The Groupe has a set of rules governing its behavior and ethics under the name “Janus”. It is applicable to all of the Groupe’s hierarchical levels and sets out the rules of conduct for operations: “The Publicis way to behave and to operate.” It is regularly updated, circulated across all the networks and is available in seven languages.
Janus includes the rules and principles related to ethics, corporate social responsibility, compliance with regulatory and legal frameworks, governance, communication, conducting business and client relations, human resource management, protecting the Groupe’s brand names and intellectual property, financial and accounting management, as well as rules governing mergers and acquisitions, investments, restructuring and purchasing policies.
The guidelines include a Code of Ethics applying to all Groupe employees with specific rules for members of the Management Board and other main executives. The values embodied by Publicis are clearly outlined there, starting with respect for individuals and their diversity.
The aim of these rules of conduct is to provide the Groupe with strict rules and procedures for running our business worldwide in all fields: human management, business ethics, financial management, individual responsibility. This includes encouraging diversity and preventing discriminatory conduct. They are meant to prevent any illegal activity, in particular by ensuring that Groupe employees comply with laws and regulations in carrying out the Groupe’s business. Janus also contains a separate Chapter with a detailed code of conduct on stock market trading, designed to prevent insider trading. The Groupe’s rules of conduct are also meant to prevent favoritism, misappropriation of funds, breach of trust, corruption, conflicts of interest or other misconduct and subject the Groupe and its employees to the highest standards in terms of integrity, ethics and compliance. They are designed to protect the Groupe’s data and know-how by establishing strict guidelines regarding confidentiality and good faith. They establish procedures for control and reporting by management of the Groupe and of the various networks of any breach of these policy rules, The policies have also been made public.
This Code is available on the Groupe’s website (www. publicisgroupe.com) in the “Corporate Social Responsibility” section, under “Library” then “Code of Ethics”.
The Groupe undertakes to provide a copy of its Code of Ethics free of charge to any person upon request. A request may be made directly to the Groupe’s Legal Department by telephone on +33 (0)1 44 43 70 00 or by mail to 133, avenue des Champs-Élysées, 75008 Paris, France.
In accordance with applicable legal and regulatory provisions, this section sets out the compensation policy for corporate officers for the 2021 financial year as well as the items of compensation for corporate officers for the 2020 financial year.
Pursuant to article L. 22-10-26 of the French Commercial Code, the General Shareholders’ Meeting of May 26, 2021 will be asked to approve the compensation policy for corporate officers for the 2021 financial year. To this end, five resolutions are tabled for the members of the Supervisory Board, the Chairman of the Supervisory Board, the members of the Management Board and the Chairman of the Management Board, respectively. As required by law, the General Shareholders’ Meeting will be asked to vote on this policy at least once a year as well as whenever there is a major change to the compensation policy.
In exceptional circumstances, the Supervisory Board may derogate from the compensation policy where this is temporary, in the best interests of the Company and necessary to ensure the Company’s long-term future and viability.
The compensation policy for corporate officers is determined by the Supervisory Board, on the basis of proposals from the Compensation Committee.
The Compensation Committee plays a key role in determining the compensation policy and the individual decisions. In this regard, the Compensation Committee meets at least once a year to review the compensation policy for corporate officers, confirm the performance results for the financial and non-financial objectives from the previous year and determine the new performance criteria for the current year. To this end, the Compensation Committee draws in particular on the work done and presented by the Secretary General. It specifically looks at past practices in terms of the compensation of corporate officers, looks at external benchmarks as well as the terms and conditions of compensation and employment of employees and other executives within the Groupe. In addition, the Compensation Committee takes various measures to avoid or manage conflicts of interest. Composed of 80% independent members in 2020 (see Section 3.1.4.9 “The Supervisory Board’s Specialized Committees”), it ensures the application of the Supervisory Board’s internal rules, notably by asking its members to report any conflicts of interest and, if such a conflict arises, by verifying that the persons concerned abstain from participating in debate or the vote on the matter, that they do not request or communicate any information relating thereto, or that they resign from their position (see Section 3.1.1.4 “No convictions for fraud or conflicts of interest”). The resulting policy is then submitted to the Supervisory Board before being voted on by the General Shareholders’ Meeting.
This policy is adopted once the Supervisory Board has ensured i) that it is in line with the best interests of Publicis Groupe while ensuring that it is attractive and competitive to make it possible to attract and retain top talent, and ii) that it will contribute to the Groupe’s long-term future while at the same time serving the commercial strategy set out in Section 1.3.2 of this document. In this regard, the compensation policy is built on a fair balance between the items of compensation (fixed compensation, target variable compensation and long-term variable compensation, in particular using performance shares) to reflect market practices and incorporate the Groupe’s performance criteria over the medium to long term. The financial criteria (i.e. organic growth and operating margin), as well as the structuring projects for the Groupe (in particular the implementation of key strategic actions which have a full impact on the Groupe’s development), constitute a significant portion of the variable compensation of corporate officers.
