In accordance with article L. 225-100 (III) of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year by means of a separate resolution for each member of the Management Board.
The General Shareholders’ Meeting of May 27, 2020 will thus be asked to vote on the items of compensation paid or awarded in respect of the 2019 financial year to Steve King, member of the Management Board, as set out below. These items comply with the principles and criteria of compensation of members of the Management Board with respect to the 2019 financial year presented in Chapter 3.2.2.1 of the 2018 Registration Document of Publicis Groupe SA as approved by the General Shareholders’ Meeting of May 29, 2019 in its seventeenth resolution. Given the strong approval of items of compensation at the previous General Shareholders’ Meeting, the items of compensation paid or awarded in respect of the 2019 financial year are in line with those paid or awarded in respect of the 2018 financial year. It should be noted that the fixed, variable and extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting in accordance with the provisions of article L.225-100 (III) paragraph 2 of the French Commercial Code.
These fixed, variable and extraordinary items within the total compensation and the benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Steve King, member of the Management Board, are subject to the approval of the General Shareholders’ Meeting of May 27, 2020 in its fifteenth resolution pursuant to article L. 225-100 (III) of the French Commercial Code.
/ Table – Items of compensation paid or awarded in 2019 to Steve King, member of the Management Board, subject to shareholder approval(1)
Items of compensation subject to approval | Amounts paid in respect of the past financial year | Amounts awarded in respect of the past financial year or accounting valuation | Presentation |
|---|---|---|---|
Items of compensation subject to approval Fixed compensation | Amounts paid in respect of the past financial year 1,026,324 | Amounts awarded in respect of the past financial year or accounting valuation 1,026,324 | Presentation Proportion of fixed compensation: 47.17% The rules for determining the fixed compensation of members of the Management Board can be found in Section 3.2.1.4 of this document. |
Items of compensation subject to approval Annual variable compensation | Amounts paid in respect of the past financial year 1,477,907 | Amounts awarded in respect of the past financial year or accounting valuation 1,149,483 | Presentation Proportion of variable compensation: 52.83% Variable compensation to be paid in 2020 for financial year 2019: After assessing the performance for each of the criteria indicated below during the 2019 financial year, the Supervisory Board set the variable part of Steve King’s compensation at GBP 1,008,000 gross, i.e. euro 1,149,483, the payment of which will be submitted to the Annual General Shareholders’ Meeting of May 27, 2020 in its fifteenth resolution in accordance with article L. 225-100 III of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below. |
Items of compensation subject to approval Multi-year variable compensation | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Exceptional compensation | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Stock options, performance shares or any other long-term benefit (warrants, etc.) | Amounts paid in respect of the past financial year N/A | Amounts awarded in respect of the past financial year or accounting valuation 721,500 | Presentation This amount represents the maximum annual valuation in the consolidated financial statements of the performance shares awarded in 2019 to Steve King under the LTIP 2019-2021 Directoire performance shares plan as described in Section 3.2.1.4. It was decided to award him 50,000 shares subject to continued presence and performance conditions covering the period 2019-2021 (i.e. 16,667 shares subject to continued presence and performance conditions per year). |
Items of compensation subject to approval Other benefits | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A(2) |
Items of compensation subject to approval Indemnities when taking or leaving a function | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation No sum was awarded with respect to the past financial year. The severance payment described in Section 3.2.1.4 that may be paid to Steve King equates to one year of total gross compensation (fixed and variable compensation paid) calculated from the average over the previous 24 months of compensation, subject to performance conditions, i.e. an estimated amount of euro 2,283,548. |
Items of compensation subject to approval Non-compete agreement | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Supplementary pension plan | Amounts paid in respect of the past financial year 54,112 | Amounts awarded in respect of the past financial year or accounting valuation 54,112 | Presentation N/A |
Items of compensation subject to approval Collective health and welfare insurance and systems | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation N/A |
Items of compensation subject to approval Compensation by the company(ies) within the scope of consolidation as per L. 233-16 of the French Commercial Code | Amounts paid in respect of the past financial year - | Amounts awarded in respect of the past financial year or accounting valuation - | Presentation Steve King continues to benefit from an employment contract with one of the Groupe’s subsidiaries. Compensation from positions in Groupe companies is excluded by Janus, the code of conduct of Publicis Groupe. Steve King does not receive compensation other than that detailed in this document. |
(1) Compensation determined and paid in pounds sterling. The translation into euros is carried out at the average rate of 1 pound sterling = euro 1,14036.
(2) Benefits in kind relating to the use of a company-provided vehicle are not mentioned if they are for an immaterial amount.
