2019 Annual financial report

Chapter 3. Governance and Compensation

Benefits in kind

The use of one of the Company cars.

Collective health and welfare insurance and systems

Jean-Michel Etienne benefits from the coverage applicable to executives of his level under the French system.

Employment contract

Jean-Michel Etienne continues to benefit from an employment contract with one of the Groupe’s subsidiaries.

Severance payment

The current commitments to Jean-Michel Etienne provide that in the event of a forced departure due to a change in control or strategy and other than in the case of serious or gross misconduct, Jean-Michel Etienne would be entitled to a severance payment. Provided that Jean-Michel Etienne does not continue to be employed by Publicis Groupe, the amount of the severance would be equal to one and a half years’ total gross compensation (fixed compensation and variable component paid). He would also have the right to exercise the subscription and/or purchase options that have been awarded to him, and to retain prorata temporis the performance shares already granted to him more than two years prior, subject to the performance conditions set out in the regulations for the plan in question being satisfied. 

In addition, the payment of the severance amount would be subject to a performance condition: the severance amount would only be due in its full amount if the average annual amount of the variable compensation acquired by Jean-Michel Etienne for the three years prior to the termination of his duties is equal to at least 75% of his “target variable compensation”. If the average annual amount is less than 25% of the “target variable portion”, no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation”, payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three. The severance payment may only be paid after the determination by the Supervisory Board that the performance conditions had been achieved at the date on which his term as a member of the Management Board ended. 

The severance payment and any compensation under the employment contract may not exceed two years of total compensation (fixed and variable compensation paid). These commitments were authorized by the Supervisory Board on September 12, 2018 and approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of May 29, 2019 in its sixth resolution for commitments formerly subject to the procedures on related-party agreements.

Policy applicable to Anne-Gabrielle Heilbronner, Management Board member

Annual fixed compensation

The gross annual fixed compensation of Anne-Gabrielle Heilbronner was euro 600,000, unchanged from 2016. The Supervisory Board, upon the Compensation Committee’s recommendation, had approved this compensation in line with:

  • the widened scope of Anne-Gabrielle Heilbronner’s responsibilities as the Groupe’s Secretary General, which include legal and corporate Governance functions, human resources, internal audit, internal control and risk management, procurement, the complexity of which was increased following the acquisition of Sapient; 
  • the market practices in compensation observed for this level of responsibility in France and for Publicis Groupe business sector abroad. 

CSR was included in her scope in the summer of 2017. In the exceptional environment of the Covid-19 pandemic, Anne-Gabrielle Heilbronner informed the Company of her decision to relinquish 20% of her fixed compensation for a period of six months starting in April 2020. The Company has duly noted Anne-Gabrielle Heilbronner’s decision, which leaves unchanged and has no effect on the Company’s other obligations to her. 

Annual variable compensation

The Supervisory Board, upon the recommendation of the Compensation Committee, decided on the criteria for the variable compensation of Anne-Gabrielle Heilbronner for the 2020 financial year. The variable compensation of Anne-Gabrielle Heilbronner, which, if targets are met, may represent up to 100% of her fixed compensation, without exceeding this percentage, is based on the following for the 2020 financial year:

  • two quantitative criteria linked to the financial performance of the Groupe, the assessment method of which was changed for 2020, each being taken into account on an equal basis, for 30% of the variable compensation: 
  • organic growth based on the Commitment objectives submitted to the Supervisory Board (see Section 3.2.1.4 “Annual variable compensation”), and
  • operating margin, compared to a peer group (see Section 3.2.1.4 “Annual variable compensation”);
  • five individual non-financial criteria in line with main areas of responsibility, accounting for 70% of variable compensation:
  • internal audit and control (15%): quality of execution and achievement of objectives (including follow-up),
  • procurement (15%): reduction of purchasing costs,
  • human resources (10%): roll out of the HRIS platform such as to enable the Marcel platform to operate,
  • legal (15%): performance and operational quality of Legal Department, and
  • CSR (15%): 40% women on the Groupe’s main executive committees and 6% increase in the Groupe’s consumption of renewable energy to the detriment of fossil fuels (compared with 2019 – rate set at 37.1%).