EUR 1000.00 For Business Accounts Only

Pernod Ricard - AGM 27 November 2020

Resolution 4: To approve the allocation of income and the dividend payment.

Despite a distribution rate of 213%, this should be put into perspective due to the €999 million impairment loss recorded during the 2019-2020 financial year (€768 million in net income after tax). This charge has substantially reduced net income, but does not affect cash due to its non-cash nature. Restated for impairment, the distribution remains covered by net income. We recommend approval.

 

Resolution 5 :Re-election of Alexandre Ricard as a Director for 4 years of Alexandre Ricard as a Director.

Alexandre Ricard's mandate as Chairman of the Board of Directors, who also holds the position of Chief Executive Officer, has some positive points: improvements in governance, honourable stock market performance, both in absolute terms and relative to his competitors (discussed in more detail in the resolution). Despite these elements, this renewal is an opportunity to recall that combining the functions of Chairman of the Board and Chief Executive Officer does not appear to be good governance and is contrary to the principles defined by ECGS, which calls for the separation of functions. In this hypothesis, a Board with a majority of members free of potential conflicts of interest seems to us to be a necessary prerequisite in order to decide whether to propose the renewal of Alexandre Ricard's term of office as Chairman and Chief Executive Officer, who, in addition to his functions as Chairman and Chief Executive Officer, will have a supervisory and supervised position. However, the majority of the Board is not composed of members free of potential conflicts of interest. In addition, Alexandre Ricard, in his capacity as Chairman of the Board, did not propose the withdrawal of double voting rights. This double voting right attributed to all shares that have been registered for at least 10 years is contrary to our "one share - one vote" voting policy and seems to us to be particularly oriented in favor of the company's historical shareholders, such as Alexandre Ricard and his family. Therefore, we recommend opposition.

 

Resolution 10: Ex-post binding "Say on Pay" vote on the executive individual remuneration of Alexandre Ricard, Chairman and CEO.

ECGS appreciates the fact that total compensation is down 30% compared to the previous financial year and thus draws the consequences of the poor operational performance of the last financial year : the achievement rates for the quantitative part of the annual bonus are 0%. The compensation of €3,338,865 represents 81% of the median total compensation of executives of CAC40 companies and 82% of the median total compensation of executives in the Food & Beverages sector of the MSCI Europe. We recommend approval.