3.1.3.3 Duties of the Chair of the Supervisory Board
Maurice Lévy, Chair of the Supervisory Board, organizes the Board’s work so that it can fulfill its role of overseeing the Management Board’s management of the Company. In 2019, he chaired eight Board meetings. The Chair of the Board also actively assists
the Management Board, though without operating responsibility, insofar as is required, by responding to requests for advice from the Management Board on all major events affecting the Company. He thus ensures a balance between the governing bodies.
He maintains the strong relationships built up with major Group customers over decades, coordinates public affairs in the countries in which Publicis operates and provides the Group with his wealth of experience. He participates in three Supervisory
Board Committees: Nominating Committee, Compensation Committee and Strategy and Risk Committee.
3.1.3.4 Supervisory Board activity in 2019
The Board met eight times in 2019, with an average attendance rate of 93%. The main points examined, and decisions made by the Supervisory Board at its meetings during 2019 were as follows:
- The first half of its February 6 meeting was spent on the presentation of the organization established and of the work done on the Daimler account by Justin Billingsley, Chair of DACH (Germany, Austria and Switzerland) and Brazil, and Global Head
of Publicis Emil, the agency dedicated to Daimler. In the second half, the Board took note of the management report of the Management Board and reviewed the consolidated financial statements and parent company financial statements for 2018, after
having heard the Audit Committee and the conclusions of the statutory auditors. The Board had no observations to make on these documents and expressed its confidence in the Management Board with regard to the strategy for dealing with the issues
identified. The Supervisory Board renewed the limits on the powers of the Management Board and the annual authorizations for sureties and guarantees. Without its Chair in the room, due to a conflict of interests, with Maurice Lévy having an interest
in Ycor SCA, the Board considered the binding offer from Ycor SCA to the subsidiaries of Publicis Groupe SA to acquire Proximedia. It was recalled that a process conducted with the help of an independent bank made it possible to approach more
than 60 potential candidates, among whom some 10 investors showed an interest in the full or partial reversal of Proximedia. The offer submitted by Ycor SCA was the best bid. The Board also examined (in the absence of its Chair) the agreement
for exclusive negotiations with these subsidiaries and gave a positive opinion on the divestment process. Following these discussions, Maurice Lévy was asked to rejoin the Board meeting. The Board was informed of the disposal of the Publicis Health
Solutions operations in the United States and in Europe to Altamont Capital Partners. The Board was informed of the preparation for the General Shareholders’ Meeting of May 29, 2019. The Compensation Committee presented its report along with the
Nominating Committee.
- When it met on March 6, the Board gave its approval to the Management Board on the 2019 commitment. The Strategy and Risk Committee presented its report. The Board commented on the draft resolutions to submit to the General Shareholders’ Meeting.
The Board was informed of developments regarding the PACTE Bill. With no Management Board members other than the Chair of the Management Board in the room, and having heard the report of the Compensation Committee, the Board approved the variable
compensation for the 2018 financial year for Anne-Gabrielle Heilbronner, Jean-Michel Etienne and Steve King, Management Board members and approved the proposed award criteria in respect of the 2019 variable compensation. It left the annual fixed
compensation for 2019 at the same level as previous years. The Board approved the 2019-2021 Management Board LTIP and the number of shares awarded, subject to performance conditions and continued employment, to each Management Board member. On
the recommendation of the Nominating Committee, the Board i) reviewed the independence criteria for its members and confirmed the independence of the members who had previously been classified as independent and ii) decided to nominate three independent
candidates (Antonella Mei-Pochtler, Suzan LeVine and Enrico Letta) to the General Shareholders’ Meeting of May 29, 2019. The Board noted the desire of Véronique Morali and Marie-Claude Meyer not to seek reappointment to the Board and thanked them
for their service on the Committees and Board throughout their terms of office. With Arthur Sadoun, Chair of the Management Board, not in the room the Board, on the recommendation of the Compensation Committee, set his variable compensation with
respect to the 2018 financial year and determined the award criteria proposed in respect of his 2019 variable compensation. It kept the annual fixed compensation the same in 2019 as for 2018. The Board agreed to Maurice Lévy’s proposal to reduce
his compensation from euro 2,800,000 to euro 1,900,000. The Supervisory Board adopted the compensation policy of Management Board and Supervisory Board members, to be voted on by shareholders in accordance with article L. 225-82-2 of the French
Commercial Code. The Board then reviewed the summary results and drew conclusions from the annual self-assessment of its work for 2018. The Board decided on the terms of its corporate governance report.
- At its meetings on March 28 and later on April 1, the Management Board presented the Board with a proposal to acquire Epsilon, a US group specialized in data and technological platforms. The Board approved this draft on the grounds of the strategic
benefit for Publicis Groupe.
- At its May 13 meeting, the Board approved the plan to finance the Epsilon acquisition put forward by the Management Board. The Board expressed a view on the basis of a 360 look at all sources of financing used as part of the acquisition. The Board
authorized financial guarantees and commitments and indicated that the acquisition financing was in the Company’s best interest.
- At its May 29 meeting, the Board welcomed three new members, Suzan LeVine, Antonella Mei-Pochtler and Enrico Letta, and then reviewed the composition of its four Committees. There was also a discussion on the General Shareholders’ Meeting that morning.
The Supervisory Board took note of the management report of the Management Board of March 31, 2019 and the quarterly parent company and consolidated financial statements at April 30, 2019. The Audit Committee presented its report. The Board was
presented with updated annual forecasts for 2019. It took note of developments in the Epsilon acquisition process. The Management Board noted the guarantees provided by Publicis Groupe SA to guarantee the commitments of its subsidiaries. The Compensation
Committee presented its report.
