Universal Registration Document 2021

Chapter 3. Governance and compensation

3.1.2.5 Assessment of the Supervisory Board

The Supervisory Board performs an annual self-assessment of its work, examines the summary results and draws conclusions. Each member of the Supervisory Board completes a personal questionnaire, with possibility of having an individual meeting with the Chairman of the Supervisory Board or the member of the Supervisory Board responsible for overseeing the assessment. The results are summarized and then a meeting is held to take comments. Thomas Glocer, an independent member, in direct contact with Supervisory Board members, conducted individual interviews with any Board member who so wished and carried out this assessment for the 2020 financial year with the support of the Secretary General and the Legal Department. Responses were examined in detail, and compared with the responses given by the same member the previous year. An analysis of the conclusions of the 2020 assessment was presented at the Supervisory Board meeting of March 3, 2021 and the Board led a discussion on areas for improvement. It emerged from this analysis that the members of the Board noted the resilience and quality of the Board’s activity during the crisis period, the ability to hold virtual meetings, which were just as effective as those held in person. In addition, all members of the Board expressed their assessment of the Groupe’s management activity carried out by the Management Board during the period of the health crisis.

The areas for improvement identified are to increase diversity within the Board, strengthen its skills in data and new technologies, ensure the effective contribution of Board members and improve the deadlines for the transmission of documents to Board meetings. The desire to meet with the Groupe’s executives was also expressed.

With regard to the Strategy and Risk Committee, the members would like to have the opportunity to further discuss the Publicis Groupe’s long-term strategy, to compare the strategy with that of its competitors and to be able to better explore the issues relating to diversity, inclusion and employee development.

The self-assessment for the 2021 financial year was carried out at the beginning of 2022 and the conclusions were presented at the Board meeting of March 17, 2022. The tone of this self-assessment is positive and notes progress on the points raised last year.

3.1.2.6 On-boarding and training of Supervisory Board members

All new members of the Supervisory Board are informed of their obligations. A welcome and induction program for all new members of the Supervisory Board has been formalized. On this occasion, personalized meetings with the Chairman of the Supervisory Board, the General Management and the Legal and Finance Departments are proposed to familiarize the new member with the organization and internal practices as well as with the Groupe’s business sectors. He or she receives documentation to help the new member accomplish his or her mission. Where appropriate, site visits may be planned with the managers of subsidiaries.

Each Board member has access, should they so wish, to additional training in particular on the particularities of the Company, its business lines, industry and the Company’s corporate and social responsibility challenges.

Moreover, any Board member representing employees has, by law, access to special training on the performance of their role and time allocated to allow them to do their job under the best possible conditions.

During the 2021 financial year, at her request, Patricia Velay-Borrini attended a technical training course provided by an external training organization on the duties of the Compensation Committee. The program of this training was validated by the Secretary General, with the help of the Legal Department, to enable Patricia Velay-Borrini to join the Compensation Committee with the best possible preparation.