The principle of ad-hoc management for 2020 has been established with a regular review of situations and a plan to adapt our costs and resources to expected revenues with a regular review by the Supervisory Board. Compensations determined on these bases will be set by the Supervisory Board after recommendation the Compensation Committee, set out in full transparency and will be subject to an ex-post “say-on-pay” vote by the General Shareholders’ Meeting for the corporate officers concerned. Furthermore, individual and voluntary decisions to temporarily reduce compensation were made by Maurice Lévy, Arthur Sadoun, Anne-Gabrielle Heilbronner and Steve King. These decisions are detailed in Sections 3.2.1.3, 3.2.1.4 and 3.2.1.5.
The compensation policy for members of the Supervisory Board includes i) the items common to all corporate officers as presented in Section 3.2.1.1, and ii) specific items submitted below. The compensation policy for members of the Supervisory Board of Publicis Groupe SA aims to reward the expertise and involvement of its members, against the backdrop of their ever-increasing commitment.
The total amount of compensation awarded to members of the Supervisory Board is voted on by the General Shareholders’ Meeting of Publicis Groupe SA. As such, the Groupe’s General Shareholders’ Meeting of May 28, 2014 set an annual amount of euro 1.2 million for the compensation of members of the Supervisory Board, valid for each financial year and until a new decision by shareholders. Above and beyond the recommendations of the Afep-Medef Code, Publicis Groupe compensates the members of the Supervisory Board exclusively for their actual attendance at meetings of the Supervisory Board and of its committees. In accordance with the total amount of compensation approved by the General Shareholders’ Meeting, each member of the Supervisory Board receives euro 5,000 for each Supervisory Board Meeting and each Committee Meeting attended. The payment of items of compensation for a financial year takes place the following year. For reference, 59.58% of the compensation budget authorized for members of the Supervisory Board was used for 2019.
According to article 17 III of the Company’s bylaws, the Supervisory Board may grant, in accordance with applicable laws, exceptional compensation for specific assignments and duties entrusted to its members. This compensation shall be determined by the Supervisory Board by taking into account the length and complexity of the assignment after obtaining the Compensation Committee’s opinion. For information, this option was not used in 2019.
Aside from her compensation as a member of the Supervisory Board for her effective attendance at meetings, Élisabeth Badinter does not receive any specific compensation in respect of her position as Vice-Chair of the Supervisory Board. Élisabeth Badinter does not have an employment contract with Publicis Groupe SA or any of its subsidiaries. The compensation policy for members of the Supervisory Board in respect of the 2020 financial year will be subject to approval by the General Shareholders’ Meeting of May 27, 2020 in its seventh resolution pursuant to article L. 225-82-2 (II) of the French Commercial Code.
The compensation policy of the Chair of the Supervisory Board is based on the same principles as all corporate officers set out in Section 3.2.1.1, the items applicable to members of the Supervisory Board presented in Section 3.2.1.2, as well as the specific items submitted below. In line with article 17 (I) of the Company’s bylaws, the Chair may, aside from compensation as a member of the Supervisory Board, receive specific compensation in his role as Chair. The amount of this compensation is determined by the Supervisory Board taking into account the tasks that are allocated to him, upon the Compensation Committee’s proposal.
The compensation awarded, if applicable, is a fixed amount, and excludes variable elements, additional benefits, and share-based compensation. In his role as Chair of the Supervisory Board, Maurice Lévy actively assists the Management Board, though without operating responsibility, and more specifically, maintains with the Groupe’s major clients the relationship of trust established in many cases decades ago. He is consulted by the members of the Management Board, as required, on significant events, coordinates efforts with public authorities in the countries where Publicis Groupe operates and provides the Groupe with the benefits of his 49 years of experience.
In consideration of this investment and waiving the gross annual non-compete compensation of euro 1,800,000 for three years which he received under his non-compete agreement authorized by the Supervisory Board on March 17, 2008 and approved by the General Shareholders’ Meeting of June 3, 2008, the Supervisory Board Meeting of March 1, 2017, set the gross annual compensation of Maurice Lévy as Chair of the Supervisory Board at a fixed amount of euro 2,800,000. Maurice Lévy nevertheless wished to reduce his compensation from euro 2,800,000 to euro 1,900,000 and informed the Compensation Committee and the Supervisory Board of this. Following deliberation, the Compensation Committee accepted the proposal and presented it for deliberation by the Board that then approved it.
His compensation is thus set at euro 1,900,000 as from June 1, 2019. The compensation principles and criteria for Maurice Lévy as Chair of the Supervisory Board in respect of the 2019 financial year were approved by the General Shareholders’ Meeting of May 29, 2019 (fourteenth resolution) pursuant to article L. 225-82-2 of the French Commercial Code (ex-ante vote). Maurice Lévy does not have an employment contract with Publicis Groupe SA or any of its subsidiaries and does not receive any other compensation from Publicis Groupe SA or any of its subsidiaries.
