAMYN Representative of the Social and Economic Committee Independent (non-Director) Director Mr STÉPHANE EMERY Director representing Mr WOLFGANG COLBERG the employees Independent Director MrMS PAUL-CHARLES VERONICA VARGAS RICARD Director Mr PHILIPPE PETITCOLIN Mr ALEXANDRE RICARD MS ANNE LANGE Independent Chairman and Chief Independent Director Executive Officer Director Chairman Strategic committee Audit committee Nominations, governance and csr committee Compensation Committee 32 Pernod Ricard Universal Registration Document 2019-2020 2. CORPORATE GOVERNANCE Overview of the composition of the Board of Directors and its Committees 2.2 Overview of the composition of the Board of Directors and its Committees Date of expiry of Number of Nominations, Date of first term of years on the Audit Compensation Governance and Strategic Name Age Gender appointment office Board Committee Committee CSR Committee Committee Executive Director Alexandre Ricard Chairman and CEO (Chairman) French Citizen 48 M 29.08.2012 2020 AGM 8 ü Directors considered as independent by the Board Patricia Barbizet Lead Independent Director (Chairwoman) French Citizen 65 F 21.11.2018 2022 AGM 2 ü ü Esther Berrozpe Galindo Spanish and Italian Citizen 50 F 08.11.2019 2023 AGM 1 Wolfgang Colberg (Chairman) German Citizen 60 M 05.11.2008 2020 AGM 12* ü ü ü Ian Gallienne French Citizen 49 M 09.11.2012 2022 AGM 8 ü ü Anne Lange French Citizen 52 F 20.07.2016 2021 AGM 4 ü Philippe Petitcolin French Citizen 68 M 08.11.2019 2023 AGM 1 ü ü Gilles Samyn Belgian and French Citizen 70 M 06.11.2014 2022 AGM 6 ü Kory Sorenson (Chairwoman) British Citizen 51 F 06.11.2015 2023 AGM 5 ü ü Directors César Giron French Citizen 58 M 05.11.2008 2020 AGM 12 ü ü Société Paul Ricard (Represented by Paul-Charles Ricard) French Citizen 38 M 09.06.1983 2021 AGM 37 Veronica Vargas Spanish Citizen 39 F 11.02.2015 2021 AGM 5 Directors representing the employees Maria Jesus Carrasco Lopez Spanish Citizen 49 F 05.12.2018 05.12.2022 2 Stéphane Emery French Citizen 49 M 13.12.2017 13.12.2021 3 ü NUMBER OF MEETINGS FY20 9 4 5 5 2 AVERAGE ATTENDANCE RATE 100% 100% 100% 100% 100% * The 12-year term of office will expire on 5 November 2020, 12 years after his first appointment to the Board of Directors. Pernod Ricard Universal Registration Document 2019-2020 33 2. CORPORATE GOVERNANCE Duties performed by the Directors 2.3 Duties performed by the Directors MR ALEXANDRE RICARD Chairman and CEO Strategic Committee (Chairman) Mr Alexandre Ricard is a graduate of ESCP Europe, the Wharton School of Business (MBA majoring in finance and entrepreneurship) and the University of Pennsylvania (MA in International Studies). After working for seven years outside the Group, for Accenture (Strategy and Consulting) and Morgan Stanley (Mergers and Acquisitions Consulting), he joined the Pernod Ricard Group in 2003 in the Audit and Development Department at the Headquarters. At the end Age: 48 years old of 2004 he became the Chief Financial and Administration Officer of Irish Distillers Group, and then Chief Executive Officer of Pernod Ricard Asia Duty Free in September 2006. In July 2008, he was appointed as Chairman and CEO of French Irish Distillers Group and became a member of Pernod Ricard’s Executive Committee. In September 2011, he joined the Citizen Group General Management as Managing Director, Distribution Network and became a member of the Executive Board. Business address: Mr Alexandre Ricard was the permanent representative of Société Paul Ricard (Director of Pernod Ricard) Pernod Ricard from 2 November 2009 until 29 August 2012, date on which he was co-opted as Director of Pernod Ricard and 5 Cours Paul Ricard appointed Deputy Chief Executive Officer & Chief Operating Officer. On 11 February 2015, he was then appointed 75008 Paris (France) Chairman and CEO of the Group by the Board of Directors. Number of shares held on Mr Alexandre Ricard is the grandson of Mr Paul Ricard, the founder of Société Ricard. 