The Board analyzed in detail compliance with the third criterion recommended by the Afep-Medef Code, relating to the absence of significant business relationships. The Supervisory Board concluded that there were no significant business relationships between Publicis and each of the members qualified as independent and the companies in which these members hold other offices or functions. This classification is the result of an analysis based on the annual statements sent by the members of the Board during the preparation of the Universal Registration Document. This analysis is supplemented by an individual review carried out by the Board according to the specific situation of the members concerned, based on a broad and multi-criterion approach. With regard to members with a non-executive corporate office in Publicis Groupe client companies, the Board ruled out the material nature of the business relationship, in particular due to the lack of decision-making power of the members concerned in the context of the establishment or maintenance of this business relationship.
More specifically, the Board examined the position of Maurice Lévy, who meets all the independence criteria required by the Afep-Medef Code as of June 1, 2022. However, in view of his many years of experience within the Groupe, his iconic status as a former executive of the Company, the Supervisory Board, on the recommendation of the Nominating Committee, chose to maintain his status as a non-independent member.
The Supervisory Board, based on the work carried out by the Nominating Committee, also examined the special position of Marie-Josée Kravis, who has completed her twelfth year on the Board on June 1, 2022, with regard to the sixth criterion of the Afep-Medef Code.
The Committee is fully aware that the purpose of this criterion is to determine whether the time spent does not cause the person concerned to lose his or her independence of judgment and critical spirit with regard to the Groupe’s management. However, the Committee considered that failure to comply with this criterion alone would not automatically result in the loss of independent status for any of its members, and that the position of each member should be assessed on a case-by-case basis, taking into account the particular circumstances of each member and the specificities of the Groupe.
In the case of Marie-Josée Kravis, the Committee considered that the influence of the time spent was not likely to affect her independence. The analysis carried out by the Nominating Committee takes into account her professional and personal situation. Marie-Josée Kravis is an American economist specializing in the analysis of public policy and strategic planning. The areas in which she works include philanthropy, art, culture and medicine, which does not interfere with her term of office within Publicis Groupe.
The Committee also took into account the duality of the governance of Publicis Groupe SA, the Supervisory Board having different prerogatives from a Board of Directors, thus being further removed from the operations and management of the Company, in practice mitigating the risk of occurrence of conflicts of interest.
The Committee took care to discuss and evaluate in substance her ability to form her own opinion and to fully exercise her control over the members of the Management Board. She has demonstrated a sense of ethics and a remarkable freedom of speech and recognized by her peers.
Consequently, the Supervisory Board, on the recommendation of the Nominating Committee, concluded that Marie-Josée Kravis retained her status as an independent member of the Board.
The Supervisory Board will have the opportunity to reassess the situation of Marie-Josée Kravis, whose term of office expires at the end of the Annual Ordinary General Shareholders’ Meeting called to approve the financial statements for the 2023 financial year.
Pursuant to these criteria, seven of the eleven members of the Supervisory Board (excluding the Board members representing employees in accordance with paragraph 10.3 of the Afep-Medef Code) were independent, i.e., 64%.
The Supervisory Board has strict internal rules on conflicts of interest: the principle is that members of the Supervisory Board must be able to exercise their role in a completely independent manner, vis-à-vis each other and vis-à-vis the Management Board, and that each member undertakes, as soon as he or she becomes aware, to inform the Supervisory Board of any conflict of interest, whether actual or potential. In the event of an occurrence of such conflict of interest, the interested member refrains from discussing, or voting on, the decision on the subject in question.
As far as the Company is aware, the only family ties between the Company’s corporate officers are those between Élisabeth Badinter – daughter of Marcel Bleustein-Blanchet, Publicis Groupe founder – her son Simon Badinter and her niece, Sophie Dulac.
To the Company’s knowledge, there are no potential conflicts between the interests of the members of the Supervisory Board of the Company and their duties towards the Company.
Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Supervisory Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.2 and 3.3.
Except as may be described otherwise in Section 3.3, no appointment as member of the Supervisory Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.
