The compensation policy for members of the Supervisory Board includes i) the items common to all corporate officers as presented in Section 3.2.1.1, and ii) specific items submitted below.
The compensation policy for members of the Supervisory Board of Publicis Groupe SA aims to reward the expertise and involvement of its members, against the backdrop of their
ever-increasing commitment.
The total amount of compensation awarded to members of the Supervisory Board is voted on by the General Shareholders’ Meeting of Publicis Groupe SA.
As a reminder, the Groupe’s General Shareholders’ Meeting of May 28, 2014 set an annual amount of euro 1.2 million for the compensation of members of the Supervisory Board, valid for each financial year and until a new decision by shareholders (a sum that has been unchanged since).
Above and beyond the recommendations of the Afep-Medef Code, Publicis Groupe compensates the members of the Supervisory Board exclusively for their actual attendance at meetings of the Supervisory Board and of its committees.
In accordance with the total amount of compensation approved by the General Shareholders’ Meeting, each member of the Supervisory Board receives euro 5,000 for each Supervisory Board Meeting and each Committee Meeting attended.
The payment of items of compensation for a financial year takes place the following year.
For reference, 68.13% of the compensation budget authorized for members of the Supervisory Board was used for 2020.
According to article 17 III of the Company’s bylaws, the Supervisory Board may grant, in accordance with applicable laws, exceptional compensation for specific assignments and duties entrusted to its members.
This compensation shall be determined by the Supervisory Board by taking into account the length and complexity of the assignment after obtaining the Compensation Committee’s opinion.
For information, this option was not used in 2020.
Aside from her compensation as a member of the Supervisory Board for her effective attendance at meetings, Élisabeth Badinter does not receive any specific compensation in respect of her position as Vice-Chairman of the Supervisory Board. Élisabeth Badinter does not have an employment contract with Publicis Groupe SA or any of its subsidiaries.
The compensation policy for members of the Supervisory Board in respect of the 2021 financial year will be subject to approval by the General Shareholders’ Meeting of May 26, 2021 in its tenth resolution pursuant to article L. 22-10-26 (II) of the French Commercial Code.
The compensation policy of the Chairman of the Supervisory Board is based on the same principles as all corporate officers set out in Section 3.2.1.1, the items applicable to members of the Supervisory Board presented in Section 3.2.1.2, as well as the specific items submitted below.
In line with article 17 (I) of the Company’s bylaws, the Chairman may, aside from compensation as a member of the Supervisory Board, receive specific compensation in his role as Chairman. The amount of this compensation is determined by the Supervisory Board taking into account the tasks that are allocated to him, upon the Compensation Committee’s proposal.
The compensation awarded, if applicable, is a fixed amount and excludes variable elements, additional benefits, and share-based compensation.
The Supervisory Board, in its meeting of March 3, 2021, decided, on a proposal from the Nomination Committee, to submit to the Shareholders’ Meeting of May 26, 2021 the renewal of the term of office of Maurice Lévy as a member of the Supervisory Board and, if applicable, to renew his term of office as Chairman of the Supervisory Board, for the next four years.
Although Maurice Lévy had long before expressed his wish not to stand again for the shareholders’ vote, considering that he had completed his career with the fiftieth anniversary of his presence within Publicis Groupe, the Supervisory Board considered that the Groupe still needed the services of Maurice Lévy and urged the latter to continue his mission as Chairman of the Supervisory Board, to provide support, guidance and advice to the Management Board and its Chairman, Arthur Sadoun, who expressed the same wish, and so that he can pursue his action with major global customers and support the Groupe’s strategic thinking.
Thus, Maurice Lévy will be able to continue to facilitate balanced dialogue between the Supervisory Board and the Management Board by ensuring the effective exercise of supervisory powers by the Supervisory Board.
The balance and fluidity of the dialogue between the supervisory body and the management body of Publicis result, in particular, from the in-depth knowledge that Maurice Lévy has of the Groupe. It reflects the trust placed in him by both the Supervisory Board and the Management Board and makes the Groupe’s governance exemplary.
In addition, Maurice Lévy will be able to provide support to Publicis on a few key elements such as the follow-up of a few large clients, with whom Maurice Lévy has forged links over the years, the application of major management principles, the definition and supervision of the implementation of management strategies for the future and in particular the reflections around Epsilon.
For 2021, the Supervisory Board meeting of March 3, 2021 approved Maurice Lévy’s proposal to reduce his compensation and set his compensation as Chairman of the Board at a gross annual fixed amount of euro 1,300,000.
The compensation policy for Maurice Lévy as Chairman of the Supervisory Board in respect of the 2020 financial year, and the vote on the items paid or awarded to Maurice Lévy in respect of the 2019 financial year, were widely approved by the General Shareholders’ Meeting of May 27, 2020 (sixth and eleventh resolutions) pursuant to article L. 225-82-2 II (now article L. 22-10-26 II) of the French Commercial Code (ex-ante and ex-post votes).
Maurice Lévy does not have an employment contract with Publicis Groupe SA or any of its subsidiaries and does not receive any other compensation from Publicis Groupe SA or any of its subsidiaries.
The compensation policy for the Chairman of the Supervisory Board in respect of the 2021 financial year will be subject to approval by the General Shareholders’ Meeting of May 26, 2021 in its ninth resolution pursuant to article L. 22-10-26 (II) of the French Commercial Code.
