The same performance conditions have been used to date for all of the Groupe’s long-term compensation programs, whether they relate to Management Board members or other executives. The main objective is to align the interests of the entire management team with the Groupe’s strategic objectives.
In order to favor the retention of members of the Management Board, no shares are acquired by the beneficiaries before the end of a continued presence condition in the Groupe, and subject to the performance conditions being satisfied. This vesting period is three years.
Except in the specific case of death, disability or retirement, or in exceptional circumstances explained by the Supervisory Board and made public, the acquisition of shares is subject to compliance with the continued presence condition for Management Board members until the end of the vesting period. This condition may only be waived upon recommendation of the Supervisory Board after obtaining the opinion of the Compensation Committee.
Publicis Groupe share awards to Management Board members are limited to 0.3% of the Company’s share capital, a ceiling that also applies to stock options. This ceiling is far from being achieved.
The Supervisory Board has decided that, in addition to the specific plan rules, Management Board members must maintain ownership of at least 20% of the shares they were awarded, in registered form, throughout their term of office. In addition, in accordance with the Afep-Medef Corporate Governance Code, Management Board members undertake not to use hedging instruments on shares to be received or shares received but which are non-transferable.
Share compensation plans are awarded (or their conditions are set) after the publication of the net income for the previous financial year.
The Management Board reserves the right to grant stock options. These awards are limited to 0.3% of the Company’s share capital, a ceiling that also applies to performance shares.
The Groupe has currently not chosen to implement a supplementary pension plan for corporate officers who are under the French system.
Management Board members may benefit from collective health and welfare insurance based on applicable local regulations.
Private insurance coverage under the French plan was offered to the members of the Management Board who cannot benefit from the compulsory unemployment insurance for employees.
With the exception of the Chair of the Management Board, the members of the Management Board may have an employment contract with a company of the Groupe.
The members of the Management Board may be entitled to severance payment in case of imposed departure, granted in accordance with current law and the Afep-Medef Corporate Governance Code. In accordance with said code, the cumulative amount of the severance payment and non-compete compensation may not exceed twenty-four months of total compensation (annual fixed and variable compensation). Detailed elements of severance payments are explained in Section 3.2.1.5 for the Chair of the Management Board and further down this section for the other members of the Management Board.
The members of the Management Board may be bound by a non-compete agreement and, in consideration, benefit from non-compete compensation in accordance with current legislation and the Afep-Medef Corporate Governance Code. The Supervisory Board reserves the right to forgo this commitment. In accordance with said code, the cumulative amount of the severance payment and non-compete compensation may not exceed twenty-four months of total compensation (annual fixed and variable compensation). It should also be recalled that, in accordance with article R. 225-56-1 (III) of the French Commercial Code, the payment does not apply when the interested party is retiring.
