The Management Board is assisted by a committee, the Management Committee, which is responsible for the Groupe’s operations and the execution of its strategy. It is comprised of members of the Management Board and:
Since November 27, 1987, Publicis Groupe SA has adopted a two-tier management system which comprises a Management Board and a Supervisory Board. This method separates the powers of management and oversight to establish a real balance of power. The Management Board is the Company’s decision-making body for the Company’s business operations.
The Supervisory Board has the responsibility of exercising ongoing supervisory authority over the Management Board. In application of the last paragraph of article 16 II of the Company’s bylaws, the Supervisory Board wanted to establish four committees, including an Nominating Committee, a Compensation Committee, and a Strategy and Risk Committee separate from the Audit Committee, thereby going beyond the recommendations of the Afep-Medef Code.
The Supervisory Board determines, at the meeting for which the agenda includes approval of the annual financial statements for the previous financial year, the transactions referred to in article 12 of the bylaws that require prior approval. At its meeting of February 5, 2020, renewing its discussion of February 6, 2019, the Supervisory Board decided that the purchase or disposal of any real estate, the purchase or disposal of any company whose value exceeded 5% of the Company’s equity, and any loan, bond or share issuance exceeding 5% of the Company’s equity would be subject to the prior approval of the Supervisory Board.
These provisions are also specified in the internal rules of the Supervisory Board, as well as basic rules such as those concerning the independence of the Supervisory Board’s members, conflicts of interest and confidentiality or privileged information. The internal rules also establish the terms on which the Supervisory Board and its specialized Committees operate and the Board’s relationship with the Management Board. In early 2019, the internal rules were updated to incorporate the most recent recommendations of the Afep-Medef Code reviewed in June 2018 and to clarify certain points (on-boarding program for new members, additional training in particular regarding the intricacies of the Company, its business lines, its industry and the Company’s corporate and social responsibility (CSR) challenges, etc.). The internal rules of the Supervisory Board are available on the Group website: www. publicisgroupe.com.
The Supervisory Board meets as often as is necessary and its meetings are called by the Chair or, in his absence, the Vice-Chair, with a minimum of four meetings per year, one of which is to approve the annual financial statements. The meetings are held in French. Simultaneous interpretation into English is available. In order to facilitate participation by members, particularly those who live overseas, the Supervisory Board has included provisions in its internal rules to allow members to participate in Supervisory Board meetings by video-conference or other mode of telecommunication in accordance with the law and regulations in force. Prior to meetings, the Management Board provides the Supervisory Board members with the documents and information needed for the performance of their duties. The documents required to examine the items on the agenda are sent to Board members a few days in advance.