30 June 2020: 120,698 OFFICES AND MAIN FUNCTIONS HELD OFFICES THAT HAVE EXPIRED ON 30.06.2020 OR AT THE DATE OVER THE LAST FIVE YEARS OF RESIGNATION WHERE APPLICABLE Within the Group Within the Group Manager of Havana Club Know-How SARL (Luxembourg) Director of Havana Club Holding SA (Luxembourg) French companies Director of Perrier-Jouët Permanent representative of Pernod Ricard, Director of Pernod SAS et Ricard SAS Outside the Group Permanent representative of Pernod Ricard, Member of the Chairman and CEO of Le Delos Invest II Supervisory Committee of Pernod Ricard Europe, Middle East and Africa Chairman and CEO of Lirix Director of Martell & Co SA Non-French companies Chairman of Suntory Allied Limited (Japan) Director of Geo G. Sandeman Sons & Co. Ltd (United Kingdom) Member of the Board of Directors “Junta de Directores” of Havana Club International SA (Cuba) Outside the Group Member of the Management Board of Société Paul Ricard Director of Le Delos Invest I Director of Le Delos Invest II Director of Bendor SA (Luxembourg) 34 Pernod Ricard Universal Registration Document 2019-2020 2. CORPORATE GOVERNANCE Duties performed by the Directors MS PATRICIA BARBIZET Nominations, Governance and Lead Independent Director CSR Committee Compensation (Chairwoman) Committee Ms Patricia Barbizet is a graduate of ESCP Europe and began her career in 1976 with the Renault Véhicules Group in Treasury before becoming Financial Director of Renault Crédit International. In 1989, she joined the Pinault Group as Chief Financial Officer and became, from 1992 to 2018, Chief Executive Officer of Age: 65 years old Artémis, the Pinault family’s investment company. From 2014 to 2016, she was also CEO & Chairwoman of Christie’s French International and chaired the Strategic Investment Fund (SIF) Investment Committee from 2008 to 2013. She is currently Citizen Chairwoman of the Cité de la Musique – Philharmonie de Paris and Chairwoman of Zoé SAS. Business address: Ms Patricia Barbizet was appointed Chairwoman of the Investissements d’Avenir Supervisory Committee in April 2018 and Témaris & Associés has been Chairwoman of the Haut Comité de Gouvernement d’Entreprise since 1 November 2018. 40, rue François Ier 75008 Paris (France) Ms Patricia Barbizet has been a Director of Pernod Ricard since 2018 and was appointed Lead Independent Number of shares Director on 23 January 2019. held on 30 June 2020: OFFICES AND MAIN FUNCTIONS HELD OFFICES HELD OUTSIDE THE GROUP 3,000 OUTSIDE THE GROUP ON 30.06.2020 THAT HAVE EXPIRED OVER THE LAST OR AT THE DATE OF RESIGNATION FIVE YEARS WHERE APPLICABLE Director of Fnac-Darty (1) (1) Director of AXA Vice-Chairwoman of the Board of Directors of Kering (1) (1) Director of Total Director of Peugeot SA (1) Director of Colombus CEO of Artémis Chairwoman of Cité de la Musique – Philharmonie de Paris CEO of Christie’s International Plc (United Kingdom) Chairwoman of Témaris et Associés Director of Yves Saint Laurent Chairwoman of Zoé SAS (1) Listed company. MS ESTHER BERROZPE GALINDO Independent Director Ms Esther Berrozpe Galindo has a wealth of international experience, having spent more than 25 years in the consumer goods sector, specifically in the development and transformation of businesses, holding marketing, sales and management roles at Whirlpool in both Europe and North America.