- by means of a written consultation on April 8, the Supervisory Board duly noted the resignation of Enrico Letta from his office as member of the Supervisory Board, with effect from March 28, 2021 and, the waiver by Michel-Alain Proch, member of the Management Board as of January 15, 2021, of his specific and exceptional termination indemnity;
- at its meeting of May 26, the Supervisory Board warmly congratulated Maurice Lévy, Simon Badinter and Jean Charest on their reappointment as members of the Supervisory Board. An update was made on the progress and conclusions to be drawn from the morning’s General Shareholders’ Meeting held behind closed doors due to the Covid-19 health crisis. The Supervisory Board was informed of the management report of the Management Board of March 31, 2021 and the quarterly parent company and consolidated financial statements, as well as the consolidated results at April 30, 2021. The Audit Committee presented its report. The updated forecasts were presented as well as the new 2021 commitment, which was approved. The Management Board noted the guarantees provided by Publicis Groupe SA to guarantee the commitments of its subsidiaries. The Supervisory Board expressed a favorable opinion on the implementation of a Euro Medium Term note (EMTN) program with a maximum principal amount of euro 1.5 billion and the issue of bonds under the EMTN program or outside the EMTN program, within the limit of the aforementioned maximum nominal amount. The Supervisory Board, on the recommendation of the Nominating Committee and after having consulted the members of the Board individually, decided to set up a new committee, called the ESG Committee, focused on environmental, social and governance issues, to modify the composition of existing committees in order to involve all Board members in at least one committee and to ensure that the various committees can work together on common issues;
- the first part of its July 21 meeting was devoted to a presentation of Re:Sources by Jean-Michel Etienne. In the second part of the meeting, the Board noted the reappointment of Pierre Pénicaud, member representing employees on the Board, for a four-year term by the Groupe Works Council on June 15, 2021. The Supervisory Board took note of the management report of the Management Board of June 30, 2021, and examined the half-yearly parent company and consolidated financial statements, after having heard the report of the Audit Committee and the conclusions of the statutory auditors. The annual forecasts for the end of June were presented. The Chairman of the Supervisory Board highlighted the good results of the Management Board and its teams and assured it of the support of the Supervisory Board;
- the first part of its meeting on September 13 was devoted to two presentations, the first on the Publicis Sapient activity, by its CEO, Nigel Vaz, the second on Global Practices of Publicis, by Steve King, member of the Management Board and COO of Publicis Groupe. In the second part, the Supervisory Board was informed of the Groupe’s results at August 31, 2021 and the annual forecasts. The Audit Committee and the Strategy and Risk Committee presented their reports. The Chairman of the Management Board informed the Supervisory Board of the initial quantitative estimates for 2022, the construction of the 2022 budget and the strategic orientations undertaken by the Management Board. The Compensation Committee presented its report. The Committee reviewed the variable compensation of the members of the Management Board for the 2021 financial year, and was informed by the Management Board of the approach envisaged for future share plans, recruitment and salary reviews of employees. The ESG Committee presented the report of its first meeting of September 9, 2021. The Committee’s objectives and priorities were presented, and the Committee discussed the long-term ESG strategy. The Committee was informed of the pillars of Publicis’ ESG commitment, the upcoming application of new European regulations related to the climate, its risks and opportunities (European Green Taxonomy, SFDR (Sustainable Finance Disclosure Regulation), CSRD (Corporate Sustainability Reporting Directive) and the key actions carried out by the Groupe, in particular in terms of diversity, equity, inclusion, responsible marketing and the fight against climate change. Information was provided on the Company’s anti-corruption program. The Supervisory Board approved the update of its internal rules;
- the first part of its meeting on November 24 was devoted to a presentation of India by Loris Nold (CEO APAC & MEA). During the second part of the meeting, the Supervisory Board read the management report by the Management Board of September 30, 2021 and examined the parent company and consolidated financial statements for the third quarter. The Groupe’s position and results as at the end of October, as well as the updated forecasts, were presented. The Audit Committee presented its report. The Supervisory Board familiarized itself with the initial draft budget and the broad principles of the 2022 commitments. The Supervisory Board also carried out an annual review of the agreements and commitments entered into with related-parties and authorized during previous financial years and noted that no agreements entered into previously and whose performance continued during the financial year fell within the scope of related-party agreements. The Audit Committee informed the Supervisory Board of the appropriateness of the criteria used when classifying ordinary arm’s length agreements as part of the procedure assessing such agreements. The Supervisory Board noted that the agreements relating to ordinary arm’s length agreements did indeed meet these conditions and that no agreements falling within the scope of article L. 225-86 of the French Commercial Code on related-party agreements had been entered into since the beginning of 2021. The Nominating Committee presented its report. The Board decided, on the recommendation of the Nominating Committee, to appoint Patricia Velay-Borrini to the Compensation Committee, from January 2022. The Compensation Committee presented its report. The ESG Committee presented its report. The ESG Committee examined the climate issues resulting from the work of COP 26 and the work to be carried out as part of an analysis of the risks and opportunities related to climate change.
