Internal control and risk management are fully integrated as part of the operational and financial management of the Groupe. Its remit extends across all the Groupe’s activities and structures. The Groupe internal control and risk management policy, which is regularly monitored by the Audit Committee and the Strategy and Risk Committee, approved by the Management Board and applied at all levels of the Groupe, is designed to provide reasonable assurance on the realization of the Groupe’s objectives in relation to:
The objectives of this framework, as approved by the Management Board and presented to the Audit Committee and Strategy and Risk Committee are to enable:
The Groupe has a Secretary General office enabling it to monitor internal control in a formal and centralized manner: this function includes the Legal Department (managed by the General Counsel), the Internal Audit, Internal Control and Risk Management Department (managed by the Internal Audit & Risk Management VP), the Procurement Department, the Human Resources Department (compensation and employee benefits, human resources management IT system, employee-related matters and mobility) and CSR. The Secretary General is a member of the Groupe’s Management Board. The Internal Audit & Risk Management VP and the Secretary General attend all Audit Committee meetings and have easy access to its Chairman and each of its members. The Audit Committee also has direct access to the Internal Control Department. The tools needed to gain a broader view of potential risks are thus in place, which supports the effort to improve risk management throughout the entire organization. The Secretary General takes part in all meetings of the Strategy and Risk Committee.
The Groupe’s internal control and risk management system is based on the 2013 COSO (Committee Of Sponsoring Organizations of the Treadway Commission) guidelines as well as the reference framework defined by the AMF.
Publicis Groupe has defined guidelines based on the Groupe’s values stated therein, including practical principles and rules on conduct, ethics and social responsibility, as well as any other practices to ensure that the operations of the Groupe’s entities comply with standards, laws and regulations. These guidelines, applicable to all of the Groupe’s hierarchical levels, set out the rules of conduct for this purpose: “The Publicis way to behave and the way to operate.” These guidelines are known as “Janus” and are distributed in all networks. They are also accessible online to all Groupe employees.
The procedures relating to the preparation of accounting and financial information, to the continued security of IT systems and to the introduction of significant operational procedures are mentioned there in a detailed manner, promoting consistency of treatment at all levels of the Groupe and networks.
These guidelines serve as the foundation of the Groupe’s internal control system.
This system is also strengthened through a network of shared service centers (Re:Sources) systematically implemented by the Groupe since 1996 in order to overcome the challenges faced by a business that relies on a large number of agencies. This network is managed by a General Manager, reporting to the Chairman of the Management Board, with the legal and financial functions of the shared service centers under the functional responsibility of the Groupe’s Legal Department and Finance Department, and Employment Matters and Benefits under the responsibility of the Groupe’s Human Resources Department. The network of shared service centers now covers nearly 99% of Groupe revenues as of December 31, 2020.
The Management Board, the Finance Department, shared service centers, as well as the teams dedicated to IT, real estate, insurance and mergers and acquisitions, the Internal Audit, Internal Control and Risk Management Departments and the operational managers of the networks are all involved in deploying the internal control system. When the Groupe makes an acquisition, the internal control system is generally applied within 12 months following the acquisition date. Acquisitions also receive special attention when the annual audit plan is being drawn up.
