- At its July 17 meeting continued on July 18, the Chair of the Management Board presented Publicis Groupe’s competitive environment, strategy and trends. The Supervisory Board took note of the management report of the Management Board of June
30, 2019, and examined the half-yearly parent company and consolidated financial statements, after having heard the report of the Audit Committee and the conclusions of the statutory auditors. It was also presented with the updated forecasts to
end-June. The Management Board informed the Board of the closing of the acquisition of Epsilon, which took place on July 1, and of the progress on the work done to integrate Epsilon. The votes and questions that came out of the General Shareholders’
Meeting of May 29, 2019 were reviewed to allow the Board to improve the governance of Publicis by taking shareholder expectations fully on board. The Board considered whether it was time to establish a Stakeholder Committee as suggested at the
General Shareholders’ Meeting and asked the Chair for more information. After receiving additional information on this matter, the Chair of the Board asked the Secretary General to establish a working group with any Board members wishing to participate.
- At its meeting in New York on September 11, discussions focused on the challenges and opportunities of the North American market. The Board was informed of the Group’s results at August 31, 2019 and annual forecasts. The Strategy and Risk Committee
and the Audit Committee presented their reports. In accordance with article L. 225-87 of the French Commercial Code, the Board established, at the behest of the Audit Committee, a procedure for assessing ordinary arm’s length agreements entered
into by Publicis Groupe SA. The Board reviewed the program for preventing and detecting corruption put in place within the Group and satisfied itself that it had been properly implemented. The Compensation Committee presented its report.
- The first half of its November 27 meeting was spent on a presentation by Arthur Sadoun of the steps taken as part of the plan put in place by the Management Board to rekindle organic growth. During the second part, the Supervisory Board read
the management report by the Management Board of September 30, 2019 and examined the parent company and consolidated financial statements for the third quarter. The Group’s position and results as at the end of October, as well as the updated
forecasts, were presented. The Audit Committee presented its report. The Supervisory Board familiarized itself with the budget and the main principles of 2020 commitments. It also noted the conclusions and proposals of the working group, made
up of Sophie Dulac, Marie-Josée Kravis, Suzan LeVine, Antonella Mei-Pochtler, Cherie Nursalim and Pierre Penicaud, on the strategy and stakeholder engagement. The Supervisory Board conducted an annual review of its related-party agreements and
commitments signed and authorized in previous financial years, and considered that the reasons that justified these authorizations remain relevant. The Audit Committee informed the Board of the appropriateness of the criteria used when classifying
ordinary arm’s length agreements as part of the procedure assessing such agreements. The Compensation Committee presented its report.
3.1.3.5 Evaluation of the Supervisory Board
The Supervisory Board performs an annual self-assessment of its work, examines the summary results and draws conclusions. Each member of the Supervisory Board completes a personal questionnaire, with the option to hold individual meetings with the Chair
of the Supervisory Board or the member of the Supervisory Board responsible for overseeing the assessment. The results are summarized and then a meeting is held to take comments. Thomas Glocer, an independent member, in direct contact with Board members,
did individual interviews with any Board member who so wished and carried out this evaluation for the 2018 financial year with the support of the Secretary General and the Legal Department. Responses were examined, in detail, and compared with the
responses given by the same member the previous year. An analysis of the conclusions of the 2018 assessment was presented at the Supervisory Board meeting of March 6, 2019 and the Board led a discussion on areas for improvement. According to this
analysis, the Board is particularly satisfied with its relationship with the Management Board, how meetings are held, the decision-making process, governance developments, the work of its four Committees, as well as the attendance and individual contribution
of the members. The target areas of improvement particularly focused on contributions by Group executives (outside the Management Board) at Board meetings, the implementation of an on-boarding program for new members and additional information/training
provided to Board members as well as the effective contribution of each member. Generally speaking, Committee members are satisfied with the Committees on which they serve. A number of suggestions were made: spend more time looking at the strategy
component of the Strategy and Risk Committee and more broadly discuss human resources and talent at Nominating Committee meetings.
