A non-compete clause was entered into with Michel-Alain Proch when he joined Publicis Groupe, as part of his employment contract. This non-compete clause, for a maximum period of two years, provides for a maximum financial compensation equal to 30% of the last gross monthly salary, excluding variable elements, received by Michel-Alain Proch prior to his departure from the Groupe, calculated on the basis the average of the last twelve months preceding his departure. Publicis Groupe may waive this clause.
It should be noted that the compensation policy for Michel-Alain Proch as member of the Management Board for the 2021 financial year was approved (91.48% positive votes) by the General Shareholders’ Meeting of May 26, 2021 (twelfth resolution) pursuant to Article L. 22-10-26 II of the French Commercial Code (ex ante vote).
The compensation policy for Michel-Alain Proch as a member of the Management Board for the 2022 financial year will be submitted for approval to the General Shareholders’ Meeting of May 25, 2022 in its tenth resolution pursuant to II of article L. 22-10-26 of the French Commercial Code.
In accordance with Article L. 22-10-34, I of the French Commercial Code, the General Shareholders’ Meeting deliberates on the disclosures mentioned in article L. 22-10-9 of the French Commercial Code. The General Shareholders’ Meeting of May 25, 2022 will thus be asked to vote on these disclosures in a resolution referenced below.
Should the General Shareholders’ Meeting of May 25, 2022 not approve said resolution, the Supervisory Board will be required to submit a revised compensation policy, taking into account the shareholders’ vote, for approval at the next General Shareholders’ Meeting.
The approval of the disclosures mentioned in article L. 22-10-9 (I) of the French Commercial Code on the compensation of corporate officers in respect of the 2021 financial year is subject to the approval of the General Shareholders’ Meeting of May 25, 2022 in its eleventh resolution.
The total compensation including all benefits of any kind awarded or paid during the financial year ended December 31, 2021 to each member of the Supervisory Board, both by the Company and by the companies controlled by the Company as defined by article L. 233-16 of the French Commercial Code, is indicated hereafter.
The compensation of Supervisory Board members breaks down into the fixed compensation of Supervisory Board members in respect of their office (formerly attendance fees), with the exception of the compensation paid to the Chairman (see Section 3.2.2.2), and the exception of the salaries paid by a Groupe subsidiary to Pierre Pénicaud and Patricia Velay-Borrini in respect of their salaried positions in 2021 (see Table 3). If applicable, the amount of fixed and variable compensation included in the total compensation is indicated. Total compensation is expressed in euros. The amounts indicated are gross amounts before deductions of taxes or social charges.
The items of compensation paid or awarded in respect of the 2020 financial year were approved by the previous General Shareholders’ Meeting in its fourteenth resolution. It is specified that the compensation of Supervisory Board members paid or awarded in respect of the 2021 financial year complies with the compensation policy set out in Section 3.2.1.2 of the Publicis Groupe SA 2020 Universal Registration Document as widely approved by the General Shareholders’ Meeting of May 26, 2021 in its tenth resolution pursuant to article L. 22-10-26 of the French Commercial Code. Supervisory Board members received euro 5,000 for each Supervisory Board meeting and for each Committee meeting they attended.
At their request, Patricia Velay-Borrini and Pierre Pénicaud receive an amount of euro 2,500 for each meeting of the Supervisory Board and each Committee in which they participate and the Company has decided to allocate an equivalent amount to charitable work.
