- the first part of its meeting of July 22 was devoted to a presentation by the Chairman of the Management Board of the key results for the first half-year and the follow-up to the measures put in place and actions taken to deal with the health and economic crisis. The subject of diversity in the United States was also discussed. During the second part of the meeting, the Supervisory Board took note of the management report of the Management Board of June 30, 2020, and examined the half-yearly parent company and consolidated financial statements, after having heard the report of the Audit Committee and the conclusions of the statutory auditors. The annual forecasts for the end of June were presented. The Chairman of the Supervisory Board highlighted the exceptional work by the Management Board and its teams and assured it of the support of the Supervisory Board;
- the first part of its meeting on September 9 was devoted to a presentation by Emmanuel André, Chief Talent Officer Publicis Groupe, and Carla Serrano, Chief Strategy Officer Publicis Groupe, on the Marcel collaborative digital platform made available to all Groupe employees. In the second part, the Supervisory Board was informed of the Groupe’s results at August 31, 2020 and the annual forecasts. The Audit Committee and the Strategy and Risk Committee presented their reports. The Chairman of the Management Board informed the Supervisory Board of the initial quantitative estimates for 2021, the construction of the 2021 budget and the strategic orientations undertaken by the Management Board. The Supervisory Board noted that the figures and strategic orientations reflected the uncertainties of future developments. The Compensation Committee presented its report. The Committee reviewed the variable compensation of the members of the Management Board for 2020. The Committee recalled that, in the exceptional context created by the Covid-19 pandemic, the Supervisory Board has more leeway to assess variable compensation and integrate the way in which the Management Board has managed the crisis. At this stage, the Board congratulated the Management Board on the work accomplished. The Supervisory Board approved the update of its internal rules;
- the first part of its meeting of November 25 was devoted to a presentation on Canada by Andrew Bruce, CEO Publicis Groupe Canada & Publicis Communications US West. During the second part of the meeting, the Supervisory Board decided on the candidacy of Michel-Alain Proch presented by the Nominating Committee to replace Jean-Michel Etienne, member of the Management Board, whose term of office ended on December 31, 2020. The Supervisory Board resolved to appoint Michel-Alain Proch as a member of the Management Board from his arrival on January 15, 2021 until the renewal of the Management Board on September 14, 2022. The Supervisory Board also welcomed Patricia Velay-Borrini, appointed by the Groupe Works Council, as the member of the Supervisory Board representing employees. The Supervisory Board read the management report by the Management Board of September 30, 2020 and examined the parent company and consolidated financial statements for the third quarter. The Groupe’s position and results as at the end of October, as well as the updated forecasts, were presented. The Audit Committee presented its report. The Supervisory Board familiarized itself with the initial draft budget and the broad principles of the 2021 commitments. The Supervisory Board carried out an annual review of the agreements and commitments entered into with related-parties and authorized during previous financial years and noted that no agreements entered into previously and whose performance continued during the financial year fell within the scope of related-party agreements. The Audit Committee informed the Supervisory Board of the appropriateness of the criteria used when classifying ordinary arm’s length agreements as part of the procedure assessing such agreements. The Supervisory Board noted that the agreements relating to ordinary arm’s length agreements did indeed meet these conditions and that no agreements falling within the scope of article L. 225-86 of the French Commercial Code on related-party agreements had been entered into since the beginning of 2020. The Compensation Committee presented its report.
3.1.4.5 Assessment of the Supervisory Board
The Supervisory Board performs an annual self-assessment of its work, examines the summary results and draws conclusions. Each member of the Supervisory Board completes a personal questionnaire, with possibility of having an individual meeting with the Chairman of the Supervisory Board or the member of the Supervisory Board responsible for overseeing the assessment. The results are summarized and then a meeting is held to take comments. Thomas Glocer, an independent member, in direct contact with Supervisory Board members, conducted individual interviews with any Board member who so wished and carried out this assessment for the 2019 financial year with the support of the Secretary General and the Legal Department. Responses were examined in detail, and compared with the responses given by the same member the previous year. An analysis of the conclusions of the 2019 assessment was presented at the Supervisory Board meeting of March 4, 2020 and the Board led a discussion on areas for improvement. According to this analysis, the Board is particularly satisfied with its relationship with the Management Board, how meetings are held, the decision-making process, the quality of governance, the work of its four committees, as well as the attendance and individual contributions of the members. The Supervisory Board meeting of September 11, 2019 in New York was particularly appreciated by all members. The areas for improvement to be pursued focused on the interventions of Groupe executives (excluding the Management Board) during Supervisory Board meetings, the time devoted to discussions on strategy and on environmental, social and governance (ESG) issues, as well as on diversity and quality of life at work (QVT).
Generally speaking, committee members are satisfied with the committees on which they serve. Some suggestions were made: on the one hand, that an additional meeting of the Strategy and Risk Committee could be planned in order to further develop the strategy and implement monitoring, and on the other hand, improvement of information on compensation methods.
The assessment shows that recommendations made in previous years have been applied. Information on the Groupe’s major issues and strategy has been increased due to the health and economic crisis linked to Covid-19. Meetings with operational managers were more frequent. A formal induction program for new members has been set up. As soon as the health situation allows it again, it is planned to organize sessions abroad, once a year.
The self-assessment for the 2020 financial year was carried out at the beginning of 2021 and the conclusions were presented at the Board meeting of March 3, 2021. The tone of this
self-assessment is positive and notes progress on the points raised last year.
