The Supervisory Board
The terms of office as Supervisory Board members of Sophie Dulac, Marie-Josée Kravis, Thomas H. Glocer and André Kudelski will expire at the end of the upcoming General Shareholders’ Meeting of May 27, 2020.
On the recommendation of the Nominating Committee, the Supervisory Board will ask the next General Shareholders’ Meeting to reappoint the four aforementioned members of the Supervisory Board for four-year terms.
This proposal to safeguard the governance of Publicis is part of the ongoing goal to maintain the international breath of the Board, the professionalism of its members and the percentage of independent members.
In accordance with article L. 225-79-2 of the French Commercial Code, amended by Act no. 2019-486 of May 22, 2019, when the Supervisory Board has more than eight members (as opposed to twelve members previously), a second employee representative must be appointed to the Board. This appointment, which is within the remit of the Group Works Council, must take place within six months of the General Shareholders’ Meeting of May 27, 2020. The table below summarizes the planned changes in 2020 to the composition of the Supervisory Board (excluding the member representing employees):
Supervisory Board member | Departure | Renewal | Appointment | Nationality |
|---|---|---|---|---|
Supervisory Board member Sophie Dulac | Departure
| Renewal May 27, 2020 | Appointment
| Nationality French |
Supervisory Board member Thomas H. Glocer | Departure
| Renewal May 27, 2020 | Appointment
| Nationality US |
Supervisory Board member Marie-Josée Kravis | Departure
| Renewal May 27, 2020 | Appointment
| Nationality US |
Supervisory Board member André Kudelski | Departure
| Renewal May 27, 2020 | Appointment
| Nationality Swiss |
Subject to approval of the aforementioned changes by the General Shareholders’ Meeting of May 27, 2020, the Supervisory Board would look like this:
The term of office of Jean-Michel Etienne on the Management Board will end on December 31, 2020.
To the best of the Company’s knowledge, over the past five years:
The Supervisory Board has strict internal rules in the area of conflicts of interest: the principle is that members of the Supervisory Board must be able to exercise their role in a completely independent manner, vis-à-vis each other and vis-à-vis the Management Board, and that each member undertakes, as soon as he or she learns of it, to inform the Supervisory Board of any conflict of interest, whether actual or potential.
In the event of any such conflict of interest, the interested member refrains from discussing, or voting on, the decision on the subject in question. In accordance with the internal rules of the Supervisory Board, Maurice Lévy informed the Supervisory Board on December 19, 2018 of a conflict of interest created by the binding offer made by Ycor SCA, in which Maurice Lévy has an interest, to the subsidiaries of Publicis Groupe SA regarding a possible acquisition of Proximedia, and the agreement to enter into exclusive negotiations with these subsidiaries.
The process, conducted with the help of an independent bank, resulted in more than 60 potential candidates being approached.
The offer presented by the company Ycor SCA was the best bid and this binding offer resulted in the disposal of Proximedia to Ycor SCA on April 30, 2019 (see Section 3.3.1 Terms and conditions of financial transactions with related parties below). As a result, Maurice Lévy excused himself from Board meetings when such matters were being discussed. As far as the Company is aware, the only family ties between the Company’s corporate officers are those between Élisabeth Badinter – daughter of Marcel Bleustein-Blanchet, Publicis Groupe founder – her son Simon Badinter and her niece Sophie Dulac. Apart from the information indicated, to the Company’s knowledge there are no family links or potential conflicts between the interest of members of the Supervisory Board or of the Management Board of the Company and their duties towards the Company.
Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Supervisory Board or Management Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.2 and 3.3. Except as may be described otherwise in Section 3.3, no appointment as member of the Supervisory Board or the Management Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company
