The organization and operation of the Supervisory Board are governed by law, the Company’s Articles of Incorporation and the Supervisory Board’s internal rules and regulations.
Legal provisions
Articles L. 225-68 et seq. and L. 22-10-18 et seq. of the French Commercial Code set out the general rules governing the composition, operation and powers of the Supervisory Board.
Company Articles of Incorporation
The Company’s Articles of Incorporation, adopted by the General Shareholders’ Meeting, set out in articles 13 to 17 the specific rules applicable to the Company in terms of the composition, operation and powers of the Supervisory Board.
Internal rules and regulations of the Supervisory Board
The Supervisory Board’s internal rules and regulations detail the statutory provisions set out in the Articles of Incorporation, in particular those relating to the practical procedures for the Board’s operation, and provide a framework for its relations with the Management Board, as well as setting out ethical rules such as those relating to the independence of its members, conflicts of interest, confidentiality and insider information.
Pursuant to the last paragraph of article 16 II of the Company’s Articles of Incorporation, the Supervisory Board has set up five Specialized Committees, which prepare the Board’s work and make recommendations regarding certain decisions: a Nominating Committee, separate from the Compensation Committee, a Strategy and Risk Committee, separate from the Audit Committee, thereby going beyond the recommendations of the Afep-Medef Code, and an ESG Committee, created in 2021, dedicated to environmental, social and corporate governance issues.
These internal rules and regulations are regularly reviewed to adapt to legislative and regulatory changes and to take into account the recommendations of the AMF and the Afep-Medef Code. They were updated at the Board meeting of September 13, 2021 when Title II,dedicated to the operation and missions of the specialized committees, was amended.
The full text of the Supervisory Board’s internal rules and regulations is available with each update on the Publicis Groupe website. The current version is available at the following address:
The Supervisory Board meets as often as is necessary and its meetings are called by the Chair or, in his absence, the Vice-Chair, with a minimum of four meetings per year, one of which is to approve the annual financial statements. The meetings are held in French. Simultaneous interpretation into English is available. In order to facilitate participation by members, particularly those who live overseas, the Supervisory Board has included provisions in its internal rules and regulations to allow members to participate in Supervisory Board meetings by video-conference or other mode of telecommunication in accordance with the law and regulations in force. Prior to meetings, the Management Board provides the members of the Supervisory Board with the documents and information needed for the performance of their duties. The documents required to examine the items on the agenda are sent to members of the Supervisory Board a few days in advance.
When reviewing the quarterly and half-yearly financial statements, the Supervisory Board reviews the Management Board’s management report on the Groupe’s activities, key figures, the macroeconomic environment, the Groupe’s CSR policy, corporate acquisitions and disposals, the financial position and results of the Groupe and of the Company, along with future prospects, and provides its comments.
The Supervisory Board ensures that there are systems to prevent and identify corruption and influence peddling and that the Management Board has implemented a non-discrimination and diversity policy within the governing bodies. The Management Board provides it with all necessary information to this effect.
Outside of Supervisory Board meetings, the Management Board provides the Supervisory Board with all relevant information concerning the Company and the Groupe if the importance or urgency of the information so requires.
The Supervisory Board may invite the members of the Management Board to its meetings. In any event, deliberations on the compensation of the members and the Chairman of the Management Board take place without their presence. Meetings may be organized, at the initiative of the Chairman of the Board and, where applicable, at the request of the members of the Supervisory Board, with Groupe executives, in particular to review the strategic action plans put in place.
To prevent insider trading, the Management Board established rules regulating the conduct of the Groupe’s insiders, defining the periods in which trading in Company shares is permitted, which also applies to members of the Supervisory Board.
The Supervisory Board met seven times in 2022. It also took a decision by written consultation, on May 9, 2022.
