Patricia Velay-Borrini and Pierre Pénicaud, appointed Board members representing employees by the Groupe Works Council in accordance with the law and bylaws of the Company, have a seat on the Supervisory Board under the same conditions (and with voting rights) as other members. Subject to the applicable legislation, the Board members representing employees are subject to all legal and statutory provisions, have the same rights and are subject to the same obligations, as those applicable to other Board members.
The members of the Supervisory Board representing employees are not required to hold Company shares during their term of office.
At December 31, 2022, the Board had 45% women and 55% men. In accordance with article L. 225-79-2, II of the French Commercial Code, the Board members representing employees are not included in the calculation of the percentage.
There has been balanced gender representation on the Supervisory Board since 2012, making Publicis Groupe SA one of the first Groupes to apply gender parity to its Board.
The Publicis Groupe Supervisory Board was chaired by Élisabeth Badinter for over 21 years, from April 19, 1996 to May 31, 2017. Three Specialized Committees of the Board are chaired by women: Élisabeth Badinter chairs the Nominating Committee, Marie-Josée Kravis chairs the Strategy and Risk Committee and Suzan LeVine chairs the ESG Committee, created in 2021.
The quality of the Supervisory Board's composition contributes to the good goverance of Publicis Groupe. The Supervisory Board thus oversees the diversity and complementary nature of members’ skills.
For several years now, the Board has sought out more international profiles. Accordingly, at December 31, 2022, eight out of eleven members of the Supervisory Board were foreign nationals, i.e., 73%, (excluding the members representing employees). In addition, several other Board members have international exposure due to their activity in Groupes with a strong presence abroad or because they carry out a professional activity abroad (see presentation of Board members above).
It is also important for the Supervisory Board that a balance exists between members who have served for many years and those appointed more recently. This allows the Board to benefit from both an in-depth knowledge of the Groupe’s history and a new perspective on the topics addressed.
Its members also have a range of varied expertise in key areas for Publicis Groupe. Given the experience and commitment of each of the Board members and their membership of the Board committees, the Nominating Committee, after consulting each member of the Supervisory Board, has established the following skills matrix:
