Universal Registration Document 2021

Chapter 3. Governance and compensation

/ Table –Items of compensation paid or awarded in 2021 to Michel-Alain Proch, member of the Management Board, subject to shareholder approval
Items of compensation subject to approval Amounts paid in respect of the past financial year Amounts awarded in respect of the past financial year or accounting valuation Presentation
Fixed compensation

Fixed compensation

Amounts paid in respect of the past financial year

573,810

Fixed compensation

Amounts awarded in respect of the past financial year or accounting valuation

573,810

Fixed compensation

Presentation

Proportion of fixed compensation (compared to the compensation paid): 100% The rules for determining fixed compensation can be found in Section 3.2.1.8 of this document.

Annual variable compensation

Annual variable compensation

Amounts paid in respect of the past financial year

-

Annual variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

600,000

Annual variable compensation

Presentation

Proportion of variable compensation (compared to the compensation paid): 0% Variable compensation to be paid in 2022 for financial year 2021: After assessing the performance for each of the criteria indicated below and in accordance with the compensation policy adopted by the previous Shareholders’ Meeting during the 2021 financial year, the Supervisory Board set the variable part of Michel-Alain Proch’s compensation at euro 600,000 gross, the payment of which will be subject to the approval of the Annual General Shareholders’ Meeting of May 25, 2022 in its sixteenth resolution in accordance with article L. 22-10-34, II of the French Commercial Code. This amount results from the following facts and assessments shown below and in the table below.

Multi-year variable compensation

Multi-year variable compensation

Amounts paid in respect of the past financial year

-

Multi-year variable compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Multi-year variable compensation

Presentation

N/A

Exceptional compensation

Exceptional compensation

Amounts paid in respect of the past financial year

-

Exceptional compensation

Amounts awarded in respect of the past financial year or accounting valuation

-

Exceptional compensation

Presentation

N/A

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Amounts paid in respect of the past financial year

N/A

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Amounts awarded in respect of the past financial year or accounting valuation

1,081,944

Stock options, performance shares or any other long-term benefit (warrants, etc.)

Presentation

This amount the one hand to the valuation in the consolidated financial statements of the shares granted in 2021 to Michel-Alain Proch under the LTIP 2021 Directoire performance share plan(1).

Other benefits

Other benefits

Amounts paid in respect of the past financial year

-

Other benefits

Amounts awarded in respect of the past financial year or accounting valuation

-

Other benefits

Presentation

Michel-Alain Proch will benefit from job loss insurance according to the terms of this guarantee. The use of one of the Company cars(2).

Indemnities when taking or leaving a function

Indemnities when taking or leaving a function

Amounts paid in respect of the past financial year

-

Indemnities when taking or leaving a function

Amounts awarded in respect of the past financial year or accounting valuation

-

Indemnities when taking or leaving a function

Presentation

No sum was awarded with respect to the past financial year. The severance payment described in Section 3.2.1.8 that may be paid to Michel-Alain Proch equates to one year of total gross compensation (fixed and variable compensation paid), subject to performance conditions, i.e. an estimated amount of euro 573,810.

Non-compete agreement

Non-compete agreement

Amounts paid in respect of the past financial year

-

Non-compete agreement

Amounts awarded in respect of the past financial year or accounting valuation

-

Non-compete agreement

Presentation

No sum was awarded with respect to the past financial year. The non-compete payment described in Section 3.2.1.8 that may be paid to Michel-Alain Proch under her employment contract equates to 30% of gross salary, excluding variable items, i.e. an estimated amount of euro 180,000.

Collective pension plan

Collective pension plan

Amounts paid in respect of the past financial year

-

Collective pension plan

Amounts awarded in respect of the past financial year or accounting valuation

-

Collective pension plan

Presentation

Michel-Alain Proch made voluntary contributions to the PERECO 2021. The accounting expense of the benefit is euro 464.

Collective health and welfare insurance plans

Collective health and welfare insurance plans

Amounts paid in respect of the past financial year

4,447

Collective health and welfare insurance plans

Amounts awarded in respect of the past financial year or accounting valuation

4,447

Collective health and welfare insurance plans

Presentation

This is the employer’s contribution to the collective health and welfare insurance plans.

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Amounts paid in respect of the past financial year

-

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Amounts awarded in respect of the past financial year or accounting valuation

-

Compensation by the company(ies) within the scope of consolidation as per article L. 233-16 of the French Commercial Code

Presentation

Michel-Alain Proch has an employment contract with one of the Groupe’s subsidiaries. Michel-Alain Proch holds other offices within Groupe subsidiaries. Compensation for office sheld in Groupe companies is excluded by Janus, the Publicis Groupecode of conduct. Michel-Alain Proch does not receive any compensation other than that described in this document.

  • (1) See details in Table 6.
  • (2) Benefits in kind relating to the use of a company-provided vehicle are not mentioned if they are for an immaterial amount.