Registration Document - Pernod Ricard

Directors’ compensation
Compensation policy for members
of the Board of Directors
A total of €692,250 in D irectors’ fees was paid to members of
the Board of Directors for the 2008/2009 financial year, out of
the €750,000 allocated by the 5 November 2008 Shareholders’
Meeting. Directors’ compensation takes into account their effective
MANAGEMENT REPORT 3
Human resources
attendance at Board meetings and their membership (or otherwise)
of one or more committees. A committee-based hierarchy has been
set up. In addition, fixed and variable parts have been introduced into
Directors’ compensations by meeting in order to take absenteeism
into account. As from 20 September 2005, the Board of Directors
supplemented these rules by granting non-resident Directors a travel
bonus, which only relates to the variable portion of remuneration.
In addition, during its meeting on 17 September 2008, the Board of
Directors decided to grant an additional allocation to the Chairman
of the Audit Committee. Messrs Ricard and Pringuet are not eligible
for D irectors’ fees.
The following table gives the amounts (in euros) of D irectors’ fees and other compensation received by N on-E xecutive D irectors:
Directors Amounts paid in N – 1 (2007/2008) Amounts paid in N (2008/2009)
Ms. Nicole Bouton 28,675 42,800
Mr. Richard Burrows (1) 42,015 22,780
Mr. Jean-Dominique Comolli 69,575 68,000
Mr. Wolfgang Colberg (2) N.A. 39,160
Lord Douro 76,575 76,800
Mr. François Gérard 71,525 72,500
Mr. César Giron (2) N.A. 35,130
Mr. Rafaël Gonzalez-Gallarza 49,025 48,300
Ms. Françoise Hémard (2) 40,025 16,180
Mr. Didier Pineau-Valencienne 62,525 69,800
Ms. Danièle Ricard 55,800 57,600
Mr. Gérard Théry 62,525 64,800
Mr. William H. Webb 63,800 35,600
Société Paul Ricard SA 38,025 42,800
TOTAL 660,090 692,250
(1) Term expired in November 2008.
(2) Term begun in November 2008.
Compensation policy
for the E xecutive D irectors
The main task given by the Board of Directors to the Remuneration
Committee is to define a compensation policy for the E xecutive
D irectors. Every year, Committee members are asked to review the
various elements making up this compensation, namely the level and
value of fixed and variable compensation, the amounts and volumes
of stock options, and the retirement and S ocial security benefits
enjoyed by Pernod Ricard’s E xecutive D irectors.
Committee members aim to recommend a competitive overall
compensation package for the E xecutive D irectors. The package is
based on a constant and regular increase in the fixed portion every
year, as well as a variable portion linked to the Group’s economic
performances. The variable portion is intended to provide a genuine
incentive. Executive D irectors, like most of the Group’s managers and
employees, generally devote a large part of their career to Pernod
Ricard, and the Group’s compensation policy takes this into account
by offering regular rewards for medium- and long-term loyalty.
The fixed portion of the E xecutive D irectors’ compensation is
reasonable in the light of the Group’s organisation and the high level
of responsibility incumbent on its E xecutives. The Committee and the
Board of Directors aim to provide an incentive for managers to meet
ambitious targets for the Group’s growth, while at the same time
ensuring that the fixed portion remains appropriate.
Committee members also take care to recommend simple and easily
understandable measures, in terms of change in the compensation
offered to the E xecutive D irectors as well as the way in which they
receive their compensation. To this end, the Committee has for some
years advised against allowing the E xecutive D irectors to collect
directors’ fees. Accordingly, their direct compensation is made up
exclusively of a fixed annual compensation topped up by variable
compensation.
In addition, again for a number of years, Pernod Ricard has been
committed to transparency with respect to its E xecutive D irectors’
compensation, even before this became mandatory under French
law.
The Board of Directors confirmed its commitment to transparency
over the year, and information pertaining to the E xecutive D irectors’
compensation was posted on the Group’s website as soon as the
Board of Directors endorsed the AFEP/MEDEF recommendations in
February 2009.
Variable compensation can amount to 110% of fixed compensation
if targets are fully met, and up to a limit of 180% if financial targets
are substantially exceeded. Variable compensation is set primarily
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