Universal Registration Document 2022

Groupe Profile

3.1.2.3 Responsibilities of the Chairman of the Supervisory Board

Maurice Lévy, Chairman of the Supervisory Board, organizes the Supervisory Board’s work so that it can fulfill its role in overseeing the Management Board’s management of the Company. In 2022, he prepared, chaired and directed the discussions at seven Supervisory Board meetings. He has actively participated in the work of the committees to which he belongs. He also organized presentations for the Groupe’s executives on business-related topics and key market trends in 2022.

The Chairman of the Supervisory Board also actively assists the Management Board, though without operating responsibility, insofar as is required, by responding to requests for advice from the Management Board on all major events affecting the Company. He thus ensures a balance between the governing bodies. He maintains strong relationships with major Groupe clients, which he has built over decades, coordinates public affairs in the countries in which Publicis operates and provides the Groupe with his wealth of experience. He also provides support to Publicis Groupe in the application of key management principles and the definition and supervision of the implementation of strategies for the future. He participates in three Supervisory Board committees: Nominating Committee, Compensation Committee and Strategy and Risk Committee.

3.1.2.4 Assignments and activities of the Supervisory Board
Assignments of the Supervisory Board

The Supervisory Board has the responsibility of exercising ongoing supervisory authority over the Management Board, in the interest of all stakeholders and, in particular, of shareholders. To this end, it may carry out, at any time of the year, the checks and controls it deems appropriate and may request any documents it deems useful for the performance of its mission.

In addition, the Supervisory Board is authorized to appoint and dismiss members of the Management Board. Pursuant to the Company’s Articles of Incorporation and article 2 of its internal rules and regulations, the Supervisory Board determines, at the meeting for which the agenda includes approval of the annual financial statements for the previous financial year, the thresholds above which its prior approval is required.

In accordance with the Board’s decisions taken at its meeting of February 1, 2023 and its internal rules and regulations, the Management Board seeks the prior approval of the Supervisory Board to carry out the following transactions:

  • the acquisition or disposal of property;
  • the total or partial acquisition and disposal of equity interests exceeding 5% of the Company’s shareholders’ equity;
  • the creation of securities, as well as sureties and guarantees;
  • any loan, issue of bonds or shares exceeding 5% of the Company’s shareholders’ equity;
  • any change in the Company’s share capital, with the exception of those resulting from transactions that have already been authorized by the Supervisory Board;
  • any significant transaction outside the strategy announced by the Company.

The Supervisory Board may also decide that specific financial transactions be subject to its prior approval.