Withing the framework of the “comply or explain” rule specified in article L. 22-10-10 4° of the French Commercial Code and referred to in article 27.1 of the Afep-Medef Code, the Company considers that its practices are compliant with the recommendations of the Afep-Medef Code. However, certain provisions were set aside for the reasons explained hereafter:
| Recommendations of the Afep-Medef Code | Position |
|---|---|
| Article 18.1 – Composition of the Compensation Committee “It is recommended… that one of its members should be an employee director.” | Article 18.1 – Composition of the Compensation Committee “It is recommended… that one of its members should be an employee director.” Position Pierre Pénicaud and Patricia Velay-Borrini were appointed members of the Supervisory Board representing employees by the Groupe Works Council of Publicis Groupe SA on June 20, 2017 and October 16, 2020 respectively. They declined the invitation made to them by the Supervisory Board to join the Compensation Committee. Pierre Pénicaud is, at his request, a member of the Strategy and Risk Committee, while Patricia Velay-Borrini wished to be a member of the Nominating Committee and then joined the ESG Committee in September 2021. The Board supported these requests, considering that their significant experience in the Groupe and their operational knowledgeare assets for these Committees. In their capacity as members of the Board, Pierre Pénicaud and Patricia Velay-Borrini naturally take part in meetings to review the compensation of corporate officers, which enables them to express their views on these subjects. After obtaining its agreement, the Supervisory Board, on the recommendation of the Nominating Committee, decided to appoint Patricia Velay-Borrini as member of the Compensation Committee as from January 1,2022. Patricia Velay-Borrini received training on the topics addressed by the Compensation Committee, which was provided by an external training organization. |
| Article 26.2 – Annual information (information on ratios) “Corporations which have no or not many employees in relation to the global workforce in France must take into account a more significant perimeter in relation to the wage bill or the workforce in France of the corporations over which they have exclusive control within the meaning of Article L. 233-16 II of the Commercial Code.” | Article 26.2 – Annual information (information on ratios) “Corporations which have no or not many employees in relation to the global workforce in France must take into account a more significant perimeter in relation to the wage bill or the workforce in France of the corporations over which they have exclusive control within the meaning of Article L. 233-16 II of the Commercial Code.” Position As Publicis Groupe SA has a single employee, it has decided to publish the ratios as provided for in 6° of article L. 22-10-9 of the French Commercial Code on a scope representative of the Groupe’s business in France, to which have been added the workforce of all Groupe companies in the United States and the United Kingdom. This scope is a more valid financial comparison insofar as it represents the bulk of the Groupe’s revenues (73%) and of its payroll (72%), the remainder being spread across other countries worldwide. This scope was preferred to a scope limited to France, which only represents 6% of Groupe revenues and 7% of Groupe payroll and is not representative of Groupe operations (see Section 3.2.2.8 of the Universal Registration Document). |
The Groupe has a set of rules governing its behavior and ethics under the name “Janus”. It is applicable to all of the Groupe’s hierarchical levels and sets out the rules of conduct for operations: “The Publicis way to behave and to operate.” It is regularly updated, circulated across all networks and is available in seven languages.
Janus includes the rules and principles related to ethics, corporate social responsibility, compliance with regulatory and legal frameworks, governance, communication, conducting business and client relations, human resource management, protecting the Groupe’s brand names and intellectual property, financial and accounting management, as well as rules governing mergers and acquisitions, investments, restructuring and purchasing policies.
The guidelines include a Code of Ethics applying to all Groupe employees with specific rules for members of the Management Board and other main executives. The values embodied by Publicis are clearly outlined there, starting with respect for individuals and their diversity.
The aim of these rules of conduct is to provide the Groupe with strict rules and procedures for running our business worldwide in all fields: human management, business ethics, financial management, individual responsibility. This includes encouraging diversity and preventing discriminatory conduct. They are meant to prevent any illegal activity, in particular by ensuring that Groupe employees comply with laws and regulations in carrying out the Groupe’s business. Janus also contains a dedicated section with detailed rules on stock market trading, designed to prevent insider trading. The Groupe’s rules of conduct are also meant to prevent favoritism, misappropriation of funds, breach of trust, corruption, conflicts of interest or other misconduct and subject the Groupe and its employees to the highest standards in terms of integrity, ethics and compliance. They are designed to protect the Groupe’s data and know-how by establishing strict guidelines regarding confidentiality and good faith. They establish procedures for control and reporting by management of the Groupe and of the various networks of any breach of these policy rules. The policies have also been made public.
An update was carried out in 2021, and a new version of the Code will be rolled out in 2022.
This Code is available on the Groupe’s website (www.publicisgroupe.com) in the “Corporate Social Responsibility” section, under “Library”, then “Code of Ethics”.
The Groupe undertakes to provide a copy of its Code of Ethics free of charge to any person upon request. A request may be made directly to the Groupe’s Legal Department by telephone on +33 (0)1 44 43 70 00 or by mail to 133, avenue des Champs-Élysées, 75008 Paris, France.
