Notre gouvernance

Our Board of Directors

The Board of Directors oversees the governance in an ethical and transparent manner while ensuring that the business is managed in the best interests of its stakeholders. The Board members, who bring together complementary skills and experience, ensure that the Group pursues its business strategy with the primary goal of increasing the value of the Group.

ORGANISATION

In accordance with the AFEP‑MEDEF Code of Corporate Governance for listed companies, Pernod Ricard respects  the independence criteria established in the Code. The Board is comprised of 14 members, eight of whom are independent  and two of whom  2019, the Board appointed a Lead Independent Director.

The Internal Regulations stipulate that the Board members must meet at least six times per year for meetings that are presided  by the Chairman of the Board, who is also Pernod Ricard’s  Chief Executive Officer. The Chairman reports on the Board’s progress at the Annual Shareholders’ Meeting. The Chairman is tasked with ensuring that the Group’s bodies run smoothly, which includes providing the Directors with the information  and the resources they need to fulfil their duties. The role of  the Lead Independent Director is notably to convene and chair the meetings of the Board of Directors in the absence  of the Chairman and CEO, conduct the annual assessment of the functioning of the Board of Directors on the basis of individual interviews with each Director, prevent the occurrence of conflict of interest situations, ensure compliance with the rules of the AFEP‑MEDEF Code and the Board’s Internal Rules and Regulations, convene and chair the Executive Session, review shareholders' requests for corporate governance and ensure that they are answered and meet with the Company’s investors. In order to further root its work in the Group’s daily business operations, the Board holds one meeting per year in an operating affiliate.

ACTIVITY 2019/20

Over the course of FY20, the Board met nine times, with an attendance rate of 100%. An exceptional Board meeting and several follow‑up meetings were held this year in the context of the sanitary crisis. The average length of the meetings was approximately four hours. Their main activities were to:

• approve the half‑year and annual financial statements ;
• review the budget; 
• oversee the preparations for the Annual Shareholders’ Meeting ;
• review and approve the work of the four specialised committees ;
• review presentations of the activities of the functional departments and affiliates;
• review its own functioning and that of its committees;
• manage the sanitary crisis.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors is assisted in its work by four specialised committees which provide advice and recommendations for the Board’s discussions. The Strategic Committee – created and presided by Alexandre Ricard since 2015 – reviews key subjects for the Group, issues recommendations on acquisitions, divestitures and partnership projects and studies all strategic matters of interest to the Group. The Audit Committee notably reviews the half‑year and annual draft financial statements, monitors the Group’s cash flow and debt situation and assesses the Group’s risk management and internal control systems.  The Nominations, Governance & CSR Committee notably proposes new Directors and reviews the composition and operation of the Board, CSR issues and the Group’s performance and talent‑management policy. Lastly, the Compensation Committee notably defines the remuneration policy for the Group’s Executive Directors, proposes a general long‑term remuneration policy and implements an annual plan for the allocation of options and performance shares.