Internal control and risk management are fully integrated as part of the operational and financial management of the Group. Its remit extends across all the Group’s activities and structures. The Group internal control and risk management policy, which is regularly monitored by the Audit Committee, approved by the Management Board and applied at all levels of the Group, is designed to provide reasonable assurance on the realization of the Group’s objectives in relation to:
The objectives of this framework, as approved by the Management Board and presented to the Audit Committee, are to enable:
The Group has a Secretary General office enabling it to monitor internal control in a formal and centralized manner: this function includes the Legal Department (managed by the General Counsel), the Internal Audit, Internal Control and Risk Management Department (managed by the VP Internal Audit & Risk Management), the Procurement Department, the Human Resources Department (compensation and social benefits, human resources management IT system, social affairs and mobility) and CSR. The Secretary General is a member of the Group’s Management Board. The Internal Audit & Risk Management VP and the Secretary General attend all Audit Committee meetings and have easy access to its Chairman and each of its members. The Audit Committee also has direct access to the Internal Control Department. The tools needed to gain a broader view of potential risks are thus in place, which supports the effort to improve risk management throughout the entire organization. The Secretary General takes part in all meetings of the Strategy and Risk Committee.
The Group’s internal control and risk management system is based on the 2013 COSO (Committee Of Sponsoring Organizations of the Treadway Commission) guidelines as well as the reference framework defined by the AMF.
Publicis Groupe has defined guidelines based on the Group values stated therein, including practical principles and rules on conduct, ethics and social responsibility, as well as any other practices to ensure that the operations of the Group’s entities comply with standards, laws and regulations. These guidelines, applicable to all of the Group’s hierarchical levels, set out the rules of conduct for this purpose: “The Publicis way to behave and the way to operate.” These guidelines are known as “Janus” and are distributed in all networks. They are also accessible online to all Group employees. A new version of “Janus” was published in April 2015.
The procedures relating to the preparation of accounting and financial information, to the continued security of IT systems and to the introduction of significant operational procedures are mentioned there in a detailed manner, promoting consistency of treatment at all levels of the Group and networks.
These guidelines serve as the foundation of the Group’s internal control system.
This system is also strengthened through a network of shared service centers (Re:Sources) systematically implemented by the Group since 1996 in order to overcome the challenges faced by a business that relies on a large number of agencies. This network is managed by a General Manager, reporting to the Chair of the Management Board, with the legal and financial functions of the shared service centers under the functional responsibility of the Group’s Legal Department and Financial Department and Employment Matters and Benefits, under the responsibility of the Groupe Human Resources Department. The network of Shared Service Centers now covers almost 98% of the Group’s revenue without Epsilon and 89% with Epsilon at December 31, 2019.
The Management Board, the Finance Department, the Operations Department (shared service centers, IT, real estate, insurance and mergers and acquisitions), the Internal Audit, Internal Control and Risk Management Department and the operational managers of the networks are all involved in deploying the internal control system. When the Group makes an acquisition, the internal control system is generally applied within 12 months following the acquisition date. Acquisitions also receive special attention when the annual audit plan is being drawn up.
