Universal Registration Document 2022

2.2 Internal Control and Risk Management Procedures

2 Risks And Risk Management

2.2 Internal Control and Risk Management Procedures

2.2 INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES

2.2.1 Objectives and organization

The internal control and risk management framework is fully integrated into the operational and financial management of the Groupe. Its remit extends across all the Groupe’s activities and structures. The Groupe internal control and risk management policy, which is regularly monitored by the Audit Committee and the Strategy and Risk Committee, approved by the Management Board and applied at all levels of the Groupe, is designed to provide reasonable assurance regarding the achievement of the Groupe’s objectives in relation to:

  • the reliability of financial and non-financial information;
  • compliance with laws and regulations in force;
  • the management of strategic, operational and financial risks;
  • the efficacy and efficiency of operations, in line with the direction set by the Management Board.

The objectives of this framework, as approved by the Management Board and presented to the Audit Committee and Strategy and Risk Committee are to enable:

  • continuous monitoring aimed at identifying risks and opportunities having a potential impact on the achievement of the Groupe’s strategic, operational and financial objectives;
  • appropriate communication about risks contributing to the decision-making process;
  • regular monitoring of the effectiveness of the Groupe internal control and risk management framework.

The Groupe has set up a Secretary General office, which allows an organized and centralized monitoring of the activities that constitute the internal control system. The Secretary General is a member of the Groupe’s Management Board. This function includes the Legal Department (managed by the General Counsel), the Internal Audit, Internal Control and Risk Management Department (managed by the VP of Internal Audit, Risk & Control), the Human Resources Department (compensation and employee benefits, human resources information system management, employee-related matters and mobility) and Corporate Social Responsibility (CSR). The Secretary General attends all meetings of the Strategy and Risk Committee. The Secretary General and the VP of Internal Audit Risk & Control attend all Audit Committee meetings and have easy access to its Chair and each of its members. Similarly, the Audit Committee has direct access to the Groupe’s risk management and internal control department. Expertise that enables a broader vision of risks and action levers are thus brought together, which supports the effort to improve risk management throughout the entire organization.

The Groupe’s internal control and risk management system bases its structure on the 2013 COSO (Committee of Sponsoring Organizations of the Treadway Commission) guidelines, as well as the reference framework defined by the AMF.

2.2.2 Internal control framework

Publicis Groupe has long established a framework (called “Janus”) setting the Groupe’s values, the principles and practical rules of ethical conduct and social responsibility, as well as other practices enabling the Groupe's entities to carry out their activities in compliance with laws, regulations and best practices. The content of “Janus” is regularly updated. These guidelines are applicable and communicated to all Groupe hierarchy levels and in all business lines and countries. They are also always accessible online to all Groupe employees. It is the foundation of the Groupe’s control environment.

The procedures relating to the preparation of accounting and financial information, the information systems security and major operational processes are detailed in order to ensure consistency at all levels of the Groupe and the various networks.