The main points examined by the Supervisory Board at its meetings during 2022 were as follows:
| Main points examined in 2022: | |
|---|---|
| Activity and results | Activity and resultsMain points examined in 2022:
The Board was regularly informed of the results and activity of Publicis Groupe and its subsidiaries. It examined the management reports of the Management Board as well as the parent Company and consolidated financial statements on a quarterly, half-yearly and annual basis as well as the management forecasts documents in accordance with the applicable regulations. The presentations relating to the activity and results were accompanied by more specific points relating to the analysis of revenue and results by sector and by region, the analysis of organic growth, a competitive watch and regular discussions on growth outlook and forecasts for the past financial year. The Board also gave its assent to the Management Board on the Commitment 2022. The Board approved the Management Board’s proposal to pay a dividend of 2.40 euros per share for the financial year 2021. The Board examined the main budgetary principles for the 2023 financial year. |
| Risk management and strategy | Risk management and strategyMain points examined in 2022:
The Board was regularly informed by the Management Board and the Strategy and Risk Committee of the impacts of the economic, technological and geopolitical context on the activity of the Publicis Groupe and its clients and of the measures put in place by the Groupe to tackle the crisis. In particular with regard to the war in Ukraine, it was informed of the means implemented to support Publicis employees in Ukraine and the Groupe’s withdrawal from Russia. The Board acknowledged the work on the update of the risk mapping, with a focus on the quantification of cybersecurity risks and strategic legal risks. The Board was informed by the Management Board of major trends in the sector and, in particular, of changes in the advertising sector, medium-term technological developments and changes in operating models. |
| Corporate governance | Corporate governanceMain points examined in 2022:
The Supervisory Board reviewed its composition and that of its committees, on the recommendation of the Nominating Committee, taking into account the objectives of gender balance and diversity within the Board in all its dimensions, as well as the balance between independent and non-independent members. In particular, it proposed the renewal of the term of office of Élisabeth Badinter to the General Shareholders’ Meeting of May 25, 2022 and the appointment of Tidjane Thiam as a new member of the Supervisory Board. The Board examined and confirmed the independence of its members for the 2022 financial year. The Board determined the limits on the powers applicable to the members of the Management Board and set the budget granted to the Management Board for sureties or guarantees in the name of the Company. It acknowledged the list of guarantees given by the Company for the commitments of its subsidiaries. The Board acknowledged the process and the very satisfactory result of the self-assessment of its members for the 2021 financial year. The Board also reviewed the composition of the Management Board. On the recommendation of the Nominating Committee, it decided to renew the terms of office of Arthur Sadoun, Chairman of the Management Board, Anne-Gabrielle Heilbronner and Michel-Alain Proch, members of the Management Board for a period of four years, i.e., until September 14, 2026. The Board noted the end on September 14, 2022 of the term of office of Steve King as member of the Management Board. On the proposal of the Chairman of the Management Board and on the recommendation of the Nominating Committee, the Supervisory Board approved the creation of a Directoire+ and its composition to expand the Groupe's management and its skills in order to prepare for the Groupe’s future. It is specified that the meetings concerning the reappointment of members of the Board and members of the Management Board were held without the presence of the members concerned. In accordance with applicable regulations, the Board assessed related-party agreements and arm’s length agreements relating to day-to-day transactions. |
| Gender balance within governing bodies | Gender balance within governing bodiesMain points examined in 2022:
Each year, the Supervisory Board devotes an agenda item to gender balance within the governing bodies. It was informed of all applicable regulations on the issue of gender balance in management bodies. A more specific point was presented on the change in the situation in terms of the Groupe’s headcount and the Executive Committees of the main countries/regions. The Management Board presented a progress report on the achievement of targets for the representation of women in key leadership positions and on the cross-functional initiatives implemented across the Groupe to reach the target of 45% by 2025. |
