In order to favor the retention of members of the Management Board, no shares are acquired by the beneficiaries before the end of a continued presence condition in the Groupe, and subject to the performance conditions being satisfied. This vesting period is three years.
Except in the specific case of death, disability or retirement, or in exceptional circumstances explained by the Supervisory Board and made public, the acquisition of shares is subject to compliance with the continued presence condition for Management Board members until the end of the vesting period.
This condition may only be waived upon recommendation of the Supervisory Board after obtaining the opinion of the Compensation Committee.
Publicis Groupe share awards to Management Board members are limited to 0.3% of the Company’s share capital, a ceiling that also applies to stock options. For information, this ceiling is a long way from being reached. Total number of shares granted before performance represents 0.13% of the share capital today.
The Supervisory Board has decided that, in addition to plan-specific rules, Management Board members must maintain ownership of at least 20% of the shares they were awarded, in registered form, throughout their terms of office. In addition, in accordance with the Afep-Medef Corporate Governance Code, Management Board members undertake not to use hedging instruments on shares to be received or shares received but which are non-transferable.
The Management Board reserves the right to grant stock options.
These awards are limited to 0.3% of the Company’s share capital, a ceiling that also applies to performance shares.
The Groupe has currently chosen not to implement a supplementary pension plan for corporate officers who are under the French system.
Management Board members may benefit from collective health and welfare insurance plans based on applicable local regulations.
Private insurance coverage under the French plan was offered to the members of the Management Board who cannot benefit from the compulsory unemployment insurance for employees.
With the exception of the Chairman of the Management Board, the members of the Management Board may have an employment contract with a company of the Groupe.
The members of the Management Board may be entitled to severance payment in case of imposed departure, granted in accordance with current law and the Afep-Medef Corporate Governance Code. In accordance with said code, the cumulative amount of the severance payment and non-compete compensation may not exceed twenty-four months of total compensation (annual fixed and variable compensation).
Detailed elements of severance payments are explained in Section 3.2.1.5 for the Chairman of the Management Board and Sections 3.2.1.6 to 3.2.1.8 for the other members of the Management Board.
The members of the Management Board may be bound by a non-compete agreement and, in consideration, benefit from non-compete compensation in accordance with current legislation and the Afep-Medef Corporate Governance Code. The Supervisory Board reserves the right to forgo this commitment. In accordance with said code, the cumulative amount of the severance payment and non-compete compensation may not exceed twenty-four months of total compensation (annual fixed and variable compensation). It should also be recalled that, in accordance with article R. 22-10-8, III of the French Commercial Code, the payment does not apply when the interested party is retiring.
Management Board members may be entitled to benefits based on local regulations and compensation practices, such as the use of a Groupe company car.
Where a member of the Management Board has been hired from outside the Groupe, the Supervisory Board may decide to compensate, in whole or in part, for benefits forgone on leaving previous employment.
Detailed quantified elements of the compensation policy are explained in Section 3.2.1.5 for the Chairman of the Management Board and in Sections 3.2.1.6 to 3.2.1.8 for the other members of the Management Board.
If a new Management Board is appointed or a new member joins the Management Board, the above compensation policy applicable to Management Board members is applicable to them. The Supervisory Board, on the recommendation of the Compensation Committee, will determine, within the framework of this policy, depending on the specific situation of the person concerned, the fixed and variable components of their compensation, as well as the parameters, objectives and criteria for the variable elements of their compensation.
