The organization and operation of the Supervisory Board are governed by law, the Company’s bylaws and the Supervisory Board’s internal rules, which are regularly updated in accordance with the recommendations of the AMF and the Afep-Medef Code (the internal rules are available on the Groupe’s website at www.publicisgroupe.com).
Articles L. 225-68 et seq. and L. 22-10-2 et seq. of the French Commercial Code set out the general rules governing the composition, operation and powers of the Board.
The Company’s by laws, adopted by the General Shareholders’ Meeting, set out in Articles 12 to 17 the specific rules applicable to the Company in terms of the composition, operation and powers of the Supervisory Board, independence of the members of the Supervisory Board, conflicts of interest, confidentiality or compliance with stock market regulations, as well as the rules regarding the distribution of powers and relations with the Management Board.
The Supervisory Board’s internal rules set out the bylaw rules, in particular those relating to the composition and operation of its specialized committees, and governs the Supervisory Board’s relations with the Management Board. It also lays down basic rules, such as those concerning the independence of Supervisory Board members, conflicts of interest, confidentiality or inside information.
At its meeting of September 13, 2021, the Supervisory Board updated its internal rules. The update included in particular the amendment of Title II of the rules, dedicated to the specialized committees.
Pursuant to the last paragraph of Article 16 II of the Company’s bylaws, the Supervisory Board has set up five specialized committees, which prepare the Board’s work and make recommendations regarding certain decisions: a Nominating Committee, separate from the Compensation Committee, a Strategy and Risk Committee, separate from the Audit Committee, thereby going beyond the recommendations of the Afep-Medef Code, and the ESG Committee, a new committee, created upon the decision of the Supervisory Board on May 26, 2021, dedicated to environmental, social and corporate governance issues.
The Supervisory Board meets as often as is necessary and its meetings are called by the Chairman or, in his absence, the Vice-Chair, with a minimum of four meetings per year, one of which is to approve the annual financial statements. The meetings are held in French. Simultaneous interpretation into English is available. In order to facilitate participation by members, particularly those who live overseas, the Supervisory Board has included provisions in its internal rules to allow members to participate in Supervisory Board meetings by video-conference or other mode of telecommunication in accordance with the law and regulations in force. Prior to meetings, the Management Board provides the Supervisory Board members with the documents and information needed for the performance of their duties. The documents required to examine the items on the agenda are sent to Supervisory Board members a few days in advance.
When reviewing the quarterly and half-yearly financial statements, the Supervisory Board reviews the Management Board’s management report on the Groupe’s activities, key figures, the macroeconomic environment, the Groupe’s CSR policy, corporate acquisitions and disposals, the financial position and results of the Groupe and of the Company, along with future prospects, and provides its comments.
The Supervisory Board ensures that there are systems to prevent and identify corruption and influence peddling and that the Management Board has implemented a non-discrimination and diversity policy within the governing bodies. The Management Board provides it with all necessary information to this effect.
Outside of Supervisory Board meetings, the Management Board provides the Supervisory Board with all relevant information concerning the Company and the Groupe if the importance or urgency of the information so requires.
The Supervisory Board may decide to meet without the presence of the Management Board, in particular to deliberate on the compensation of the members and the Chairman of the Management Board. Meetings may be organized, at the initiative of the Chairman of the Board and, where applicable, at the request of the members of the Supervisory Board, with Groupe executives, in particular to review the strategic action plans put in place.
To prevent insider trading, the Management Board established rules regulating the conduct of the Groupe’s insiders, defining the periods in which trading in Company shares is permitted, which also applies to Supervisory Board members.
The Supervisory Board met six times in 2021. It also took a decision by written consultation, on April 8, 2021.
