2019 Annual financial report

Classification of Supervisory Board members in terms of the independence criteria in the Afep-Medef Code: (the criterion is considered satisfied when identified by a ✓)

n/a: not applicable.

Pursuant to these criteria, at December 31, 2019, eight of the 12 members of the Supervisory Board (excluding the Board member representing employees in accordance with paragraph 9.3 of the Afep-Medef Code) were independent, i.e. 66%. The goal to increase the number of independent members on the Supervisory Board was achieved following the General Shareholders’ Meeting of May 29, 2019 with the appointment of three Board members classified as independent by the Board: Suzan LeVine, Antonella Mei-Pochtler and Enrico Letta.

The classification as an independent member of the Supervisory Board is reviewed annually by the Nominating Committee, which draws up a report. This report is then passed on to the Supervisory Board, which reviews the position of each member of the Supervisory Board. It specifically verifies that its members have no significant business relationship either from a qualitative or quantitative perspective with Publicis Groupe.

Employee representation

Pierre Pénicaud, appointed Board member representing employees by the Group Committee in accordance with the bylaws of the Company and the law, has a seat on the Supervisory Board under the same conditions (and with voting rights) as other members. Subject to the applicable legislation, the Board member representing employees is subject to all legal and statutory provisions, and has the same rights and is subject to the same obligations, particularly those set by the Board’s internal regulations, as those applicable to other Board members. 

The Company’s bylaws and the internal Board regulations state that each member of the Board must hold, in their own name and for the duration of their term of office, a minimum of five hundred shares, with the exception of the Supervisory Board member representing employees, in accordance with the law.