Universal Registration Document 2021

As at December 31, 2021, the Compensation Committee was chaired by André Kudelski (independent member), and composed of three other members, including two independent members: Antonella Mei-Pochtler (independent member), Thomas H. Glocer (independent member) and Maurice Lévy. Michel Cicurel assists the Committee as a permanent expert.

As of January 2022, the Compensation Committee welcomed Patricia Velay-Borrini (member representing employees), pursuant to the Supervisory Board’s decision of November 24, 2021.

As a reminder, this proposal had already been made to her in November 2020, when she was appointed to the Supervisory Board. Patricia Velay-Borrini had declined this proposal, having expressed the wish to be trained in the subjects within the remit of the Committee during the first year of her term of office.

Changes in the composition of the Compensation Committee in 2021 :

The Compensation Committee is governed by articles 8, 11 and 12 of the Supervisory Board’s internal rules.

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

• to issue a recommendation on the amount and division of compensation allocated to members of the Supervisory Board ;
• to study and propose to the Supervisory Board the elements of compensation and benefits to executive corporate officers in the Company, and particularly the variable compensation, as well as the attribution of stock subscription or purchase options, performance shares and all other elements of compensation (termination benefits, pension, non-compete clauses, etc.)
• to propose to the Supervisory Board the draft resolutions, to be submitted to the General Shareholders’ Meeting, on the compensation policy for corporate officers, the information relating to this compensation and the elements comprising this compensation;
• to approve the fixed, variable and exceptional compensation conditions making up the total compensation and benefits of any kind for the Company’s head office executives, members of the Management Committee and Executive Committees of the major countries;
• in general terms, approving, prior to any decision of the Management Board, the variable compensation systems, and policies in the area of compensation, awarding of stock options, free shares or performance shares, or any similar instrument. 

During 2021, the Committee examined issues relating to the compensation of the members of the Management Board (fixed and variable portions) and of the Chairman of the Supervisory Board (fixed compensation). With regard to the fixed compensation of the members of the Management Board, the Committee noted that Anne-Gabrielle Heilbronner and Steve King took part in the efforts required from the Groupe during the health crisis by agreeing to a 20% reduction over six months in their fixed portion for 2020, and that Arthur Sadoun had agreed to a reduction of 30% over six months of his fixed portion in respect of 2020. With regard to variable compensation, the Committee validated the achievement of the performance objectives and in particular the achievement of the objectives relating to the management of the crisis, to formulate a recommendation to the Board on the amounts of variable compensation to be awarded. The Committee reviewed the calculation method and the scope for comparing the compensation of executive corporate officers with the Company’s performance and the average and median compensation of employees. The Committee was informed of the share-based compensation plans granted and delivered in 2021 and was consulted on the share-based compensation policy: the principles of a new long-term compensation plan were submitted to the Committee. The Committee was kept informed of increases for members of the country Executive Committees and approved the variable compensation package for the Groupe’s employees for 2021. The Committee compared the total compensation of the Supervisory Board of Publicis Groupe SA with the compensation awarded to the Boards of other similar companies. The Committee was also informed of the points of attention noted in the reports of the proxy advisory firms or addressed during the discussions with the shareholders prior to the General Shareholders’ Meeting of May 26, 2021.

Strategy and Risk Committee

* Excluding the member representing employees.

As at December 31, 2021, the Strategy and Risk Committee was chaired by Marie-Josée Kravis (independent member) and composed of five other members including two independent members and one member representing employees: Antonella Mei-Pochtler (independent member), Maurice Lévy, Simon Badinter, Thomas H. Glocer (independent member) and Pierre Pénicaud (member representing employees).