The Company is a French joint-stock limited liability company (société anonyme) with a Management Board (Directoire) and a Supervisory Board (Conseil de surveillance)
Publicis Groupe and its Supervisory Board have always placed great importance on the quality of the Groupe’s governance and on compliance with the rules and principles governing its business activities.
Publicis has always taken an innovative approach to its governance: since 1987, the Groupe has had a dual governance system with both Management and Supervisory Boards, in the belief that this would ensure a better balance of powers for the benefit of all stakeholders. The quality of the Board’s work is ensured by the strong involvement of its members and facilitated by the role of five committees: a Compensation Committee, a Nominating Committee, a Strategy and Risk Committee, an Audit Committee and the ESG Committee (environmental, social and governance issues), a new Committee created in 2021.
The members of the Management Board and Supervisory Board are collectively referred to as “corporate officers” in this document.
On June 1, 2017, Arthur Sadoun succeeded Maurice Lévy as Chairman of the Management Board of Publicis Groupe SA and on the same date Maurice Lévy succeeded Élisabeth Badinter as Chairman of the Supervisory Board. Élisabeth Badinter was appointed Vice-Chair of the Supervisory Board on June 1, 2017.
In the interest of the Company and to ensure its sustainability, the Supervisory Board examines and decides on the major strategic guidelines and authorizes all transactions that have an impact on the Company’s share capital and financial structure. The Supervisory Board has the power to appoint and dismiss the members of the Management Board and to exercise permanent control over the management of the latter.
The Management Board is the Company’s decision-making body and is vested with the broadest powers to act in all circumstances on behalf of the Company and to represent it vis-à-vis third parties. In accordance with the law, the Management Board is required to prepare a quarterly report on the Company’s business and submit it to the Supervisory Board for review. This report sets out the Groupe’s results, financial position, cash flow and HR policy.
In the exercise of its powers, the Management Board submits to the Supervisory Board for the prior approval of the decisions that have a strategic impact on the Groupe, and in particular all decisions relating to significant transactions outside the strategy announced by the Company.
Arthur Sadoun, Chairman of the Management Board and Maurice Lévy, Chairman of the Supervisory Board, consult eachother on the definition of the major strategic orientations and all significant events of the Company, benefiting from their respective knowledge of Publicis Groupe and its business sectors. Arthur Sadoun regularly informs Maurice Lévy of the Company’s operations.
The bylaws of Publicis Groupe SA provide for a Supervisory Board with between three and eighteen members. Supervisory Board members are appointed by the General Shareholders’ Meeting. They serve four-year terms of office. The General Shareholders’ Meeting may nevertheless appoint or reappoint one or more Supervisory Board members for one, two or three year terms with the sole aim of staggering their terms of office.
At December 31, 2021, the Supervisory Board had 13 members, including two members representing employees appointed by the Groupe Works Council pursuant to article L. 225-79-2 of the French Commercial Code. Seven members are foreign nationals. It has 55% women and 45% men and 64% of independent members, with the Board members representing employees not included in the calculation of these percentages, in accordance with the law and the Afep-Medef Code.
