The classification as an independent member of the Supervisory Board is reviewed annually by the Nominating Committee, which draws up a report. This report is then passed on to the Supervisory Board, which reviews the position of each member of the Supervisory Board. The Supervisory Board specifically verifies that its members have no significant business relationship either from a qualitative or quantitative perspective with Publicis Groupe.
At its meeting of March 17, 2022, the Supervisory Board, based on the work carried out by the Nominating Committee, analyzed the independence of its members for the 2021 financial year.
Pursuant to these criteria, seven of the 11 members of the Supervisory Board (excluding the Board members representing employees in accordance with paragraph 9.3 of the Afep-Medef Code) were independent, i.e., 64%.
The Board analyzed in detail compliance with the third criterion recommended by the Afep-Medef Code, relating to the absence of significant business relationships. On the basis of the information resulting from this analysis, the Supervisory Board concluded that there were no significant business relationships between Publicis and each of the members qualified as independent and the companies in which these members hold other offices or functions.
The Supervisory Board has strict internal rules in the area of conflicts of interest: the principle is that members of the Supervisory Board must be able to exercise their role in a completely independent manner, vis-à-vis each other and vis-à-vis the Management Board, and that each member undertakes, as soon as he or she learns of it, to inform the Supervisory Board of any conflict of interest, whether actual or potential. In the event of any such conflict of interest, the interested member refrains from discussing, or voting on, the decision on the subject in question.
As far as the Company is aware, the only family ties between the Company’s corporate officers are those between Élisabeth Badinter – daughter of Marcel Bleustein-Blanchet, Publicis Groupe founder – her son Simon Badinter and her niece, Sophie Dulac.
To the Company’s knowledge, there are no potential conflicts between the interests of the members of the Supervisory Board of the Company and their duties towards the Company.
Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Supervisory Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.2 and 3.3.
Except as may be described otherwise in Section 3.3, no appointment as member of the Supervisory Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.
To the best of the Company’s knowledge, over the past five years:
The terms of office of Élisabeth Badinter and Cherie Nursalim as members of the Supervisory Board will expire at the end of the next General Shareholders’ Meeting on May 25, 2022.
On the recommendation of the Nominating Committee, the Supervisory Board decided to submit to the vote of the shareholders, at the next General Shareholders' Meeting, the renewal of the term of office of Élisabeth Badinter as a member of the Supervisory Board. For information, Élisabeth Badinter did not take part in the discussions or the vote on the proposal for the renewal of her own term of office, conducted by the Nominating Committee and the Supervisory Board. Simon Badinter and Sophie Dulac abstained from participating in the discussions and voting on the proposal to renew Élisabeth Badinter’s term of office, given their family ties with her, but, after the vote, were keen to show their support for the resolution.
On the recommendation of the Nominating Committee, the Supervisory Board decided to submit to the vote of the shareholders, at the next General Shareholders' Meeting, the proposed appointment of Tidjane Thiam as a new member of the Supervisory Board, for a period of four years expiring at the end of the Ordinary Shareholders' Meeting called to approve the financial statements for the 2025 fiscal year.
