At the General Shareholders' Meeting on May 29, 2024, shareholders will be asked to approve a change in the Company's management structure, with the creation of a Board of Directors governed by articles L. 225‑17 to L. 225‑56 of the French Commercial Code in place of the current Management Board and Supervisory Board.
On the decision of the Board of Directors, whose members' appointment is submitted to this General Shareholders' Meeting, it is envisaged that Mr. Arthur Sadoun will be appointed Chair and Chief Executive Officer, and that Mr. Maurice Lévy will be appointed Honorary Chair so that the Company can continue to benefit from his talent, energy and experience.
This change, proposed by Mr. Maurice Lévy, will reconcile three major requirements for the Company and its stakeholders: first, that of a controlled transition; then, that of continuity; and finally, effective and balanced governance.
The proposed change in management method marks the culmination of a successful transition. Mr. Arthur Sadoun succeeded Mr. Maurice Lévy as Chairman of the Management Board in 2017, with Mr. Maurice Lévy becoming Chairman of the Supervisory Board. Since then, the Groupe has continued its successful development and accelerated its transformation under the combined leadership of Mr. Maurice Lévy and Mr. Arthur Sadoun.
The Supervisory Board's recommendation is to entrust Mr. Maurice Lévy with the role of Honorary Chairman, inviting him to take part in Board and Committee meetings and to continue to make his contribution to the Groupe under terms to be decided by the future Board of Directors.
The proposed organization enables us to maintain the partnership formed by Mr. Maurice Lévy and Mr. Arthur Sadoun, a key ingredient in the Company's success.
Lastly, this change will be accompanied by the implementation of balanced governance. Combining the functions of Chair and Chief Executive Officer seems to be the most appropriate organizational method for the Groupe’s current situation, its agility, its business sector, its geographical location and the challenges it faces.
The balance of power will be ensured by maintaining the position of Vice‑Chairman, and by strengthening the organization of Board committees to enable them to monitor company policies more closely. A Lead Director position will be set up in order to better organize dialogue with and within the Board of Directors, in particular through executive sessions, and to be able to deal with any conflicts of interest.
On the recommendation of the Nominating Committee, the Supervisory Board has decided to submit to the vote of shareholders at the General Shareholders' Meeting of May 29, 2024 the appointment of all current members of the Supervisory Board, with the exception of Mr. Maurice Lévy, who did not wish to be elected to the Board, as Directors with effect from the close of the General Shareholders' Meeting. Mr. Arthur Sadoun will also be proposed as a Director of the Company. For members representing employees, the renewal of their term of office as Director representing employees will be submitted to the Groupe Works Council.
These proposals were made in consideration of the individual profiles and skills of each employee, compared with the overall composition of the Board of Directors. They reflect the Supervisory Board's determination to maintain a diversified and balanced composition, and to perpetuate the quality of the Publicis Groupe's governance for the benefit of the Groupe's employees, shareholders and stakeholders.
The profiles of the current members of the Supervisory Board whose appointment is planned are further detailed in Section 3.1.1.1 of this Universal Registration Document. The profile of Mr. Arthur Sadoun appears in Section 3.1.3.1 of this Universal Registration Document.
