2019 Annual financial report

Audit Committee

The Audit Committee is governed by article 6 and seq. of the Supervisory Board’s internal rules. The missions of the Audit Committee with regard to the Supervisory Board are as follows:

• to examine the parent company financial statements and consolidated financial statements, as well as the financial disclosures issued, before they are presented to the Supervisory Board, to monitor their preparation and to formulate, if required, recommendations to guarantee their integrity; 
• to supervise the organization and implementation of the Group’s audit, to monitor the effectiveness of the internal control and risk management and to verify the accuracy and regularity of the financial statements;
• to issue a recommendation to the Supervisory Board on the choice of statutory auditors proposed for appointment or renewal by the General Shareholders’ Meeting under the conditions stipulated by the law, and to ensure their independence; 
• on behalf of the Supervisory Board, to authorize the provision of services not included in the missions of legal control as well as the budget to be allocated, in accordance with legal provisions. The Committee has a sufficient period of time to study the accounts before they are examined by the Supervisory Board. The Audit Committee currently has three independent members: Jean Charest, Chair, Suzan LeVine and André Kudelski. Claudine Bienaimé acts as permanent expert to the Committee. Due to their professional backgrounds, its members have particular expertise in financial and accounting matters. Changes to the composition of the Audit Committee in 2019:

During the course of the 2019 financial year, the Audit Committee was regularly informed about the program, the results and corrective measures implemented as a result of internal controls, the results of auditing assignments and their follow up as well as the principal pending legal disputes and their developments. A summary of the audits conducted by internal audit in accordance with anti-corruption law was produced as well as a summary of elements of the Group’s compliance with the General Data Protection Regulation observed within agencies. 

The Committee was also informed about all fraud or fraud attempts of which the Group may have been made aware. It took note of the impacts of the new accounting standards applied by the Group since 2018 (IFRS 9, 15 and 16 and IFRIC 23) as well as of the US tax reform, on the Group’s financial statements. It heard from the statutory auditors without the members of management in the room during its meetings on the financial statements. 

The Committee checked the independence of the statutory auditors and monitored the completion of their duties. It advised the Supervisory Board to reappoint Ernst & Young et Autres, their term of office as statutory auditors being up for renewal at the end of the 2018 financial year. The statutory auditors presented their methodology, the scope of their audit and the main technical matters of the audited financial statements, and detailed their work to the Committee. 

The Committee reviewed and authorized the fees for additional assignments entrusted to the statutory auditors and issued an opinion on the budget for their fees for the 2019 financial year. It made itself familiar with the action plans aimed at reducing the Group’s costs. The action plan relating to the parent companies’ duty of vigilance was presented to the Committee. The Committee reported to the Supervisory Board the exercise of its duties, the results of the accounts certification, the way that this had contributed to the integrity of the financial information and the Committee’s role in the process. 

A procedure for the periodic evaluation of ordinary arm’s length agreements, as defined by article L. 225-87 of the French Commercial Code, entered into by Publicis Groupe SA, was proposed to the Board, with the Committee informing it of the follow-up and outcome of this procedure in the meeting on the annual review of the related-party agreements and commitments entered into and approved in prior financial years that are still in effect. The Committee reviewed and approved the 2020 internal audit plan.