Universal Registration Document 2021

The members of the committees are appointed for the duration of their term on the Board and may be reelected in the same manner, pursuant to article 13 of the bylaws.

Committee members may be dismissed ad nutum at the discretion of the Supervisory Board, without any need for justification. At least half of the members of the committees must be present for the committees to validly deliberate. A member may not participate by proxy.

Following the renewal of three terms of office as members of the Supervisory Board at the General Meeting of Shareholders of May 26, 2021, the Board decided to modify the composition of the Committees, according to the skills of the members, their interests, in compliance with the principle of diversity and gender parity and the recommendations of the Afep-Medef Code, at the same time as a new committee was created, the ESG Committee. The composition of the five committees ensures a diversified and balanced representation in terms of diversity, independence, skills, experience and nationalities.

Audit Committee

As at December 31, 2021, the Audit Committee was chaired by Jean Charest (independent member) and composed of three other independent members: Suzan LeVine, André Kudelski and Thomas H. Glocer. Due to their professional backgrounds, its members have particular expertise in financial and accounting matters.

Pursuant to the decision of the Supervisory Board of May 26, 2021, Jean-Michel Etienne assists the Audit Committee as a permanent expert, he brings his knowledge of Publicis Groupe and his expertise in financial and accounting matters.

Changes in the composition of the Audit Committee in 2021 :

The Audit Committee is governed by articles 6, 11 and 12 of the Supervisory Board’s internal rules.

The missions of the Audit Committee with regard to the Supervisory Board are as follows :

• to examine the parent company financial statements and consolidated financial statements, as well as the financial disclosures issued, before they are presented to the Supervisory Board, to monitor their preparation and to formulate, if required, recommendations to guarantee their integrity ;
• to issue a recommendation to the Supervisory Board on the choice of statutory auditors proposed for appointment or renewal by the General Shareholders’ Meeting under the conditions stipulated by the law, and to ensure their independence ;
• to supervise the organization and implementation of the Groupe’s internal audit, to monitor the effectiveness of the internal control and risk management framework and to verify the accuracy and regularity of the financial statements;
• on behalf of the Supervisory Board, to authorize the provision of services not included in the missions of legal control as well as the budget to be allocated, in accordance with legal provisions.

The Committee has a sufficient period of time to review the accounts before they are examined by the Supervisory Board

During the course of the 2021 financial year, the Audit Committee was regularly informed about the program, the results and corrective measures implemented as a result of internal controls, the results of auditing assignments and their follow up as well as the principal pending legal disputes and their developments. The work of the internal audit and internal control teams continued despite the Covid-19 crisis, according to the same working methods adopted during the 2020 financial year, which had made it possible to conduct the audit missions in 2020 remotely. A review was initiated by the Internal Audit Department to adapt working methods with the development of working from home and with a view to improving internal audit process. A summary of the controls carried out by the internal audit within the framework of the anti-corruption law was produced. No cases of corruption were identified, however areas of risk were identified and action plans were implemented to reduce them. The Committee was also informed about all fraud or fraud attempts of which the Groupe may have been made aware. A report was presented on attempted phishing scams, which were up sharply, due in particular to working from home and lockdowns. IT security measures have been strengthened. Cases of alerts or whistleblowing processed by the Internal Audit Department were communicated to the Committee.

The Committee heard from the statutory auditors without the presence of the members of Management during its meetings on the financial statements. The Committee checked the independence of the statutory auditors and monitored the completion of their duties. The statutory auditors presented their methodology, the scope of their audit and the main technical matters of the audited financial statements and detailed their work to the Committee. The Committee reviewed and authorized the fees for additional assignments entrusted to the statutory auditors and issued an opinion on the budget for their fees for the 2021 financial year. In financial year 2021, the Groupe's General Management launched a call for tenders to select the future auditors of the Groupe who should replace one of the Groupe’s audit firms whose term of office expires at the General Shareholders’ Meeting called to approve the financial statements of the 2022 financial year. The Audit Committee participated in the selection of new auditors.