2020 Annual Financial Report

Chapter 3 : Governance and compensation

Nominating Committee

Independent members:


60%*

2 meetings

Gender balance:


 40% Women

60% Men*

Attendance rate:


 100%

* Excluding members representing employees.

The Nominating Committee is governed by article 7 et seq. of the Supervisory Board’s internal rules.

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

to make any appropriate observations on the composition of the Supervisory Board and Management Board;

  • to propose to the Supervisory Board a process for selecting members of the Management Board that ensures, until the end of the process, the presence of at least one person of each gender among the candidates;
  • to propose, to the Board, candidates for corporate officers of the Company;
  • to examine, prior to any decision of the Management Board, proposals for the appointment of Head Office executives, members of the Management Committee, Executive Committees of the major countries and practices. In the event of an emergency, the decision to appoint these executives is taken jointly by the Chairman of the Management Board and the Chairman of the Supervisory Board which will inform the Committee after they have made the decision. In addition, the Committee is informed of decisions, after they are made, to appoint members of countries’ Executive Committees;
  • to draw up a succession plan for executive and non-executive corporate officers and to examine, beforehand, the succession plans for all key positions;
  • to examine the gender balance policy applied to management bodies.

The Nominating Committee currently comprises six members, including three independent members and, at her request, one member representing employees: Élisabeth Badinter, Chairman, Marie-Josée Kravis (independent member), Patricia Velay-Borrini (member representing employees), Jean Charest (independent member), Maurice Lévy and André Kudelski (independent member).

 

Changes in the composition of the Nominating Committee in 2020:

Member of the Nominating Committee

Departure

Appointment

Patricia Velay-Borrini

Member representing employees

Patricia Velay-Borrini

Member representing employees

Departure

 

Patricia Velay-Borrini

Member representing employees

Appointment

November 25, 2020

During 2020, the composition of the Supervisory Board was the subject of particular attention by the Committee, namely with regard to the level of independence of the members in respect of the criteria set by the Afep-Medef Code, and its diversity. After consulting the four members of the Board whose terms of office were due to expire in 2020 and having obtained their consent to the proposal for their renewal, the Committee recommended to the Supervisory Board the renewal of the terms of office of Sophie Dulac, Marie-Josée Kravis, Thomas H. Glocer and André Kudelski for a period of four years. The Supervisory Board has followed its recommendation. The Committee reviewed the succession plan for corporate officers. It also examined the proposals for appointments to the key management positions of Publicis Groupe. After a rigorous and in-depth selection process assisted by a recruitment firm, with the presence of candidates of both genders until the end of this process, the Committee recommended to the Supervisory Board the candidacy of Michel-Alain Proch to replace Jean-Michel Etienne, member of the Management Board, whose term of office expired on December 31, 2020. The Supervisory Board has followed its recommendation. In early 2021, the Committee decided, among other things, on the composition of the Management Board and the renewal of the terms of office of Maurice Lévy, Simon Badinter and Jean Charest, which were due to expire.

 

Compensation Committee

Independent members:


80%

7 meetings

Gender balance:


 40% Women

60% Men

Attendance rate:


 89%

The Compensation Committee is governed by article 8 et seq. of the Supervisory Board’s internal rules.

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

  • to issue a recommendation on the amount and division of compensation allocated to members of the Supervisory Board;
  • to study and propose to the Supervisory Board the elements of compensation and benefits to executive corporate officers in the Company, and particularly the variable compensation, as well as the attribution of stock subscription or purchase options, performance shares and all other elements of compensation (termination benefits, pension, non-compete clauses, etc.);