Generally speaking, Publicis Groupe has introduced a stringent compensation policy designed to motivate employees so that they make their best contribution to the achievement of the Groupe’s strategic objectives and to ensure long‑term performance. The compensation structure is communicated to employees, shareholders and investors in a clear and transparent manner. Publicis Groupe refers to the recommendations of the Afep‑Medef Corporate Governance Code.
The compensation policy for corporate officers is based on the same principles as those applicable to employees: clarity, competitiveness (vis-à-vis competitors and in the markets in which Publicis Groupe operates), internal fairness, performance incentives and gender equality. The structure of compensation is based on the position and responsibilities within the Groupe and combines the following elements: the base salary (reflecting experience and responsibilities), the variable compensation (which remunerates performance during the year) and awards of performance shares, in particular (recognizing and encouraging the contribution to the Groupe’s medium- and long‑term performance on the basis of measurable criteria).
The compensation policy sets out the measurement methods to be applied to corporate officers to determine the extent to which they have satisfied the performance criteria specified for variable compensation and share‑based compensation. To determine the extent to which corporate officers have satisfied these performance criteria, the Supervisory Board draws on the proposals and work of the Compensation Committee, which prepares and checks, with the support in particular of the Secretary General and of the Groupe Chief Financial Officer, the performance of each officer on each of the criteria in relation to the objectives set. These checks are documented and made available to the members of the Supervisory Board.
The criteria used to distribute the annual fixed sum allocated by the General Shareholders’ Meeting to members of the Supervisory Board are set out in Section 3.3.1.2 of this document.
The principles of the compensation policy applicable to corporate officers, subject to approval by the General Shareholders’ Meeting on May 29, 2024, are also intended to apply to newly‑appointed corporate officers or those who are reappointed at the General Shareholders’ Meeting. For the latter, the Supervisory Board is nevertheless authorized to temporarily decide certain adjustments in order to take into account, in particular, their profile and their experience. The Supervisory Board will decide on the advice of the Compensation Committee to the extent strictly required by the situation and only with respect to those points of the current compensation policy that are clearly inappropriate to the situation of the newly appointed executive.
Pursuant to the decisions of the Supervisory Board, the following change will be proposed to the General Shareholders’ Meeting of May 29, 2024 concerning the compensation policy previously approved by shareholders at the last General Shareholders' Meeting on May 31, 2023:
The changes are described in Section 3.4 of this document.
The compensation policy for members of the Supervisory Board includes, on one hand, the items common to all corporate officers as presented in Section 3.3.1.1, and on the other, the specific items described below.
The compensation policy for members of the Supervisory Board of Publicis Groupe SA aims to reward the expertise and involvement of its members, against the backdrop of their ever‑increasing commitment.
