Employee representation on the Board
Patricia Velay-Borrini and Pierre Pénicaud, appointed Board members representing employees by the Groupe Works Council in accordance with the law and by laws of the Company, have a seat on the Supervisory Board under the same conditions (and with voting rights) as other members. Subject to the applicable legislation, the Board members representing employees are subject to all legal and statutory provisions, have the same rights and are subject to the same obligations, particularly those set by the Board’s internal regulations, as those applicable to other Board members.
The Company’s bylaws and the Board’s internal regulations state that each member of the Board must hold, in their own name and for the duration of their term of office, a minimum of five hundred shares, with the exception of the Supervisory Board members representing employees.
Balanced gender representation on the Board
At December 31, 2021, the Board had 55% of women and 45%of men. In accordance with article L. 225-79-2, II of the French Commercial Code, the Board members representing employees are not included in the calculation of the percentage.
There has been balanced gender representation on the Supervisory Board since 2012, making Publicis Groupe SA one of the first groups to apply gender parity to its Board
The Publicis Groupe Supervisory Board was chaired by Élisabeth Badinter for over 21 years, from April 19, 1996 to May 31, 2017. Three Board Committees are chaired by women: Élisabeth Badinter chairs the Nominating Committee, Marie-Josée Kravis chairs the Strategy and Risk Committee and Suzan LeVine chairs the ESG Committee, created in 2021.
Diversity and complementary nature of members’ skills
The Supervisory Board oversees the diversity and complementary nature of members’ skills.
For several years now, the Board has sought out more international profiles. Accordingly, at December 31, 2021, seven out of 11 members of the Supervisory Board (i.e. 64%) were foreign nationals (excluding the members representing employees). In addition, several other Board members have international exposure due to their activity in groups with a strong presence abroad or because they carry out a professional activity abroad (see presentation of Board members above).
Its members also have a range of varied expertise in key areas for Publicis Groupe. Given the experience and personal commitment of all Board members (excluding the members representing employees), their expertise covers the following areas:
It is also important for the Supervisory Board to have a balance between members who have been on the Board for a number of years and others who have been appointed more recently, so as to benefit from both an in-depth knowledge of the Groupe’s history and from a new perspective.
The quality of the Supervisory Board’s composition contributes to the good governance of Publicis Groupe.
Independence of members of the Supervisory Board
The Supervisory Board uses all the criteria proposed by the Afep-Medef Code to assess the independence of its members.
Criterion 1: Employee corporate officer over the previous five years
Not to be or not to have been during the last five years:
- an employee or an executive corporate officer of the company;
- an employee, executive corporate officer or director of a consolidated company of the company;
- employee, executive corporate officer or director of the company’s parent company or a company consolidated by said parent company.