2020 Annual Financial Report

Chapter 3 : Governance and compensation

/Criteria linked to the financial performance of Publicis Groupe

Objectives

Results

Objective achievement level

Amount of target variable compensation

Amount of variable compensation to be paid

Organic growth

Organic growth

Results

Growth of -6.3% > Commitment adopted in May 2020

Organic growth

Objective achievement level

Achieved

Organic growth

Amount of target variable compensation

€90,000

Organic growth

Amount of variable compensation to be paid

€90,000

Operating margin

Operating margin

Results

With an operating margin of 16%, Publicis Groupe is number one in the peer group.

Operating margin

Objective achievement level

Achieved

Operating margin

Amount of target variable compensation

€90,000

Operating margin

Amount of variable compensation to be paid

€90,000

/Individual non-financial criteria

Objectives & Results

Percentage of objective met

Amount of target variable compensation

Amount of variable compensation to be paid

Internal audit and controls

Target achieved with 74 assignments

Renewed IFACI certification

Target achieved for internal control testing (coverage rate)

Significant reduction in the number of open recommendations

Internal audit and controls

Target achieved with 74 assignments

Renewed IFACI certification

Target achieved for internal control testing (coverage rate)

Significant reduction in the number of open recommendations

Percentage of objective met

Achieved

Internal audit and controls

Target achieved with 74 assignments

Renewed IFACI certification

Target achieved for internal control testing (coverage rate)

Significant reduction in the number of open recommendations

Amount of target variable compensation

€90,000

Internal audit and controls

Target achieved with 74 assignments

Renewed IFACI certification

Target achieved for internal control testing (coverage rate)

Significant reduction in the number of open recommendations

Amount of variable compensation to be paid

€90,000

Procurement

Savings target achieved

Procurement

Savings target achieved

Percentage of objective met

Achieved

Procurement

Savings target achieved

Amount of target variable compensation

€90,000

Procurement

Savings target achieved

Amount of variable compensation to be paid

€90,000

Human resources

The HRIS was fully rolled out in April 2020

Human resources

The HRIS was fully rolled out in April 2020

Percentage of objective met

Achieved

Human resources

The HRIS was fully rolled out in April 2020

Amount of target variable compensation

€60,000

Human resources

The HRIS was fully rolled out in April 2020

Amount of variable compensation to be paid

€60,000

Legal

Strong activity in 2020, particularly in the areas of personal data, anti-corruption (43,000 people trained online), contracts and investigations

Legal

Strong activity in 2020, particularly in the areas of personal data, anti-corruption (43,000 people trained online), contracts and investigations

Percentage of objective met

Achieved

Legal

Strong activity in 2020, particularly in the areas of personal data, anti-corruption (43,000 people trained online), contracts and investigations

Amount of target variable compensation

€90,000

Legal

Strong activity in 2020, particularly in the areas of personal data, anti-corruption (43,000 people trained online), contracts and investigations

Amount of variable compensation to be paid

€90,000

CSR

Rate of 40.4% on the most significant Executive Committees

Percentage renewable energies in the energy mix increased by 6.9%

CSR

Rate of 40.4% on the most significant Executive Committees

Percentage renewable energies in the energy mix increased by 6.9%

Percentage of objective met

Achieved

CSR

Rate of 40.4% on the most significant Executive Committees

Percentage renewable energies in the energy mix increased by 6.9%

Amount of target variable compensation

€90,000

CSR

Rate of 40.4% on the most significant Executive Committees

Percentage renewable energies in the energy mix increased by 6.9%

Amount of variable compensation to be paid

€90,000

Total (Financial and non-financial criteria)

Total (Financial and non-financial criteria)

Percentage of objective met

 

Total (Financial and non-financial criteria)

Amount of target variable compensation

 

Total (Financial and non-financial criteria)

Amount of variable compensation to be paid

€600,000

Total awarded

Total awarded

Percentage of objective met

 

Total awarded

Amount of target variable compensation

 

Total awarded

Amount of variable compensation to be paid

€600,000

On the proposal of the Compensation Committee, the Supervisory Board approved the partial payment of the full amount of the variable compensation of Anne-Gabrielle Heilbronner, in light of the achievement of the objectives detailed above, and which is amply justified in view of the effort to reduce his salary for the Groupe’s benefit, combined with the attainment of the objectives assigned and achieved on account of the Covid-19 crisis, in accordance with Section 3.2.2.3 of this document (i.e. her ability to manage the crisis by 1. taking care of the health and safety of the Groupe’s employees, 2. maintaining smooth operations, 3. protecting revenue and the client portfolios, 4. rigorously managing costs, and 5. taking appropriate measures for the strict management of resources and the protection of the Groupe’s assets). The full achievement of the additional crisis management objectives enabled the Groupe to perform well above the industry average, which allowed it to both reimburse employees for salary reductions and increase the variable compensation package of employees (or teams) in order to fairly reward team performance.s.

3.2.2.7Compensation paid or allocated to Steve King, member of the Management Board

In accordance with article L. 22-10-34, II of the French Commercial Code, the General Shareholders’ Meeting must vote on the variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year by means of a separate resolution for each member of the Management Board.

The General Shareholders’ Meeting of May 26, 2021 will thus be asked to vote on the items of compensation paid or awarded in respect of the 2020 financial year to Steve King, member of the Management Board, as set out below. These elements comply with the compensation policy for members of the Management Board for the financial year 2019 presented in Section 3.2.1.4 of the Publicis Groupe SA 2019 Universal Registration Document, as approved by the General Shareholders’ Meeting of May 27, 2020 in its ninth resolution. Given the strong approval of items of compensation at the previous General Shareholders’ Meeting, the items of compensation paid or awarded in respect of the 2020 financial year are in line with those paid or awarded in respect of the 2019 financial year. It should be noted that the fixed, variable and extraordinary items of compensation are subject to the approval of the Ordinary General Shareholders’ Meeting in accordance with the provisions of article L. 22-10-34, II of the French Commercial Code.

These fixed, variable and extraordinary items within the total compensation and benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Steve King, member of the Management Board, are subject to the approval of the General Shareholders’ Meeting of May 26, 2021 in its nineteenth resolution pursuant to article L. 22-10-34, II of the French Commercial Code.