Universal Registration Document 2021

Chapter 3. Governance and compensation

3.1.3.2 Conflicts of interest, family ties and service contracts

As of the date of preparation of this Universal Registration Document, to the best of the Company’s knowledge, there are no family ties or potential conflicts between the private interests of the members of the Management Board and their duties towards the Company. The members of the Management Board have no family ties with the members of the Supervisory Board.

Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Management Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.2 and 3.3. Except as may be described otherwise in Section 3.3, no appointment as member of the Management Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.

3.1.3.3 No conviction for fraud

Over the last five years, to the best of the Company’s knowledge at the date of this Corporate Governance Report:

  • no member of the Company’s Management Board has been convicted of fraud;
  • no member of the Management Board has been involved in a bankruptcy or been subject to receivership or liquidation;
  • no indictment and/or official public sanction has been pronounced against these people by statutory or regulatory authorities or professional organizations;
  • no member of the Management Board of Publicis Groupe SA has been banned by a court of law from being a member of a corporate body, Management or Supervisory Board of an issuer, nor from taking part in the management or business operations of an issuer.
3.1.3.4 Upcoming changes in the composition of the Management Board

The terms of office of the four members of the Management Board will expire on September 14, 2022.

3.1.3.5 Duties and activities of the Management Board
Duties of the Management Board

The Management Board is the body that manages the Company.

In accordance with the law and Article 12 of the Company’s bylaws, the Management Board is broadly empowered to act in all circumstances on behalf of the Company. These powers may only be exercised within the limit of the corporate purpose and subject to the powers that are by law reserved for the Supervisory Board and Shareholders’ Meetings. As part of the exercise of its powers, the Management Board meets as often as the interests of the Company so require and at least once a month.

The Management Board is always available to provide clarifications or additional information to any Supervisory Board member. The Management Board informs the Supervisory Board of market developments, the competitive environment, strategy and the main challenges facing the Groupe, including in terms of corporate social responsibility (CSR). When reviewing the quarterly and half-yearly financial statements of the Supervisory Board, the Management Board presents its management report on the Groupe’s activities, key figures, the macroeconomic environment, the Groupe’s CSR policy, corporate acquisitions and disposals, the financial position and results of the Groupe and of the parent company, along with future prospects, and acknowledges comments made by the Supervisory Board.

In accordance with the law, the bylaws and the Supervisory Board’s internal regulations, the Management Board must obtain the prior approval of the Supervisory Board to approve the transactions indicated in section 3.1.2.

Activities of the Management Board in 2021

During 2021, the Management Board met 15 times, including twice through written consultation, with an attendance rate of 98%.

Its work focused on:

  • the review and approval of the 2020 consolidated and annual financial statements, the 2021 budget, the 2021 half-year financial statements and the revenue for Q1 and Q3 2021;
  • the Groupe’s financial position;
  • the Groupe’s cash position;
  • the Groupe’s financial communication;