The compensation policy for Michel-Alain Proch as a member of the Management Board for the 2023 financial year will be submitted for approval to the General Shareholders’ Meeting of May 31, 2023 in its eleventh resolution pursuant to II of article L. 22-10-26 of the French Commercial Code.
In accordance with article L. 22-10-34, I of the French Commercial Code, the General Shareholders’ Meeting deliberates on the disclosures mentioned in article L. 22-10-9 I of the French Commercial Code. The General Shareholders’ Meeting of May 31, 2023 will thus be asked to vote on these disclosures in a resolution referenced below.
Should the General Shareholders’ Meeting of May 31, 2023 not approve said resolution, the Supervisory Board will be required to submit a revised compensation policy, taking into account the shareholders’ vote, for approval at the next General Shareholders’ Meeting.
The disclosures mentioned in article L. 22-10-9, I of the French Commercial Code on the compensation of corporate officers in respect of the 2022 financial year will be subject to the approval of the General Shareholders’ Meeting of May 31, 2023 in its twelfth resolution.
The total compensation including all benefits of any kind awarded or paid during the financial year ended December 31, 2022 to each member of the Supervisory Board, both by the Company and by the companies controlled by the Company as defined by article L. 233-16 of the French Commercial Code, is indicated hereafter.
Since 2022, the compensation of the members of the Supervisory Board in respect of their term of office (former attendance fees) consists of the fixed annual compensation of the members of the Supervisory Board plus compensation for each meeting attended of the Supervisory Board and the Committee on which they participate, with the exception of the compensation paid to the Chairman (see Section 3.2.2.2), and the exception of the salaries paid by a Groupe subsidiary to Pierre Pénicaud and Patricia Velay-Borrini in respect of their salaried positions in 2022 (see Table 3). Where applicable, the amount of compensation paid to the Chairman and that related solely to his status as a member of the Supervisory Board included in the total compensation is reported. Total compensation is expressed in euros. The amounts indicated are gross amounts before deductions of taxes or social charges.
The items of compensation paid or awarded in respect of the 2021 financial year were approved by the previous General Shareholders’ Meeting in its eleventh resolution. It is specified that the compensation of the members of the Supervisory Board paid or awarded in respect of the 2022 financial year complies with the compensation policy set out in Section 3.2.1.2 of the Publicis Groupe S.A. 2021 Universal Registration Document as widely approved by the General Shareholders’ Meeting of May 25, 2022 in its eighth resolution pursuant to article L. 22-10-26 of the French Commercial Code. The members of the Supervisory Board received fixed compensation of 10,000 euros per year (increased by 7,500 euros for those who chaired a committee), increased by 6,000 euros for Board meeting and committee meeting they attended (7,500 euros per meeting for the Chairman of the Committee). At their request, Patricia Velay-Borrini and Pierre Pénicaud receive fixed compensation of 5,000 euros increased by 3,000 euros for each meeting of the Supervisory Board and each Committee in which they participate and the Company has decided to allocate an equivalent amount to charitable work.
In accordance with article L. 22-10-34, II of the French Commercial Code, the General Shareholders’ Meeting must vote on the fixed, variable and extraordinary items of total compensation and benefits of any kind paid during the past financial year or awarded for that financial year to the Chairman of the Supervisory Board.
The General Shareholders’ Meeting of May 31, 2023 will thus be asked to vote on the items of compensation paid or awarded in respect of the 2022 financial year to Maurice Lévy, Chairman of the Supervisory Board, as set out below. These elements comply with the compensation policy for the Chairman of the Supervisory Board for the 2022 financial year presented in Section 3.2.1.3 of the Publicis Groupe S.A. 2021 Universal Registration Document as approved (83.49% positive votes) by the General Shareholders’ Meeting of May 25, 2022 in its seventh resolution.
It is worth noting that components of compensation paid as from June 1, 2019 to the Chairman of the Board reflect his decision to waive one-third of his previous compensation, then his decision to reduce it to 1,300,000 euros as of 2021.
It should be noted that the variable and extraordinary items of compensation are subject to the approval of the General Shareholders’ Meeting in accordance with the provisions of article L. 22-10-34, II paragraph 2 of the French Commercial Code.
Items within the total compensation and benefits of any kind paid during the past financial year or awarded with respect to the same financial year to Maurice Lévy, Chairman of the Supervisory Board, are subject to the approval of the General Shareholders’ Meeting of May 31, 2023 in its thirteenth resolution pursuant to article L. 22-10-34, II of the French Commercial Code.
