Universal Registration Document 2021

An analysis of the Groupe’s cash position and future needs was provided to the Committee, as well as a comparison with the main competitors, which showed the robustness of Publicis Groupe’s cash position. The Committee reviewed the action plans aimed at further reducing the Groupe’s costs.

The Committee reported to the Supervisory Board on the exercise of its duties, the results of the accounts certification, the way that this had contributed to the integrity of the financial information and the Committee’s role in the process. During the Supervisory Board meeting on the annual review of related-party agreements and commitments entered into and authorized during previous financial years, the Committee informed it of the follow-up and the results of the procedure put in place on September 11, 2019 for the assessment of agreements entered into by Publicis Groupe SA relating to ordinary transactions concluded under arm’s length conditions within the meaning of article L. 22-10-29 of the French Commercial Code. The Committee reviewed and approved the 2021 Internal Audit Plan.

Nominating Committee

* Excluding the member representing employees..

As at December 31, 2021, the Nominating Committee was chaired by Élisabeth Badinter and composed of five other members, including four independent members: Marie-Josée Kravis (independent member), Suzan LeVine (independent member), Jean Charest (independent member), André Kudelski (independent member) and Maurice Lévy.

Changes in the composition of the Nominating Committee in 2021 :

The Nominating Committee is governed by articles 7, 11 and 12 of the Supervisory Board’s internal rules.

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

• to make any appropriate observations on the composition of the Supervisory Board and Management Board ;
• to propose to the Supervisory Board a process for selecting members of the Management Board that ensures, until the end of the process, the presence of at least one person of each gender among the candidates ;
• to propose, to the Board, candidates for corporate officers of the Company ;
• to examine proposals for the appointment of Head Office executives, members of the Management Committee and of the Executive Committees of the major countries ;
• to draw up a succession plan for executive and non-executive corporate officers and to examine, beforehand, the succession plans for all key positions ;
• to examine the gender balance policy applied to management bodies.

During 2021, the Committee reviewed the composition of the Supervisory Board. This review focused on the independence of members with regard to the criteria set out in the Afep-Medef Code and on diversity. After consulting and obtaining their consent, the Committee recommended to the Supervisory Board the renewal of the terms of office of Maurice Lévy, Simon Badinter and Jean Charest for a four-year term. The Supervisory Board has followed its recommendation. The Committee reviewed the succession plan for corporate officers.

At the beginning of 2022, the Nominating Committee decided on the terms of office of the members of the Board, Élisabeth Badinter and Cherie Nursalim, expiring at the 2022 General Shareholders’ Meeting. With Élisabeth Badinter not taking part in the discussions, the Committee decided to recommend the renewal of the term of office of Élisabeth Badinter as a member of the Supervisory Board for a period of four years.

The Nominating Committee worked on a selection of potential candidates to join Publicis Groupe's Supervisory Board as independent members, in view of the needs in terms of skills, diversity requirements and compliance with quotas on gender equality and recommendations on compliance with a proportion of independent members (50% in application of the Afep-Medef Code §9.3).

The Chairman of the Supervisory Board and the Chair of the Nominating Committee studied in particular the candidacy of Tidjane Thiam and assessed the adequacy of his experience to the needs of Publicis and compliance with the independence criteria as defined in the Corporate Governance Code. The Nominating Committee recommended that the Supervisory Board propose the appointment of Tidjane Thiam to the General Shareholders’ Meeting, in view of his exceptional career in international finance, his human qualities and his unique experience with China and Africa.

Compensation Committee