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 15 members, eight of whom are independent and two of whom represent Group employees. Following the recommendation of the Nominations and Governance Committee as of 23 January 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 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 & 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 shareholder 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.
Over the course of FY24, the Board met ten times, with an attendance rate of 97.95%. The average length of the meetings was approximately two hours and forty‑six minutes. Their main activities were to:
The Board of Directors is assisted in its work by five specialised Committees which provide advice and recommendations for the Board’s discussions. The Strategic Committee - created and headed by Alexandre Ricard since 2015 - reviews key subjects for the Group and issues recommendations on acquisitions, divestitures and partnership projects. It studies all strategic matters of interest to the Group. The Audit Committee reviews the half-year and annual draft financial statements and monitors the Group’s cash flow and debt situation. It also assesses the Group’s risk management and internal control systems. The Nominations and Governance Committee proposes new Directors and reviews the composition and operation of the Board, as well as the Group’s performance and talent management policy. The CSR Committee examines, reviews and implements the Group’s CSR strategy, notably regarding decarbonisation. It monitors any relevant regulatory evolution and assesses the risks and opportunities in terms of social, societal and environmental performance. Lastly, the Compensation Committee 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.
