Universal Registration Document 2022

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3.1.3.2 Conflicts of interest, family ties and service contracts

As of the date of preparation of this document, to the best of the Company’s knowledge, there are no family ties or potential conflicts between the private interests of the members of the Management Board and their duties towards the Company. The members of the Management Board have no family ties with the members of the Supervisory Board.

Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Management Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.2 and 3.3. Except as may be described otherwise in Section 3.3, no appointment as member of the Management Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.

3.1.3.3 No conviction for fraud

Over the last five years, to the best of the Company’s knowledge at the date of this Corporate Governance Report:

• no member of the Company’s Management Board has been convicted of fraud;
• no member of the Management Board has been involved in a bankruptcy or been subject to receivership or liquidation;
• no indictment and/or official public sanction has been pronounced against these people by statutory or regulatory authorities or professional organizations;
• no member of the Company’s Management Board has been banned by a court of law from being a member of a corporate body, Management or Supervisory Board of an issuer, nor from taking part in the management or business operations of an issuer.

3.1.3.4 Upcoming changes in the composition of the Management Board

The terms of office of the three members of the Management Board will expire on September 14, 2026.

3.1.3.5 Duties and activities of the Management Board

Duties of the Management Board

The Management Board is the body that manages the Company.

In accordance with the law and article 12 of the Company’s Articles of Incorporation, the Management Board is broadly empowered to act in all circumstances on behalf of the Company. These powers may only be exercised within the limit of the corporate purpose and subject to the powers that are by law reserved for the Supervisory Board and General Shareholders’ Meetings. As part of the exercise of its powers, the Management Board meets as often as the interests of the Company so require and at least once a month.

The Management Board is always available to provide clarifications or additional information to any member of the Supervisory Board. The Management Board informs the Supervisory Board of market developments, the competitive environment, strategy and the main challenges facing the Groupe, including in terms of CSR. When reviewing the quarterly and half-yearly financial statements of the Supervisory Board, the Management Board presents its 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 parent Company, along with future prospects, and acknowledges comments made by the Supervisory Board.

In accordance with the law, the Articles of Incorporation and the Supervisory Board’s internal rules and regulations, the Management Board must obtain the prior approval of the Supervisory Board to approve the transactions indicated in Section 3.1.2.

Activities of the Management Board in 2022

During 2022, the Management Board met 15 times, including twice through written consultation, with an overall attendance rate of its members of 97%.

Its work focused on:

• the review and approval of the 2021 consolidated and annual financial statements, the 2022 budget, the 2022 half-year financial statements and the revenue for Q1 and Q3 2022;
• the review and approval of the provisional management documents at December 31, 2021 and June 30, 2022;
• the Groupe’s financial position;
• the Groupe’s cash position and the 2023 budget;
• the proposed allocation of net income for 2022;
• the Groupe’s financial communication;
• the preparation of activity reports to the Supervisory Board;
• the Groupe’s strategy and positioning compared to its competitors;
• the performance of Groupe companies;
• the approval of financial transactions for the benefit of subsidiaries not wholly owned and of financial guarantees for the benefit of the Groupe’s subsidiaries;
• the approval of the creation of a reinsurance captive, a subsidiary of Publicis Groupe SA;
• the strategy and measures taken to deal with the impacts of the war in Ukraine and the Groupe’s withdrawal from Russia;
• the updating of the share capital and the recognition of the number of shares issued following the exercise of warrants and the delivery of free shares;
• the HR policy, key HR performance indicators, diversity and gender balance within management bodies and within the Groupe;
• the implementation and monitoring of the management of share plans;
• the resolutions to be put to the vote of the General Shareholders’ Meeting of May 25, 2022, the preparation of the Management Board’s reports on the resolutions, the stock option and free share plans and the convening of the General Shareholders’ Meeting;
• the change in the conversion ratio of the Company’s warrants (BSAs);
• the implementation of a share buyback program;
• the mapping of the Company’s risks and its social and environmental challenges;
• the impacts of the new SBTi methodology;
• the 2023 Internal Audit Plan;
• the organization of compliance within Publicis Groupe.