The evaluation shows that recommendations made in previous years have been progressively applied. The diversity of the Board’s composition was increased through the appointment of three new members who are both foreign nationals and independent by the General Shareholders’ Meeting of May 29, 2019. The provision of additional information on major themes and the Group’s strategy continued particularly before and after the Epsilon acquisition.
All new Supervisory Board members are informed of their general or specific duties. An on-boarding program was introduced in 2019. A familiarization session on the Group’s organization and operations in France was held for new Board members and was open to other Board members. Site visits were held and will continue in 2020. The Supervisory Board meeting of September 11, 2019 was held in New York with a presentation of the Group’s US operations the day before. This presentation provided an opportunity to discuss with executives and review the challenges facing the Group in its top market and the growth opportunities available to it. Each Board member has access, should they so wish, to additional training in particular on the particularities of the Company, its business lines, industry and the Company’s corporate and social responsibility challenges. Moreover, any Board member representing employees has, by law, access to special training on the performance of their role and time allocated to allow them to do their job under the best possible conditions.
In accordance with article L. 225-87, paragraph 2 of the French Commercial Code, the Supervisory Board meeting of September 11, 2019 established, at the behest of the Audit Committee, a procedure for assessing ordinary arm’s length agreements entered into by Publicis Groupe SA. The procedure for checking the classification and evaluation applies to all new agreements as well as any subsequent amendments (in particular renewal, extension) or when there are certain indications that an agreement or a certain type of agreement no longer fully qualifies as ordinary agreements. The Legal Department is informed of agreements typically classified as related-party agreements or ordinary agreements at Publicis Groupe SA by the person directly or indirectly concerned who is aware of a draft agreement and, more broadly, by any Group body that is aware of a draft agreement. The ordinary nature and arm’s length terms and conditions of agreements are considered on a case-by-case basis by the Legal Department with the support of the finance, accounting, Real Estate and Internal Control Departments with reference to the study published by Compagnie Nationale des Commissaires aux Comptes in February 2014 on related-party and ordinary agreements. If, following analysis, it appears that the agreement cannot be classified as an ordinary arm’s length agreement it will be subject to the procedure for assessing related-party agreements. Any person directly or indirectly concerned with an ordinary agreement is not involved in its evaluation. The Audit Committee looks at existing agreements as well as the criteria allowing the classification of ordinary arm’s length agreements. It informs the Supervisory Board of the follow-up and outcomes of this procedure in the meeting on the annual review of the agreements entered into and approved in prior financial years that are still in effect. The Supervisory Board expresses a view on changes to the procedure it feels are necessary and on the exclusion or inclusion of certain agreements in the category of ordinary arm’s length agreements.
The Management Board presented its management report at the Supervisory Board Meeting of February 5, 2020, as well as the annual and consolidated financial statements for 2019. The Supervisory Board examined them, made itself aware of the opinion of the Audit Committee on the closing of the accounts, and had a discussion with the statutory auditors. After having received all the information deemed to be relevant, the Supervisory Board had no comments to make.
The detail of the operating conditions for the four Committees is indicated in the second title “Specialized Committees” in the Supervisory Board’s internal rules. This document is available for consultation on the Publicis Groupe site (www.publicisgroupe.com).
Each Committee comprises at least three members who must be natural persons, members of the Supervisory Board and appointed by the Supervisory Board. Members are chosen for their competence and expertise in the committee’s scope of work. The committees may appoint an external consultant, either temporarily or on a permanent basis, whose compensation will be determined by the committee in question.
The four Specialized Committees (the Nominating Committee, Compensation Committee, Audit Committee and Strategy and Risk Committee) assist the Supervisory Board in performing its duties and thereby help improve Group corporate governance.
The Audit, Compensation, and Strategy and Risk Committees were restructured in 2019 following the expiry of the terms of office of Marie-Claude Mayer and Véronique Morali and the appointment of Suzan LeVine, Antonella Mei-Pochtler and Enrico Letta following the General Shareholders’ Meeting of May 29, 2019. The new composition of these three Committees ensures a balanced representation notably as regards independence, expertise, experience and nationality.
The members of the four committees are appointed for the duration of their term on the Supervisory Board and may be reelected in the same manner, pursuant to article 13 of the bylaws. Each Committee elects a Chair from among its members to direct the work of the Committee and to provide reports to the Supervisory Board. Committee members may be dismissed at the discretion of the Supervisory Board, without any need for justification. Nominations and dismissals are communicated by regular mail sent to all members of the committee. At least half of the members of the Committees must be present to validly deliberate. A member may not participate by proxy.
