The report on corporate governance, within the competence of the Supervisory Board, groups information on the composition and functioning of management bodies, on compensation of corporate officers and on matters likely to be significant in the event of a public offer.
The information presented below is that mentioned in articles L. 225-37-3 and L. 225-37-4 of the French Commercial Code. Other information in the report, notably that mentioned in article L. 225-37-5 of the French Commercial Code, is listed in section 10.8 of the Universal Registration Document “Crossreference table for the corporate governance report”.
Publicis Groupe SA refers to the Afep-Medef Code as updated in January 2020, with the exception of the recommendations set out in Section 3.1.4 of this Universal Registration Document. This Corporate Governance Code is available for consultation on the Afep www.afep.com.
Publicis Groupe and its Supervisory Board place great importance on the quality of the Group’s governance and on compliance with the rules and principles governing its business activities.
Publicis has always taken an innovative approach to its governance: since 1987, the Group has had a dual governance system with both Management and Supervisory Boards, in the belief that this would ensure a better balance of powers for the benefit of all stakeholders. The quality of the Board’s work is guaranteed by the strong commitment of its members and made easier by the work of four committees: a Compensation Committee, an Nominating Committee , a Strategy and Risk Committee and an Audit Committee.
On June 1, 2017, Arthur Sadoun succeeded Maurice Lévy as Chair of the Management Board of Publicis Groupe SA and on the same date Maurice Lévy succeeded Élisabeth Badinter as Chair of the Supervisory Board. Élisabeth Badinter was appointed Vice-Chair of the Supervisory Board on June 1, 2017.
The Company is a French joint-stock limited liability company (société anonyme) with a Management Board (Directoire) and a Supervisory Board (Conseil de surveillance). The members of the Management Board and Supervisory Board are collectively referred to as “corporate officers” in this document.
The bylaws of Publicis Groupe SA provide for a Supervisory Board with between three and 18 members. Supervisory Board members are appointed by the General Shareholders’ Meeting. They serve four-year terms of office. The General Shareholders’ Meeting may nevertheless appoint or reappoint one or more Supervisory Board members for one, two or three years with the sole aim of staggering their terms of office.
At December 31, 2019, the Supervisory Board had 13 members including one member representing employees appointed by the works council pursuant to article L. 225-79-2 of the French Commercial Code. Eight members are foreign nationals. It has an equal number of men and women and 66% of independent members, with the Board member representing employees not included in the calculation of these percentages, in accordance with the law and the Afep-Medef Code.
| Parity on the Board(1) | Average age | Diversity(2) | Independent members(1) (3) | Average length of term of office | Employee representation |
|---|---|---|---|---|---|
| 50% Women/50% Men | 50% Women/50% Men Average age60 years | 50% Women/50% Men Diversity(2)66% | 50% Women/50% Men Independentmembers(1) (3) 66% | 50% Women/50% Men Average length of term of office8 years | 50% Women/50% Men Employee representation1 member |
(1) In accordance with the law and the Afep-Medef Code, Board members representing employees are not included in the calculation of the minimum/maximum number of Board members, or in gender quotas, or for the number of independent members.
(2) Board members who are foreign nationals (excluding member representing employees).
(3) Members of the Supervisory Board qualifying as independent according to the Afep-Medef Code independence criteria.
The changes in the Board’s composition in 2019 resulted in greater independence and diversity and a reduction in the average age of members from 62 to 60 as well as in their average terms of office from 10 years to 8 years.
