33.1.2.3 Duties of the Chairman of the Supervisory Board
Maurice Lévy, Chairman of the Supervisory Board, organizes the Supervisory Board’s work so that it can fulfill its role in overseeing the Management Board’s management of the Company. In 2021, he prepared, chaired and directed the debate of six Supervisory Board meetings.
The Chairman of the Supervisory Board also actively assists the Management Board, though without operating responsibility, insofar as is required, by responding to requests for advice from the Management Board on all major events affecting the Company. He thus ensures a balance between the governing bodies. He maintains the strong relationships built up with major Groupe clients over decades, coordinates public affairs in the countries in which Publicis operates and provides the Groupe with his wealth of experience. He also provides support to Publicis Groupe in the application of key management principles and the definition and supervision of the implementation of strategies for the future. He participates in three Supervisory Board Committees: Nominating Committee, Compensation Committee and Strategy and Risk Committee.
3.1.2.4 Duties and activities of the Supervisory Board
Assignments of the Supervisory Board
The Supervisory Board has the responsibility of exercising ongoing supervisory authority over the Management Board, in the interest of all stakeholders and, in particular, of shareholders. To this end, it may carry out, at any time of the year, the checks and controls it deems appropriate and may request any documents it deems useful for the performance of its mission.
In accordance with the law, the Supervisory Board is entrusted by the shareholders to appoint and dismiss the members of the Management Board, and in accordance with the Company’s by laws and internal rules, it supervises business and gives the authorizations to the Management Board to carry out the following operations:
- the acquisition or disposal of property;
- the total or partial acquisition and disposal of equity interests;
- the creation of sureties, as well as sureties and guarantees;
- any loan, issue of bonds or shares;
- any change in the Company’s share capital, with the exception of those resulting from transactions that have already been authorized by the Supervisory Board.
In addition, any significant transaction outside the strategy announced by the Company must be approved in advance by the Supervisory Board. The Supervisory Board may also decide that specific financial transactions be subject to its prior approval.
Pursuant to Article 2 of the internal rules, the Supervisory Board determines, at the meeting for which the agenda includes approval of the annual financial statements for the previous financial year, the thresholds below which its prior approval is required. At its meeting of February 2, 2022, renewing its resolution of February 2, 2021, the Supervisory Board decided that the purchase or disposal of any real estate, the purchase or disposal of any company whose value exceeded 5% of the Company’s equity, and any loan, bond or share issuance exceeding 5% of the Company’s equity would be subject to the prior approval of the Supervisory Board.
Supervisory Board activities in 2021
The main points examined, and decisions made by the Supervisory Board at its meetings during 2021 were as follows:
- the first part of the meeting of February 2 was devoted to a presentation of the PMX activity by its CEO, David Penski. In the second part of its meeting, the Supervisory Board took note of the management report of the Management Board and reviewed the consolidated financial statements and parent company financial statements for 2020, after having heard the Audit Committee and the conclusions of the statutory auditors. The Supervisory Board did not comment on these documents and assured the Management Board of its support in its management of the Groupe. Prospects and commitments for 2021 were presented. The Supervisory Board renewed the limits on the powers of the Management Board and the annual authorizations for sureties and guarantees. The Compensation Committee presented its report;
- at its meeting of March 3, the Supervisory Board gave its assent to the Management Board on the commitment for 2021. The Strategy and Risk Committee presented its report. The CSR and sustainable development strategy was presented. It was highlighted that Publicis was the first communication group to join the Global Compact in 2003. The main actions carried out by Publicis and the Groupe’s CSR objectives were presented. The Nominating Committee presented its report. On the impetus of Élisabeth Badinter, Chair of the Nominating Committee, the Committee considered the subject of diversity within the Board. On the recommendation of the Nominating Committee, the Supervisory Board confirmed the independent status of its members who were previously independent. The Supervisory Board expressed its opinion on the draft resolutions to be submitted to the General Shareholders’ Meeting: in particular the Board decided, on the recommendation of the Nominating Committee, to submit to the General Shareholders’ Meeting the renewal of the term of office of Maurice Lévy, Simon Badinter and Jean Charest as members of the Supervisory Board for a four-year term. The Compensation Committee presented its report on the 2021 compensation policy for the members of the Management Board and the Chairman, the performance criteria related to variable compensation, long-term compensation (LTI plans), the amount and structure of the compensation of the members of the Board and a comparison to carry out with the CAC 40 companies, on the Groupe’s HR policy, employee salary reviews and recruitment. After having heard the report of the Compensation Committee and on the recommendation of the latter, the Board set the variable compensation in respect of the 2020 financial year for the members of the Management Board and the Chairman of the Management Board, the compensation policy for the 2021 financial year for the members of the Management Board and the Chairman of the Management Board and the criteria for allocating their variable compensation, as well as the fixed compensation of the Chairman of the Supervisory Board and the compensation policy for the members of the Supervisory Board, to be voted on by shareholders pursuant to Article L. 22-10-26 of the French Commercial Code. The Supervisory Board then reviewed the summary results and drew conclusions from the annual self-assessment of its work for 2021. The Supervisory Board then approved the terms of its 2020 corporate governance report;
