Universal Registration Document 2021

Changes in the composition of the Strategy and Risk Committee in 2021 :

The Strategy and Risk Committee is governed by articles 9, 11 and 12 of the Supervisory Board’s internal rules.

The missions of the Strategy and Risk Committee with regard to the Supervisory Board are as follows :

• to examine (in coordination with the Audit Committee), the risks to which the Company is exposed and the policies and corrective measures that will allow it to control and reduce these risks ;
• to review the major strategic and development options available to the Groupe and decide whether or not they are implemented with respect to transactions likely to affect the Groupe’s strategy as a whole ;
• to examine the Groupe’s Corporate Social and Environmental Responsibility (CSR) strategy and the options selected to implement this strategy.

During 2021, the Committee examined the Groupe’s situation in the context of the Covid-19 crisis and outlined the resilience as well as the rapidity and agility of the Groupe’s model, the mobilization of the teams, the priority given to the health and safety of employees, which was ensured while protecting jobs. The Committee examined the risks facing the Company and the policies making it possible to control or reduce them, the Groupe’s corporate and social responsibility (CSR) strategy and the options adopted when implementing this strategy as well as the major strategic options and development opportunities available to the Groupe. The Committee took note of the report on stakeholder engagement, which was drawn up on the basis of informal consultations with clients, employees and shareholders on topics relating in particular to diversity, data and the Groupe’s support for its clients to accompany them in their CSR transformation and climate change. The Committee focused on diversity and climate change. It was informed of the appointment of a new Director of Diversity and Inclusion in the United States and the creation of a Steering Committee on Diversity and Inclusion for the Groupe composed of representatives from the 10 key countries. The Committee was informed of the Publicis Groupe action plan to contribute to the fight against global warming.

The Committee reviewed the risk mapping. Risks are generally on the rise. Competitive pressure on talent and clients has intensified. The Committee noted the high attrition rate of talent in 2021, a phenomenon that is not unique to the Groupe. The Committee examined more specifically the risks related to data protection and personal data compliance, which have increased due in particular to the strengthening of regulatory requirements. With regard in particular to risks related to cybersecurity, the Committee noted the increase in attacks and the implementation of additional means to strengthen IT security. The Committee updated the specific corruption and influence peddling risk mapping that is used for controls and audits. Risks of corruption and influence peddling remain low within the Groupe. The Committee assessed the tax risks, which are at a low level. The Committee was informed of the implementation of the action plan relating to duty of care and updated the risk mapping specific to the duty of care plan. The Committee examined the Groupe’s strategic priorities and related execution risks.

ESG Committee

* Excluding the member representing employees.

As at December 31, 2021, the ESG Committee was chaired by Suzan LeVine (independent member) and composed of three other members, including one independent member and one member representing employees: Cherie Nursalim (independent member), Sophie Dulac and Patricia Velay-Borrini (member representing employees).

At the Supervisory Board meeting of November 24, 2021, it was decided that Patricia Velay-Borrini was to join the Compensation Committee as of the 2022 financial year and that she was to leave the ESG Committee at the same time, to devote herself entirely to the subjects dealt with by the Compensation Committee.

In addition, the Supervisory Board, at its meeting of February 2, 2022, appointed Antonella Mei-Pochtler as a member of the ESG Committee.

Changes in the composition of the ESG Committee in 2021 :