Balanced gender representation on the Board
At December 31, 2020, the Board had the same number of men and women. In accordance with article L. 225-79-2 of the French Commercial Code, the Board members representing employees are not included in the calculation of the percentage.
There has been balanced gender representation on the Supervisory Board since 2012, making Publicis Groupe SA one of the first groups to apply gender parity to its Board.
The Publicis Groupe Supervisory Board was chaired by Élisabeth Badinter for over 21 years, from April 19, 1996 to May 31, 2017. The Board has also appointed two women to chair two of its committees, Élisabeth Badinter (Nominating Committee since September 14, 2000) and Marie-Josée Kravis (Strategy and Risk Committee since March 8, 2011).
Diversity and complementary nature of members’ skills
The Supervisory Board oversees the diversity and complementary nature of members’ skills.
For several years now, the Board has sought out more international profiles. Accordingly, at December 31, 2020, eight out of 12 members of the Supervisory Board (i.e. 66%) were foreign nationals (excluding the members representing employees). In addition, several other Board members have international exposure due to their activity in groups with a strong presence abroad or because they carry out a professional activity abroad (see presentation of Board members below).
Its members also have a range of varied expertise in key areas for Publicis Groupe. Given the experience and personal commitment of all Board members (excluding the members representing employees), their expertise covers the following areas:
Communication / Advertising / Media -50%
International experience -83%
Governance and Management -83%
Finance and Audit -50%
New technologies / Digital -50%
Social Sciences and Human Resources -83%
Sustainable development / Societal environmental commitment -33%
It is also important for the Supervisory Board to have a balance between members who have been on the Board for a number of years and others who have been appointed more recently, so as to benefit from both an in-depth knowledge of the Groupe’s history and from a new perspective.
The quality of the Supervisory Board’s composition contributes to the good governance of Publicis Groupe.
Independence
The Supervisory Board uses all the criteria proposed by the Afep-Medef Code to assess the independence of its members.
Criterion 1: Employee corporate officer over the previous five years
Not to be or not to have been during the last five years:
- an employee or an executive corporate officer of the Company;
- an employee, executive corporate officer or director of a consolidated company;
- employee, executive corporate officer or director of the Company’s parent company or a company consolidated by said parent company.
Criterion 2: Cross-directorships
Not be an executive corporate officer of a company in which the Groupe holds, directly or indirectly, a management position, or in which an employee designated as such or an executive corporate officer of the Company (currently or in the past five years) holds a management position;
Criterion 3: Significant business relationship
Not be a client, supplier, business banker, investment banker or senior banker (or be directly or indirectly linked to such persons):
- that is significant for the Company or the Groupe; or
- for which the Company or Groupe represents a significant part of its business.
Criterion 4: Family ties
Not have a close relative who is a corporate officer.
Criterion 5: statutory auditors
Not have been a statutory auditor of the Company during the previous five years.
Criterion 6: Over 12 years on the Board
Not have been a Supervisory Board member for more than 12 years. The status of independent member is lost after 12 years.
Criterion 7: Non-executive member of the Supervisory Board status
A non-executive member of the Supervisory Board cannot be considered independent if they receive variable compensation in cash or in securities or any compensation linked to the performance of the Company or the Groupe.
Criterion 8: Major shareholder status
Directors representing major shareholders in the Company or in its parent company can be considered independent when those shareholders play no part in controlling the Company. However, above 10% of the share capital or voting rights, the Board, based on a report from the Nominating Committee, systematically queries the independence in light of the composition of the Company’s share capital and the existence of potential conflicts of interest.