The Company is a French joint-stock limited liability Company (société anonyme) with a Management Board (Directoire) and a Supervisory Board (Conseil de surveillance). The quality of its governance and compliance with the principles and rules governing its activities are central to the concerns of Publicis Groupe and the Supervisory Board.
Since 1987, the Groupe has had a dual governance system with both Management and Supervisory Boards, in the belief that this would ensure a better balance of powers for the benefit of all stakeholders. The quality of the Board’s work is ensured by the strong involvement of its members and facilitated by the role of five committees: a Compensation Committee, a Nominating Committee, a Strategy and Risk Committee, an Audit Committee and an ESG Committee (environmental, social and governance issues).
The members of the Management Board and Supervisory Board are collectively referred to as “corporate officers” in this document.
On June 1, 2017, Arthur Sadoun succeeded Maurice Lévy as Chairman of the Management Board of Publicis Groupe SA and on the same date Maurice Lévy succeeded Élisabeth Badinter as Chairman of the Supervisory Board. Élisabeth Badinter was appointed Vice-Chair of the Supervisory Board on June 1, 2017.
In the interest of the Company and to ensure its sustainability, the Supervisory Board examines and decides on the major strategic guidelines and authorizes all transactions that have an impact on the Company’s share capital and financial structure. The Supervisory Board has the power to appoint and dismiss the members of the Management Board and to exercise permanent control over the management of the latter.
The Management Board is the Company’s decision-making body. It is vested with the broadest powers to act in all circumstances on behalf of the Company and to represent it vis-à-vis third parties. In accordance with the law, the Management Board is required to prepare a quarterly report on the Company’s business and submit it to the Supervisory Board for review. This report sets out the Groupe’s results, financial position, cash flow and human resources policy.
In the exercise of its powers, the Management Board submits to the Supervisory Board for the prior approval of the decisions that have a strategic impact on the Groupe, and in particular all decisions relating to significant transactions outside the strategy announced by the Company.
The Management Board and the Supervisory Board maintain a relationship of trust based on mutual respect for the prerogatives of each body as well as on an open and ongoing dialogue.
Arthur Sadoun, Chairman of the Management Board, and Maurice Lévy, Chairman of the Supervisory Board, consult each other on the definition of the major strategic orientations and all significant events of the Company, benefiting from their respective knowledge of Publicis Groupe and its business sectors. Arthur Sadoun regularly informs Maurice Lévy of the Company’s operations.
The bylaws of Publicis Groupe SA provide for a Supervisory Board with between three and eighteen members. Members of the Supervisory Board are appointed by the General Shareholders’ Meeting. They serve four-year terms. The General Shareholders’ Meeting may nevertheless appoint or reappoint one or more members of the Supervisory Board for one, two or three year terms with the sole aim of staggering their terms of office.
At December 31, 2022, the Suprvisory Board had thirteen members, including two members representing employees appointed by the Groupe Works Council pursuant to article L. 225-79-2 of the French Commercial Code. Eight members are foreign nationals. It has 45% women and 55% men and 64% are independent members, with the Board members representing employees not included in the calculation of these percentages, in accordance with the law and the Afep-Medef Code.
