The detail of the operating conditions for the five Committees is indicated in Title II “Specialized Committees” in the Supervisory Board’s internal rules and regulations. This document is available for consultation on the Publicis Groupe website (www.publicisgroupe.com).
Each committee comprises at least three members who must be natural persons, members of the Supervisory Board. The Board appoints the members of the committees.
Each member is chosen on the basis of his or her skills and expertise in the Committee’s area of work. The Board appoints a Chair for each Committee from among its members, whose role is to direct the work of the Committee and report on it to the Supervisory Board. The committees may appoint an external expert, either temporarily or on a permanent basis, whose compensation will be determined by the committee in question.
The five Specialized Committees assist the Supervisory Board in the performance of its duties and thus contribute to the improvement of corporate governance within the Groupe. The committees, each in its own area of expertise, prepare the work of the Supervisory Board and issue recommendations and opinions to help the Board make decisions.
Committee members shall be appointed for the duration of their tem of office as Supervisory Board members, and shall be eligible for reappointment under the same conditions as those laid down in Article 13 of the Articles of Incorporation.
Committee members may be dismissed ad nutum at the discretion of the Supervisory Board, without any need for justification. At least half of the members of the committees must be present for the committees to validly deliberate. A member may not participate by proxy.
Following the General Shareholders’ Meeting of May 25, 2022, the Board decided to review the composition of the committees, in particular with the arrival of Tidjane Thiam, according to the skills of the members, their interests, compliance with the diversity principle and the recommendations of the Afep-Medef Code. The composition of the five committees ensures a diversified and balanced representation in terms of diversity, independence, skills, experience and nationalities.
| Number of members | Number of meetings in 2022 | Percentage of independent members | Atten- dance rate | Parity rate |
|---|---|---|---|---|
|
Number of members 5 |
Number of meetings in 2022 6 |
Percentage of independent members 100% |
Atten- dance rate 90% |
Parity rate 20% Women 80% Men |
In accordance with article 17.1 of the Afep-Medef Code, the Audit Committee does not include any executive corporate officers. It is composed entirely of independent members. They all have financial and/or accounting skills due to their professional experience, described in their biographies in Section 3.1.1.1 of this document.
| Personal information | ||||||
|---|---|---|---|---|---|---|
| Age(1) | Gender | Nationality | Independent member(2) | Year(s) on the Board | Attendance | |
| Jean Charest (Chair) | 64 | M | Canadian | Yes | 9 | 100% |
| Thomas H. Glocer | 63 | M | American | Yes | 6 | 67% |
| André Kudelski | 62 | M | Swiss | Yes | 6 | 83% |
| Suzan LeVine | 53 | F | American | Yes | 3 | 100% |
| Tidjane Thiam | 60 | M | French and Ivorian | Yes | <1 | 100% |
M: Male – F: Female
Pursuant to the decision of the Supervisory Board of May 26, 2021, Jean-Michel Etienne assists the Audit Committee as a permanent expert, he brings his knowledge of Publicis Groupe and his expertise in financial and accounting matters.
It is specified that Tidjane Thiam joined the Audit Committee by decision of the Supervisory Board of May 25, 2022 following his appointment as a member of the Supervisory Board by the General Shareholders’ Meeting of May 25, 2022.
The changes in the composition of the Audit Committee in 2022 are presented hereafter:
| Member of the Audit Committee | Departure | Appointment |
|---|---|---|
|
Member of the Audit Committee
Tidjane Thiam (independent member) |
Departure
|
Appointment May 25, 2022 |
