3.1.4.3 Duties of the Chairman of the Supervisory Board
Maurice Lévy, Chairman of the Supervisory Board, organizes the Supervisory Board’s work so that it can fulfill its role of overseeing the Management Board’s management of the Company. In 2020, he chaired eight Supervisory Board meetings.
The Chairman of the Supervisory Board also actively assists the Management Board, though without operating responsibility, insofar as is required, by responding to requests for advice from the Management Board on all major events affecting the Company. He thus ensures a balance between the governing bodies. He maintains the strong relationships built up with major Groupe clients over decades, coordinates public affairs in the countries in which Publicis operates and provides the Groupe with his wealth of experience. He also provides support to Publicis Groupe in the application of key management principles and the definition and supervision of the implementation of strategies for the future. He participates in three Supervisory Board Committees: Nominating Committee, Compensation Committee and Strategy and Risk Committee.
3.1.4.4 Supervisory Board activity in 2020
The Board and its Chairman were particularly in demand this year in the context of the Covid-19 health crisis; they were kept informed in real time of the impact and development of this crisis on employees, their working conditions, their physical and mental health, the progress of business, the difficulties faced by our clients and partners, on the Groupe’s financial health, and the measures taken in all these areas.
The Supervisory Board and its Chairman oversaw the decisions taken by the Management Board in this context and provided their advice and support to the Management Board to enable the Groupe to overcome this crisis.
The Board met eight times in 2020, with an average attendance rate of 94%.
The main points examined, and decisions made by the Supervisory Board at its meetings during 2020 were as follows:
- Board and reviewed the consolidated financial statements and parent company financial statements for 2019, after having heard the Audit Committee and the conclusions of the statutory auditors. The Supervisory Board did not comment on these documents and assured the Management Board of its support in its management of the Groupe. The outlook and 2020 commitment were presented as well as the key actions taken to restore organic growth. The Supervisory Board renewed the limits on the powers of the Management Board and the annual authorizations for sureties and guarantees. The Supervisory Board was informed of the preparation for the General Shareholders’ Meeting of May 27, 2020. The Compensation Committee presented its report along with the Nominating Committee. The Supervisory Board confirmed the independent status of those of its members previously deemed independent, and on the recommendation of the Nominating Committee, decided to propose to the General Shareholders’ Meeting the renewal of the terms of office as member of the Supervisory Board of Sophie Dulac and Marie-Josée Kravis, Thomas H. Glocer and André Kudelski for a term of four years;
- at its meeting on March 4, the Management Board reviewed the overall health situation related to the Covid-19 pandemic and clarified its implications for Publicis Groupe. The measures taken to ensure the safety of employees were discussed as well as the economic impact on the Groupe’s business. The Supervisory Board expressed its gratitude to the Management Board and management for having rapidly taken appropriate measures to ensure the safety of employees and anticipate the potential risks related to this context. The Supervisory Board was informed of the uncertainties that affected the 2020 commitment. The Strategy and Risk Committee presented its report. The CSR and sustainable development strategy was presented. Without the presence of the members of the Management Board, with the exception of its Chairman, the Supervisory Board approved the variable compensation for the 2019 financial year for Anne-Gabrielle Heilbronner, Jean-Michel Etienne and Steve King, Management Board members, and approved the award criteria proposed, notably, those relating to CSR, in respect of the 2020 variable compensation after having heard the report of the Compensation Committee. It left the annual fixed compensation for 2020 at the same level as previous years. Without the presence of Arthur Sadoun, Chairman of the Management Board, the Supervisory Board, on the recommendation of the Compensation Committee, set his variable compensation with respect to the 2019 financial year and approved the award criteria proposed, notable, those relating to CSR, in respect of his 2020 variable compensation. It left the annual fixed compensation for 2020 at the same level as in 2019. The Supervisory Board renewed the fixed compensation of the Chairman of the Supervisory Board for 2020. The Supervisory Board adopted the compensation policy of Management Board and Supervisory Board members, to be voted on by shareholders in accordance with article L. 225-82-2 of the French Commercial Code. The Supervisory Board then reviewed the summary results and drew conclusions from the annual self-assessment of its work for 2019. The Supervisory Board voted on the draft resolutions to be submitted to the General Shareholders’ Meeting and approved the terms of its report on corporate governance;
