The compensation policy for members of the Supervisory Board includes i) the items common to all corporate officers as presented in Section 3.2.1.1, and ii) specific items submitted below.
The compensation policy for members of the Supervisory Board of Publicis Groupe S.A. aims to reward the expertise and involvement of its members, against the backdrop of their ever-increasing commitment.
The total annual amount of compensation awarded to members of the Supervisory Board is voted on by the General Shareholders’ Meeting of Publicis Groupe S.A.
As a reminder, the General Shareholders’ Meeting of May 28, 2014 set an annual budget of euro 1.2 million for the compensation of the members of the Supervisory Board. In order to bring Publicis Groupe closer to market practices, to enable it to attract personalities of international standing and to anticipate the appointment of new members and/or the increase in the number of meetings of the Supervisory Board and/or Committees (following in particular the creation of an ESG Committee as from 2021), this envelope was increased to euro 1.5 million at the General Shareholders’ Meeting on May 25, 2022.
In addition, from January 1, 2022, the compensation of the members of the Supervisory Board and committees breaks down as follows: each member of the Supervisory Board receives fixed compensation of 10,000 euros per year (increased by 7,500 euros for chairing a committee) to which is added an amount of 6,000 euros for actual attendance at a meeting of the Supervisory Board and the Committee in which he/she participates (7,500 euros per meeting for the Chairperson of a Committee) to take into account the preparatory and monitoring work that he/she is required to do.
| Board member | Committee member | Committee Chairman (additional compensation for the chaired committee) | |
|---|---|---|---|
| Annual fixed compensation | Annual fixed compensation Board member €10,000 |
Annual fixed compensation Committee member - |
Annual fixed compensation Committee Chairman (additional compensation for the chaired committee) +€7,500 |
| Compensation paid per meeting | Compensation paid per meeting Board member €6,000 |
Compensation paid per meeting Committee member €6,000 |
Compensation paid per meeting Committee Chairman (additional compensation for the chaired committee) +€1,500 |
Under this new compensation policy, each member of the Supervisory Board would receive annual fixed compensation of 10,000 euros and 6,000 euros for each Board meeting attended. A Board member who also participates in a Committee would receive 6,000 euros for each Committee meeting attended. A Board member that is also Chair of a Committee would receive fixed compensation of 10,000 euros, increased by 7,500 euros for chairing a Committee, and compensation per meeting of 6,000 euros increased by 1,500 euros for attendance at the Committee meeting he/she chairs and 6,000 euros per Board meeting or any other Committee meeting he/she attends.
For reference, 81.47% of the compensation budget authorized for members of the Supervisory Board was used for 2022.
The payment of items of compensation for a financial year takes place the following year.
According to article 17 III of the Company’s bylaws, the Supervisory Board may grant, in accordance with applicable laws, exceptional compensation for specific assignments and duties entrusted to its members.
This compensation shall be determined by the Supervisory Board by taking into account the length and complexity of the assignment after obtaining the Compensation Committee’s opinion.
For information, this option was not used in 2022.
Aside from her compensation as a member of the Supervisory Board, Élisabeth Badinter does not receive any specific compensation in respect of her position as Vice-Chairwoman of the Supervisory Board. Élisabeth Badinter does not have an employment contract with Publicis Groupe S.A. or any of its subsidiaries.
The compensation policy for members of the Supervisory Board in respect of the 2023 financial year will be subject to approval by the General Shareholders’ Meeting of May 31, 2023 in its ninth resolution pursuant to article L. 22-10-26, II of the French Commercial Code.
