Universal Registration Document 2021

2.2 Internal control and risk management procedures

Chapter 2. Risks and risk management

2.2 Internal control and risk management procedures

2.2 INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

2.2.1 Objectives and organization

The internal control and risk management framework is fully integrated into the operational and financial management of the Groupe. Its remit extends across all the Groupe’s activities and structures. The Groupe internal control and risk management policy, which is regularly monitored by the Audit Committee and the Strategy and Risk Committee, approved by the Management Board and applied at all levels of the Groupe, is designed to provide reasonable assurance on the realization of the Groupe’s objectives in relation to:

  • the reliability of financial information;
  • compliance with laws and regulations in effect;
  • the management and control of strategic, operational and
    financial risks;
  • the achievement and optimization of operations, in line with the direction set by the Management Board.

The objectives of this framework, as approved by the Management Board and presented to the Audit Committee and Strategy and Risk Committee are to enable:

  • continuing oversight aimed at identifying risks and opportunities having a potential impact on the achievement of the Groupe’s strategic objectives;
  • appropriate communication about risks enabling contribution to the decision-making process;
  • regular monitoring of the effectiveness of the Groupe’s internal control and risk management framework.

The Groupe has a Secretary General office, enabling it to monitor internal control in a formal and centralized manner: this function includes the Legal Department (managed by the General Counsel), the Internal Audit, Internal Control and Risk Management Department (managed by the Internal Audit & Risk Management VP), the Procurement Department, the Human Resources Department (compensation and employee benefits, human resources management IT system, employee-related matters and mobility) and CSR. The Secretary General is a member of the Groupe’s Management Board. The Internal Audit & Risk Management VP and the Secretary General attend all Audit Committee meetings and have easy access to its Chairman and each of its members. The Audit Committee also has direct access to the Internal Control Department. The tools needed to gain a broader view of potential risks are thus in place, which supports the effort to improve risk management throughout the entire organization. The Secretary General takes part in all meetings of the Strategy and Risk Committee.

The Groupe’s internal control and risk management system is based on the 2013 COSO (Committee of Sponsoring Organizations of the Treadway Commission) guidelines as well as the reference framework defined by the AMF.

2.2.2 Internal control framework

Publicis Groupe has defined guidelines based on the Groupe’s values stated therein, including practical principles and rules on conduct, ethics and social responsibility, as well as any other practices to ensure that the operations of the Groupe’s entities comply with standards, laws and regulations. These guidelines, applicable to all of the Groupe’s hierarchical levels, set out the rules of conduct for this purpose: “The Publicis way to behave and the way to operate.” These guidelines are known as “Janus” and are distributed in all networks. They are also accessible online to all Groupe employees.