Nominating Committee
Independent members:
60% | 1 meeting | Gender balance: 40% Women/
60% Men |
Attendance rate: 80% |
The Nominating Committee is governed by article 7 and seq. of the Supervisory Board’s internal rules. The missions of the Nominating Committee with regard to the Supervisory Board are as follows:
- to make any appropriate observations on the composition of the Supervisory Board and Management Board;
- to propose, to the Board, candidates for corporate officers of the Company;
- to examine, prior to any decision of the Management Board, proposals for the appointment of executives at the Group level and members of Solution Hubs Executive Committees. In the event of an emergency, the decision to appoint these executives is taken jointly by the Chair of the Management Board and the Chair of the Supervisory Board which will inform the Committee after they have made the decision. In addition, the Committee is informed of decisions, after they are made, to appoint members of countries’ Executive Committees;
- to draw up a succession plan for executive and non-executive corporate officers and to examine, beforehand, the succession plans for all key positions. The Nominating Committee currently has five members, three of whom are independent: Élisabeth Badinter, Chair, Marie-Josée Kravis (independent member), Jean Charest (independent member), Maurice Lévy and André Kudelski (independent member). There was no change to the composition of the Nominating Committee in 2019. In 2019, the Nominating Committee reviewed the composition of the Supervisory Board and the status of independent members. The Committee was responsible for selecting the candidates put to the Board, which resulted in the appointment of Suzan LeVine, Antonella Mei-Pochtler and Enrico Letta at the General Shareholders’ Meeting of May 29, 2019. The Committee also considered proposals to appoint executives at the parent company and members of executive committees at Solutions. Compensation Committee
Independent members:
80% | 6 meetings | Gender balance: 40% Women/ 60% Men |
Attendance rate: 83% |
The Compensation Committee is governed by article 8 and seq. of the Supervisory Board’s internal rules. The missions of the Compensation Committee with regard to the Supervisory Board are as follows:
- to issue a recommendation on the amount and division of compensation allocated to members of the Supervisory Board;
- to study and propose to the Supervisory Board the elements of compensation and benefits to executive corporate officers in the Company, and particularly the variable compensation, as well as the attribution of stock subscription or purchase options, performance shares and all other elements of compensation (termination benefits, pension, non-compete clauses, etc.);
- to propose to the Supervisory Board the text of resolutions concerning the compensation of corporate officers to be submitted to the General Shareholders’ Meeting;
- to approve, prior to any decision by the Management Board, the conditions for fixed, variable and exceptional compensation making up the total remuneration and other benefits of executives at the Groupe level and of the members of the Solution Hubs Executive Committees. In the event of an emergency, the decision on the compensation conditions of these directors is taken jointly by the Chair of the Management Board and the Chair of the Supervisory Board which will inform the Committee after they have made the decision. In addition, the Committee is informed of the decisions on the compensation conditions of countries’ Executive Committee members;
- in general terms, approving, prior to any decision of the Board, the variable compensation systems, and policies in the area of compensation, awarding of stock options, free shares or performance shares, or any similar instrument.
The Compensation Committee currently has five members including four independent members: André Kudelski (independent member), Chair, Antonella Mei-Pochtler (independent member), Cherie Nursalim (independent member), Thomas H. Glocer (independent member) and Maurice Lévy. Michel Cicurel assists the Committee as permanent expert. Changes in the composition of the Compensation Committee in 2019:
Member of Compensation Committee | Departure | Appointment |
|---|
Member of Compensation Committee Antonella Mei-Pochtler | Departure | Appointment May 29, 2019 |
Member of Compensation Committee Véronique Morali | Departure May 29, 2019 | Appointment |
In 2019, the Committee reviewed compensation-related issues for Management Board members (fixed and variable portions) and for the Chair of the Supervisory Board (fixed compensation) and proposed related decisions to be taken by the Supervisory Board. The Committee was consulted on the share-based compensation policy, primarily regarding the implementation of a special plan and of a 2019 LTIP, share-based compensation plans for the Group’s main executives (excluding the Management Board) and of an LTIP Directoire 2019-2021, subject to performance conditions and continued employment. The share-based compensation plans and the integration of Epsilon were at the center of the Committee’s considerations. The new principles of the variable compensation system for 2020 pertaining to the new structure of Publicis Groupe were submitted to the Committee. The Committee also discussed share-based retention and the motivation of key talent and the implementation of a retention plan for a dozen top managers (excluding the Management Board). The Committee was kept informed of increases and the hiring of executives by the Executive Committees of the countries and of Solutions. It also received comprehensive information on the top 30 compensation packages within the Group (2019 target, 2019 estimates, 2020 target). The Committee lastly looked at certain legislative changes in France particularly those stemming from the PACTE Act.
