- at its exceptional meeting of March 16, the Chairman of the Management Board reviewed the development of the situation due to Covid-19 within the Groupe and the four areas of the action plan put in place by the Management Board, namely: health measures to protect the Groupe’s employees, actions to limit the impact of Covid-19 on the Groupe’s financial performance, commercial initiatives to strengthen the relationship with clients during this period and strategic measures to deal with the decline in the share price. The Supervisory Board assured the Management Board of its full support in its very effective management of this global health crisis. In view of the decrease in the Publicis Groupe SA share price, the Supervisory Board decided to modify one of the conditions mentioned in the draft resolution on the option for the payment of the dividend in cash or in shares submitted to the General Shareholders’ Meeting of May 27, 2020;
- at its meeting of April 10, the Supervisory Board supported the Management Board’s decision to ask shareholders to show solidarity with the Groupe, firstly by reducing the dividend from 50% to euro 1.15 per share, compared to euro 2.30 as initially planned, and secondly by postponing its payment from early July to September 28, 2020. The Management Board presented the results for the first quarter of 2020, the economic impacts of the Covid-19 pandemic and the lockdown and the measures taken to deal with this situation and its possible development. The Supervisory Board was informed of the new targets set for the 2020 budget due to the recession. The Supervisory Board underlined that it was very impressed by the exceptional mobilization of the teams around the world, the show of solidarity and the spirit of collaboration at all levels, and expressed its sincere thanks. The Supervisory Board reiterated its full support to the Chairman and members of the Management Board, as well as to the Groupe’s management teams, who were able to make the right decisions very early on. The Compensation Committee presented its report. The Supervisory Board, on the recommendation of the Compensation Committee, issued its opinion on the decisions to be taken to integrate the health and economic crisis and its consequences into the calculation of the variable compensation for 2020. Furthermore, individual and voluntary decisions to temporarily reduce compensation were made by Maurice Lévy, Arthur Sadoun, Anne-Gabrielle Heilbronner and Steve King. The Supervisory Board was informed that the General Shareholders’ Meeting of May 27, 2020 would be held behind closed doors due to the health situation and the current legislative and administrative measures;
- at its meeting of May 27, the Supervisory Board warmly congratulated Sophie Dulac,
Marie-Josée Kravis, Thomas H. Glocer and André Kudelski on their renewal as members of the Supervisory Board. After examining the composition of its four committees due to the renewal of the Supervisory Board members, the Board decided that there was no need to make any changes. An update was made on the proceedings and the conclusions to be drawn from the Meeting held behind closed doors that morning. The Supervisory Board was informed of the management report of the Management Board of March 31, 2020 and the quarterly parent company and consolidated financial statements, as well as the consolidated results at April 30, 2020. The Audit Committee presented its report. The updated forecasts were presented as well as the new 2020 commitment, which was approved. The Supervisory Board expressed a favorable opinion on the implementation of a Euro Medium Term note (EMTN) program with a maximum principal amount of euro 1.5 billion and the issue of bonds under the EMTN program or outside the EMTN program, within the limit of the aforementioned maximum nominal amount. The Management Board informed the Supervisory Board of changes in the Groupe’s economic and operational position and of the measures implemented. It noted the guarantees provided by Publicis Groupe SA to guarantee the commitments of its subsidiaries. The Compensation Committee presented its report on the LTI plans, the salary reductions granted by the Groupe’s executives and the reactions of the shareholders on the compensation issues submitted to the General Shareholders’ Meeting;
