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. In the event of a forced departure or one related to a change in control or strategy, Arthur Sadoun will not be subject to a non- compete commitment or to non-solicitation. 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 fifth resolution for commitments formerly subject to the procedures on related-party agreements.
The Chair of the Management Board may be subject to a non-compete obligation in return for financial consideration. The Supervisory Board accordingly decided to require from Arthur Sadoun in the event of his resignation a non-compete agreement and an agreement not to solicit personnel during the two years following the end of his Chairmanship of the Publicis Groupe SA Management Board. In consideration of his observance of this non-compete agreement, Arthur Sadoun will receive monetary compensation (payable monthly in advance) in an amount equal to two years of total gross compensation (fixed and targeted variable portions) calculated using the average of the latest 24 months of compensation.
The Supervisory Board may waive this clause. Arthur Sadoun will not be held to a non-compete obligation in the event of a forced departure. In any case, Arthur Sadoun may not receive both a severance payment and an indemnity in respect of the non-compete agreement. In its twenty-first resolution, the General Shareholders’ Meeting of May 31, 2017 approved this non-compete indemnity in respect of the commitments subject to the related-party agreements procedure. The compensation policy for the Chair of the Management Board in respect of the 2020 financial year will be subject to approval by the General Shareholders’ Meeting of May 27, 2020 in its eighth resolution pursuant to article L. 225-82-2 (II) of the French Commercial Code.
In accordance with article L. 225-100 (II) of the French Commercial Code, the General Shareholders’ Meeting deliberates on the disclosures mentioned in article L. 225-37-3 (I) of the French Commercial Code. The General Shareholders’ Meeting of May 27, 2020 will thus be asked to vote on these disclosures in a resolution referenced below. Should the General Shareholders’ Meeting of May 27, 2020 not approve said resolution, the Supervisory Board will be required to submit a revised compensation policy, taking into account the shareholders’ vote, for approval at the next General Shareholders’ Meeting. The approval of the disclosures mentioned in article L. 225-37-3 (I) of the French Commercial Code on the compensation of corporate officers in 2019 is subject to the approval of the General Shareholders’ Meeting of May 27, 2020 in its tenth resolution.
The total compensation including all benefits of any kind awarded or paid during the financial year ended December 31, 2019 to each member of the Supervisory Board, both by the Company and by the companies controlled by the Company as defined by article L. 233-16 of the French Commercial Code, is indicated hereafter.
The compensation of Supervisory Board members breaks down into the fixed compensation of Supervisory Board members in respect of their office (attendance fees), with the exception of the compensation paid to the Chair (see 3.2.2.2), and the exception of the salaries paid by a Groupe subsidiary to Pierre Pénicaud in respect of his salaried position in 2019. If applicable, the amount of fixed and variable compensation included in the total compensation is indicated. Total compensation is expressed in euros. The amounts indicated are gross amounts before deductions of taxes or social charges.
The General Shareholders’ Meeting of May 29, 2019 did not express a view on the items of compensation paid or awarded to Supervisory Board members in respect of the 2018 financial year, such a vote not being required by applicable statutory provisions at the time. It is specified that the compensation of Supervisory Board members paid or awarded in respect of the 2019 financial year complies with the principles and criteria set out in Chapter 3.2.1.1 of the 2018 Registration Document of Publicis Groupe SA as widely approved by the General Shareholders’ Meeting of May 29, 2019 in its fifteenth resolution pursuant to article L. 225-82-2 of the French Commercial Code. Supervisory Board members received euro 5,000 for each Supervisory Board meeting and for each Committee meeting they attended. At his request, Pierre Pénicaud receives an amount of euro 2,500 for each Supervisory Board Meeting and each Committee Meeting attended, and the Company has decided to allocate an equivalent amount to a charity.
