Within the framework of the “Apply or explain” rule specified in article L. 225-37-4 8° of the French Commercial Code and referred to in article 27.1 of the Afep-Medef Code, the Company considers that its practices are compliant with the recommendations of the Afep-Medef Code. However, one provision has been set aside, for the reasons explained hereafter:
Recommendations of the Afep-Medef Code | Position |
|---|---|
Recommendations of the Afep-Medef Code Article 18.1 – Composition of the Compensation Committee “It is recommended that… one member of the Committee should be an employee director.” | Position Pierre Pénicaud was appointed member of the Supervisory Board representing employees by the Publicis Groupe SA Group Committee on June 20, 2017. Pierre Pénicaud is, at his request, a member of the Strategy and Risk Committee. The Supervisory Board supported this request, of the opinion that his significant experience in the Group and his operational knowledge are assets for this Committee. As a Board member, Pierre Pénicaud attends meetings reviewing compensation of corporate officers, which allows him to express himself on these matters. |
Recommendations of the Afep-Medef Code Article 26.2 – Annual information (information on ratios) “Companies that have few or no employees in relation to the overall headcount in France take into account a more representative scope in relation to the payroll or headcount in France of companies over which they have exclusive control within the meaning of Article L.233-16 II of the French Commercial Code”
| Position As Publicis Groupe SA has very few employees, it decided to publish the ratios as provided for in 6° of Article L.225-37-3 of the French Commercial Code on a broadened scope, representative of the Group’s operations in France, adding the headcount of all Groupe companies in the United States and the United Kingdom. This scope is a more valid financial comparison insofar as it represents the bulk of the Group’s payroll (64%) and Groupe revenue (70%), the remainder being spread across other countries worldwide. This scope was preferred to a scope limited to France, which only represents 7% of Groupe payroll and 6% of revenue, and is not representative of Groupe operations (see Section 3.2.2.7 of the Universal Registration Document). |
The Group has a set of rules governing its behavior and ethics under the name “Janus”. It is applicable to all of the Group’s hierarchical levels, and sets out the rules of conduct for operations: The Publicis way to behave and to operate. It is regularly updated, circulated across all the networks and is available in seven languages. Janus includes the rules and principles related to ethics, corporate social responsibility, compliance with regulatory and legal frameworks, governance, communication, conducting business and client relations, human resource management, protecting the Group’s brand names and intellectual property, financial and accounting management, as well as rules governing mergers and acquisitions, investments, restructuring and purchasing policies.
The guidelines include a Code of Ethics applying to all Group employees with specific rules for members of the Management Board and other main executives. The values embodied by Publicis are clearly outlined there, starting with respect for individuals and their diversity. The aim of these rules of conduct is to provide the Group with strict rules and procedures for running our business worldwide in all fields: human management, business ethics, financial management, individual responsibility. This includes encouraging diversity and preventing discriminatory conduct.
They are meant to prevent any illegal activity, in particular by ensuring that Group employees comply with laws and regulations in the conduct of the Group’s business. Janus also contains a separate chapter with a detailed code of conduct on stock market trading, designed to prevent insider trading. The Group’s rules of conduct are also meant to prevent favoritism, misappropriation of funds, breach of trust, corruption, conflicts of interest or other misconduct and subject the Group and its employees to the highest standards in terms of integrity, ethics and compliance.
They are designed to protect the Group’s data and know-how by establishing strict guidelines regarding confidentiality and good faith. Finally, they establish procedures for control and reporting by management of the Group and of the various networks of any breach of these policy rules, which have also been made public.
This Code is available on the Group’s website (www.publicisgroupe.com) in the “Corporate Social Responsibility” section, under “Library” then “Code of Ethics”. The Group undertakes to provide a copy of its Code of Ethics free of charge to any person upon request. A request may be made directly to the Group’s Legal Department by telephone on 33(0)1 44 43 70 00 or by mail to 133, avenue des Champs-Élysées, 75008 Paris, France.
