| Main points examined in 2022: | |
|---|---|
| Compensation of corporate officers and Groupe employees | Compensation of corporate officers and Groupe employeesMain points examined in 2022:
The Supervisory Board, on the recommendation of the Compensation Committee, examined and approved the components of the compensation of the Chairman of the Management Board, the members of the Management Board, the Chairman of the Supervisory Board and the members of the Supervisory Board for the 2021 financial year. as well as the compensation policy applicable to them for the 2022 financial year. The Board sets the compensation package for Board members submitted for approval to the General Shareholders’ Meeting of May 25, 2022 at the same time as it decided the method for allocating this package and the compensation policy applicable to the members of the Supervisory Board in respect of financial year 2022. It is specified that the discussions and votes on the compensation of the Chairman of the Management Board, the members of the Management Board and the Chairman of the Supervisory Board took place without the presence of the members concerned. The Board approved the performance conditions of the LTIP 2019-2021 plan and the number of shares to be delivered in June 2022 to the members of the Management Board. The Board, on the recommendation of the Compensation Committee, approved the Management Board’s proposal to increase the variable compensation package of the Groupe’s employees concerned and to pay an exceptional bonus to employees, who do not normally receive a bonus, in recognition of the loyalty of employees and the performance delivered during the health crisis. The Board was informed of the compensation strategy applicable to the Groupe’s talent and worked on the question of employee shareholding. It examined the budget assumptions for the LTIP share plans for 2023. |
| Human Resources | Human ResourcesMain points examined in 2022:
The Supervisory Board is regularly informed of the Groupe’s workforce and attrition rate and, more generally, of all the actions implemented to monitor and manage the Groupe’s talent. In 2022, a specific presentation on talent management was offered to it in order to focus on the talent experience, present priorities (training, performance and well-being) and the challenges in terms of human resources. |
| Corporate social responsibility | Corporate social responsibilityMain points examined in 2022:
The Board was informed of important points in terms of corporate social responsibility by the various reports of the ESG Committee. The Board acknowledged the Publicis Groupe’s CSR performance indicators and environmental policy and, more specifically, an ongoing specific analysis on climate risk in order to identify the risks and potential impacts for the Groupe, employees, offices and business continuity. It examined the advisability of presenting a “say on climate” resolution to its shareholders. The Board was informed of the validation by STBi of the Groupe’s impact reduction trajectory. The Board was informed of the efforts made by the Groupe in the context of the energy crisis. The Board noted the launch of P.R.I.S.M.S (Publicis Groupe Program for Responsible, Inclusive and Sustainable Marketing Standards) as part of a responsible and ethical marketing approach. Arthur Sadoun presented the #WorkingWithCancer initiative and the set of commitments made for employees suffering from cancer or another chronic disease to support them. |
| General Shareholders’ Meeting of May 25, 2022 | General Shareholders’ Meeting of May 25, 2022Main points examined in 2022:
The Supervisory Board reviewed and approved the agenda and the draft resolutions submitted to the vote of the General Shareholders’ Meeting of May 25, 2022. It reviewed the various reports and approved the corporate governance report. As every year, the Board devoted an item to the agenda on the conclusions to be drawn from the previous General Shareholders’ Meeting and in particular considered the questions and comments from investors. |
| Ethics & compliance | Ethics & complianceMain points examined in 2022:
The Supervisory Board was informed through its Audit Committee of whistleblowing cases processed by the Internal Audit Department and controls carried out under the French “Sapin 2” anti-corruption law. It noted that no case of corruption had been confirmed. The Board monitored the most sensitive litigation and disputes. The Board was informed of the implementation of the Publicis Groupe’s anti-corruption program. |
| Operational presentations | Operational presentationsMain points examined in 2022:
The Supervisory Board benefited from three presentations:
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