Pursuant to applicable legal and regulatory provisions, this section sets out the compensation policy for corporate officers for the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, as well as the items of compensation for corporate officers for the 2023 financial year.
Pursuant to article L. 22‑10‑26, II of the French Commercial Code, the General Shareholders’ Meeting of May 29, 2024 will be asked to approve the compensation policy for corporate officers for the 2024 financial year. To this end, four resolutions are presented for, respectively, the Chairman of the Supervisory Board, the members of the Supervisory Board, the Chairman of the Management Board and the members of the Management Board. Pursuant to the law, the General Shareholders’ Meeting will be asked to vote on this policy at least once a year as well as whenever there is a major change to the compensation policy.
In exceptional circumstances, the Supervisory Board may derogate from the compensation policy where this is temporary, in the best interests of the Company and necessary to ensure the Company’s long‑term future and viability.
The compensation policy for corporate officers is determined by the Supervisory Board on the basis of proposals from the Compensation Committee.
The Compensation Committee plays a key role in determining the compensation policy and the individual decisions. In this regard, the Compensation Committee meets at least once a year to review the compensation policy for corporate officers, confirm the performance results for the financial and non‑financial objectives from the previous year and determine the new performance criteria and objectives for the current year. To this end, the Compensation Committee relies in particular on the elements prepared and presented by the Secretary General and also on the analyses carried out by independent compensation experts. It specifically looks at past practices in terms of the compensation of corporate officers, looks at external benchmarks as well as the terms and conditions of compensation and employment of employees and other executives within the Groupe. In addition, the Compensation Committee takes various measures to avoid or manage conflicts of interest. Chaired by an independent member and composed of 75% independent members in 2023 (see Section 3.1.2.9 “Specialized Committees of the Supervisory Board”), it ensures the application of the Supervisory Board’s internal rules, notably by asking its members to report any conflicts of interest and, if such a conflict arises, by verifying that the persons concerned abstain from participating in debate or the vote on the matter, that they do not request or communicate any information relating thereto, or that they resign from their position (see Section 3.1.1.2 “Conflicts of interest family ties and service contracts”). The resulting policy is then submitted to the Supervisory Board before being voted on by the General Shareholders’ Meeting.
This policy is adopted once the Supervisory Board has ensured that, on one hand, it is in line with the corporate interest of Publicis Groupe while ensuring that it is attractive and competitive to make it possible to attract and retain top talent, and, on the other hand, that it will contribute to the Groupe’s long‑term future, while at the same time serving the commercial strategy set out in Section 1.3.3 of this document. In this regard, the compensation policy is built on a fair balance between the items of compensation (fixed compensation, target annual variable compensation and target long‑term variable compensation, in particular using performance shares) to reflect market practices and incorporate the Groupe’s performance criteria over the medium to long term.
In this respect, the variable compensation of the members of the Management Board includes a preponderant portion of financial criteria based on targets communicated to the market. They are supplemented by criteria linked to the individual responsibilities of each employee and by criteria reflecting the Groupe’s ambitions in terms of Corporate Social Responsibility (CSR), also publicly communicated. These varied and measurable criteria are relevant, verifiable and transparent to support both short- and long‑term performance.
The performance criteria are all quantifiable, measurable, set in advance and validated by the Compensation Committee on the basis of a clear and pre‑determined scale and calculations in conformity with the resolutions adopted.
