The compensation policy for the members of the Supervisory Board was out of step with the other CAC 40 companies in terms of both amount and structure, as it has not changed for more than 15 years. In-depth studies were carried out on the basis of comparative CAC 40 data and proposals presented to the Compensation Committee in order to determine a new compensation policy. The Supervisory Board, on the proposal of the Compensation Committee, decided to review the structure and amounts of the compensation of the members of the Supervisory Board and its committees.
From January 1, 2022, the compensation of the members of the Supervisory Board and committees would break down as follows: each member of the Supervisory Board would receive fixed compensation of euro 10,000 per year (increased by euro 7,500 for chairing a committee) to which would be added an amount of euro 6,000 for each effective attendance at a meeting of the Supervisory Board and the Committee which he/she attends (euro 7,500 per meeting for the Chairperson of a Committee) to take into account the preparatory and monitoring work that he/she is required to do.
| Board member | Committee member | Committee Chairman (additional compensation for the chaired committee) |
|
|---|---|---|---|
| Annual fixed compensation | Annual fixed compensation Board member €10,000 |
Annual fixed compensation Committee member -- |
Annual fixed compensation Committee Chairman (additional compensation for the chaired committee) +€7,500 |
| Compensation paid per meeting |
Compensation paid per meeting Board member €6,000 |
Compensation paid per meeting Committee member €6,000 |
Compensation paid per meeting Committee Chairman (additional compensation for the chaired committee) +€1,500 |
Under this new compensation policy, each member of the Supervisory Board would receive annual fixed compensation of €10,000 and €6,000 for each Board meeting attended. A Board member who also participates in a Committee would receive €6,000 for each Committee meeting attended. A Board member that is also Chair of a Committee would receive fixed compensation of €10,000, increased by €7,500 for chairing a Committee, and compensation per meeting of €6,000 increased by €1,500 for attendance at the Committee meeting he/she chairs and €6,000 per Board meeting or any other Committee meeting he/she attends.
In order to take these changes into account and anticipate the possible appointment of new members and/or the increase in the number of meetings of the Supervisory Board and/or committees, it is also proposed to increase the budget submitted to the shareholders’ vote from euro 1.2 million to euro 1.5 million. This increase is all the more justified given that the Supervisory Board set up a new ESG Committee in 2021.
For reference, 59.58% of the compensation budget authorized for members of the Supervisory Board was used for 2021.
The payment of items of compensation for a financial year takes place the following year.
According to article 17 III of the Company’s bylaws, the Supervisory Board may grant, in accordance with applicable laws, exceptional compensation for specific assignments and duties entrusted to its members.
This compensation shall be determined by the Supervisory Board by taking into account the length and complexity of the assignment after obtaining the Compensation Committee’s opinion.
Aside from her compensation as a member of the Supervisory Board for her effective attendance at meetings, Élisabeth Badinter does not receive any specific compensation in respect of her position as Vice-Chair of the Supervisory Board. Élisabeth Badinter does not have an employment contract with Publicis Groupe SA or any of its subsidiaries.
The compensation policy for members of the Supervisory Board in respect of the 2022 financial year will be subject to approval by the General Shareholders’ Meeting of May 25, 2022 in its eighth resolution pursuant to article L. 22-10-26 (II) of the French Commercial Code.
