Registration Document - Pernod Ricard

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MANAGEMENT REPORT
resources
STOCK OPTIONS ALLOCATED IN 2008/2009
Valuation of
the options Number
Nature of using the of options
options method used allocated
(purchase or for consolidated during the
Name of E xecutive D irector Date of plan subscription) accounts financial year Strike price
Mr. Patrick Ricard
Mr. Pierre Pringuet
No options were allocated in 2008/2009
SUMMARY TABLE OF STOCK OPTIONS EXERCISED BY THE EXECUTIVE DIRECTORS IN 2008/2009
PERNOD RICARD
Period of
exercise
Options exercised by each Executive Director during the year
Number of options
exercised Strike price Date of plan
Mr. Patrick Ricard 17,168 19.97 27.01.2000
46,772 25.67 18.12.2001
Mr. Pierre Pringuet 5,000 25.67 18.12.2001
Obligation to retain shares
Since June 2007, the Board of Directors has required the E xecutive
D irectors to retain 25% of shares acquired through the exercise of
unconditional options allocated under the June 2007 and June 2008
combined plans until their term of office expires.
It should also be noted that Pernod Ricard’s E xecutive D irectors own
a large number of shares in the Group, registered under their names
(see table “Directors’ equity investments in the issuer’s share capital
(position as of 2 September 2009)”). This situation existed prior to
change in the law making it mandatory for E xecutives to own and
keep such shares.
The Committee will therefore continue to recommend that the Board
of Directors require the E xecutive D irectors to retain a set quantity of
shares acquired pursuant to the exercise of options under each plan,
in accordance with AFEP/MEDEF recommendations. The quantity to
be conserved will now bear exclusively on conditional options.
In this way, the number of Pernod Ricard shares held by the E xecutive
D irectors in their own name should increase gradually over time.
The Committee and the Board of Directors reserve the possibility of
also looking into the application of a rule requiring a percentage of
compensation to be held in the form of Company shares.
Impact of the AFEP/MEDEF
recommendations
During the year, the D irectors carried out a detailed analysis of the
new AFEP/MEDEF recommendations issued in December 2008.
Generally speaking, the members of the Board of Directors found that
the Group’s practices with respect to the compensation of E xecutive
D irectors were already consistent with the new recommendations.
As has already been mentioned, on 5 November 2008, in order to
comply with the AFEP/MEDEF recommendations from the outset,
Mr. Patrick Ricard and Mr. Pierre Pringuet waived their right to
special bonuses that had been approved by the Board of Directors on
23 January 2008.
Aside from the few adjustments made to the compensation policy, as
described in the various parts of this chapter, the main impact from
these recommendations was the termination of Mr. Pierre Pringuet’s
suspended work contract and the resulting consequences.
Given the short time between the date on which the new
recommendations were issued (October 2008) and the date on
which Mr. Pierre Pringuet’s term was renewed (November 2008),
the D irectors took time to confirm the various elements comprising
Mr. Pierre Pringuet’s compensation and benefits as the Group’s Chief
Executive Officer.
On 10 February 2009, Mr. Pierre Pringuet resigned from his work
contract which was suspended to comply with the recommendations.
Consequently, he also waived his right to the various elements
attached to the suspended contract, namely a no-competition clause
and the promise of a payment in the event of his departure.
During the 12 February 2009 meeting that confirmed the elements
comprising Mr. Pierre Pringuet’s fixed and variable compensation,
the Board of Directors also decided to allow the Managing Director
to keep the benefits of the supplementary and conditional collective
defined-benefit pension scheme and to guarantee him the same
health insurance scheme as he enjoyed prior to the renewal of his
term of office. The Board of Directors also introduced a two-year nocompetition
clause, linked to Mr. Pierre Pringuet’s directorship, in
exchange for a year’s fixed and variable compensation.
The commitments made in Mr. Pierre Pringuet’s favour and authorised
by the Board of Directors in accordance with the procedures laid
down by regulated agreements and commitments , will be put to a
vote by shareholders on 2 November 2009 within the framework of
the Statutory Auditors’ special report on regulated agreements and
commitments.
To ensure that proposals with respect to compensation are simple
and easily understood, the Committee and the Board of Directors
have decided not to maintain any particular advantage for Mr. Pierre
Pringuet, even in the event of a forced departure or contingent on
performance conditions in accordance with the recommendations.
I REFERENCE DOCUMENT 2008/2009 I