2020 Annual Financial Report

The Audit Committee is governed by article 6 et seq. of the Supervisory Board’s internal rules.

The missions of the Audit Committee with regard to the Supervisory Board are as follows:

• to examine the parent company financial statements and consolidated financial statements, as well as the financial disclosures issued, before they are presented to the Supervisory Board, to monitor their preparation and to formulate, if required, recommendations to guarantee their integrity;
• to supervise the organization and implementation of the Groupe’s internal audit, to monitor the effectiveness of the internal control and risk management and to verify the accuracy and regularity of the financial statements;
• to issue a recommendation to the Supervisory Board on the choice of statutory auditors proposed for appointment or renewal by the General Shareholders’ Meeting under the conditions stipulated by the law, and to ensure their independence;
• on behalf of the Supervisory Board, to authorize the provision of services not included in the missions of legal control as well as the budget to be allocated, in accordance with legal provisions.

The Committee has a sufficient period of time to review the accounts before they are examined by the Supervisory Board.

The Audit Committee currently has three independent members: Jean Charest, Chairman, Suzan LeVine and André Kudelski.

Due to their professional backgrounds, its members have particular expertise in financial and accounting matters.

There was no change to the composition of the Audit Committee in 2020. Until her death in August 2020, Claudine Bienaimé assisted the Audit Committee as a permanent expert. The members of the Audit Committee and all members of the Supervisory Board and Management Board paid heartfelt tribute to her.

During the course of the 2020 financial year, the Audit Committee was regularly informed about the program, the results and corrective measures implemented as a result of internal controls, the results of auditing assignments and their follow up as well as the principal pending legal disputes and their developments. The work of the internal audit and internal control teams was maintained despite the Covid-19 crisis by reviewing the working methods for conducting all audit missions remotely. A summary of the controls carried out by the internal audit within the framework of the anti-corruption law was produced. No cases of corruption were identified, however areas of risk were identified and action plans were implemented to reduce them. The Committee was also informed about all fraud or fraud attempts of which the Groupe may have been made aware. A report was presented on attempted phishing scams, which were up sharply, due in particular to working from home and lockdowns. IT security measures have been strengthened. Cases of alerts or whistleblowing processed by the Internal Audit Department were communicated to the Committee.

The quality review process of the Internal Audit Department was conducted again in 2020 by the French Institute of Auditors and Internal Controllers (IFACI). The renewal of the certification of the Internal Audit Department by IFACI was obtained for three years. An annual meeting will now be organized between the Chairman of the Audit Committee and the VP Internal audit.

The Committee heard from the statutory auditors without the presence of the members of management during its meetings on the financial statements. The Committee checked the independence of the statutory auditors and monitored the completion of their duties. The statutory auditors presented their methodology, the scope of their audit and the main technical matters of the audited financial statements and detailed their work to the Committee. The Committee reviewed and authorized the fees for additional assignments entrusted to the statutory auditors and issued an opinion on the budget for their fees for the 2020 financial year.

An analysis of the Groupe’s cash position and future needs was provided to the Committee as well as a comparison with the main competitors, which showed the robustness of Publicis Groupe’s cash position. The Committee was informed of the action plans aimed at reducing the Groupe’s costs, particularly in the context of the crisis.

The Committee reported to the Supervisory Board on the exercise of its duties, the results of the accounts certification, the way that this had contributed to the integrity of the financial information and the Committee’s role in the process. During the Supervisory Board meeting on the annual review of related-party agreements and commitments entered into and authorized during previous financial years, the Committee informed it of the follow-up and the results of the procedure put in place on September 11, 2019 for the assessment of agreements entered into by Publicis Groupe SA relating to ordinary transactions concluded under arm’s length conditions within the meaning of article L. 225‑87 of the French Commercial Code. The Committee reviewed and approved the 2021 internal audit plan.