The compensation policy of the Chairman of the Supervisory Board is based on the same principles as all corporate officers set out in Section 3.2.1.1, the items applicable to members of the Supervisory Board presented in Section 3.2.1.2, as well as the specific items submitted below.
In line with article 17 I of the Company’s bylaws, the Chairman may, aside from compensation as a member of the Supervisory Board, receive specific compensation in his role as Chairman. The amount of this compensation is determined by the Supervisory Board taking into account the tasks that are allocated to him, upon the Compensation Committee’s proposal.
The compensation awarded, if applicable, is a fixed amount and excludes variable elements, additional benefits, and share-based compensation.
As Chairman of the Board, Maurice Lévy is responsible for facilitating dialogue between the Supervisory Board and the Management Board and ensures the effective exercise of supervisory powers by the Supervisory Board. The balance and fluidity of the dialogue between the supervisory body and the management body of Publicis Groupe result, in particular, from the in-depth knowledge that Maurice Lévy has of the Groupe. It reflects the trust placed in him by both the Supervisory Board and the Management Board and makes the Groupe’s Governance exemplary.
In addition, Maurice Lévy provides support to Publicis Groupe on a few key elements such as the follow-up of a few large clients, with whom Maurice Lévy has forged links over the years, the application of major management principles, the definition and supervision of the implementation of management strategies for the future and in particular the reflections around technology, digital and data.
On March 8, 2023, the Supervisory Board, on the proposal of the Compensation Committee, proposed to maintain Maurice Lévy’s annual compensation at 1,300,000 euros. It should be noted that when he started his new duties, Maurice Lévy’s annual compensation was 2,800,000 euros and, at his request, was reduced to 1,900,000 euros in 2020 then to 1,300,000 euros in 2021. It has been maintained at this level since then.
As a reminder, the compensation policy for Maurice Lévy as Chairman of the Supervisory Board in respect of the 2022 financial year, and the vote on the items paid or awarded to Maurice Lévy in respect of the 2021 financial year, were approved (83.49% and 83.18% positive votes, respectively) by the General Shareholders’ Meeting of May 25, 2022 (seventh and twelfth resolutions) pursuant to article L. 22-10-26 II and L. 22-10-34 II of the French Commercial Code (ex-ante and ex-post votes) respectively.
Maurice Lévy does not have an employment contract with Publicis Groupe S.A. or any of its subsidiaries and does not receive any other compensation from Publicis Groupe S.A. or any of its subsidiaries.
The compensation policy for the Chairman 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 eighth resolution pursuant to article L. 22-10-26 II of the French Commercial Code.
The compensation policy for the members of the Management Board is based on the same items as those for all corporate officers set out in Section 3.2.1.1 and includes the specific items submitted below.
In accordance with article 10 IV of the Company’s bylaws, compensation for the Chairman and members of the Management Board is set by the Supervisory Board and reviewed on the recommendation of the Compensation Committee. For members of the Management Board other than the Chairman, the Chairman of the Management Board shall make proposals to the Compensation Committee.
The compensation policy of Publicis Groupe’s Management Board aims to align the interests of the Groupe’s executives with those of the Company and its shareholders by establishing a strong link between performance and compensation. Within this context, its essential purpose is to encourage the achievement of ambitious objectives and create value on a long-term basis, by setting stringent performance criteria.
In order to do so, the compensation structure of the Publicis Groupe executives is based on fixed compensation and on annual and multi-year variable compensation directly linked to their individual performance as well as their contribution to Groupe performance.
Furthermore, it is based on an analysis (using the services of external consultants where necessary) of market trends observed in France and abroad, both in comparable major French companies in general and, more specifically, in the companies competing with Publicis Groupe both in terms of business and talent in the United Kingdom and the United States.
The main competitors of Publicis Groupe are indeed American and British companies and the United States and the United Kingdom are respectively the first (60%) and second (9%) markets of Publicis Groupe.
This compensation policy is based on the following objectives:
