As the term of office of the members of the Management Board expires in September 2022, it appeared to the Compensation Committee that reviewing the compensation policy would preempt the decisions of the Nominating Committee and the Supervisory Board.
The Supervisory Board decided that the compensation policy for 2022, for each of the members of the Management Board, excluding the Chairman of the Management Board, to be submitted to the General Shareholders' Meeting, should remain the same with the exception of the overperformance clause applied to the two financial criteria of annual variable compensation.
Generally speaking, Publicis Groupe has introduced a stringent compensation policy designed to motivate employees so that they make their best contribution to the achievement of the Groupe’s strategic objectives and to ensure long-term performance. The compensation structure is communicated to employees, shareholders and investors in a clear and transparent manner. Publicis Groupe refers to the recommendations of the Afep-Medef Code.
The compensation policy for corporate officers is based on the same principles as those applicable to employees: clarity, competitiveness (vis-à-vis competitors and in the markets in which Publicis Groupe operates), internal fairness, performance incentives and gender equality. The structure of compensation is based on the position and responsibilities within the Groupe and combines the following elements: the base salary (reflecting experience and responsibilities), the variable compensation (which remunerates performance during the year) and awards of performance shares, in particular (recognizing and encouraging the contribution to the Groupe’s medium- and long-term performance on the basis of measurable criteria).
The compensation policy sets out the measurement methods to be applied to corporate officers to determine the extent to which they have satisfied the performance criteria specified for variable compensation and share-based compensation. To determine the extent to which corporate officers have satisfied these performance criteria, the Supervisory Board draws on the proposals and work of the Compensation Committee, which prepares and checks, with the support in particular of the Secretary General and of the Groupe Chief Financial Officer, the performance of each officer on each of the criteria in relation to the objectives set. These checks are documented and made available to the members of the Supervisory Board.
The criteria used to distribute the annual fixed sum allocated by the General Shareholders’ Meeting to Supervisory Board members are set out in Section 3.2.1.2 of this document.
The principles of the compensation policy applicable to corporate officers, subject to approval by the General Shareholders’ Meeting on May 25, 2022, are also intended to apply to newly-appointed corporate officers or those who are reappointed at the General Shareholders’ Meeting. For the latter, the Supervisory Board is nevertheless authorized to temporarily decide certain adjustments in order to take into account, in particular, their profile and their experience. The Supervisory Board will decide, on the advice of the Compensation Committee, to the strict extent required by the situation and only on the points of the compensation policy in force that would prove to be obviously inaproriate for the situation of the newly appointed executive.
The compensation policy for members of the Supervisory Board includes i) the items common to all corporate officers as presented in Section 3.2.1.1, and ii) specific items submitted below.
The compensation policy for members of the Supervisory Board of Publicis Groupe SA aims to reward the expertise and involvement of its members, against the backdrop of their ever-increasing commitment.
The total amount of compensation awarded to members of the Supervisory Board is voted on by the General Shareholders’ Meeting of Publicis Groupe SA.
As a reminder, the General Shareholders’ Meeting of May 28, 2014 set an annual budget of euro 1.2 million for the compensation of the members of the Supervisory Board.
As part of this budget, each member of the Supervisory Board received an amount of euro 5,000 for each meeting of the Supervisory Board and each committee attended.
In order to bring Publicis Groupe closer to market practices and to attract people with international and experienced profiles, the Supervisory Board, at its meeting of February 2, 2022, approved the Compensation Committee’s recommendation to modify the structure of the compensation of the members of the Supervisory Board and its committees, and to increase their compensation linked to effective attendance at Supervisory Board meetings and that of its committees.
