The overall annual amount of compensation awarded to members of the Supervisory Board is voted on by the General Shareholders’ Meeting of Publicis Groupe SA.
As a reminder, the General Shareholders’ Meeting of May 25, 2022 set an annual budget of euro 1.5 million for the compensation of the members of the Supervisory Board.
Within the overall compensation amount approved by the General Shareholders' Meeting, each member of the Supervisory Board receives fixed compensation of euro 10,000 per year (increased by euro 7,500 for chairing a committee) plus euro 6,000 for actual attendance at a meeting of the Supervisory Board and the Committee in which he/she participates (euro 7,500 per meeting for the Chair of a committee) to take into account the preparatory and monitoring work that he/she is required to do.
| unspecified | Board member | Committee member | Committee Chairman (additional compensation for the chaired committee) |
|---|---|---|---|
| Annual fixed compensation | €10,000 | - | +€7,500 |
| Compensation paid per meeting | €6,000 | €6,000 | +€1,500 |
Under this compensation policy, each member of the Supervisory Board would receive annual fixed compensation of euro 10,000 and euro 6,000 for each Board meeting attended. A Board member who also participates in a Committee would receive euro 6,000 for each Committee meeting attended. A Board member that is also Chair of a Committee would receive fixed compensation of euro 10,000, increased by euro 7,500 for chairing a Committee, and compensation per meeting of euro 6,000 increased by euro 1,500 for attendance at the Committee meeting he/she chairs and euro 6,000 per Board meeting or any other Committee meeting he/she attends.
For reference, 80.90% of the compensation budget authorized for members of the Supervisory Board was used for 2023.
The payment of items of compensation for a financial year takes place the following year.
Pursuant to article 17 III of the Company’s Articles of Incorporation, the Supervisory Board may grant, in accordance with applicable laws, exceptional compensation for specific missions 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 mission after obtaining the Compensation Committee’s opinion.
For information, this option was not used in the 2023 financial year.
Aside from her compensation as a member of the Supervisory Board, Mrs. Élisabeth Badinter does not receive any specific compensation in respect of her position as Vice‑Chairwoman of the Supervisory Board. Mrs. Élisabeth Badinter does not have an employment contract with Publicis Groupe SA or any of its subsidiaries.
The compensation policy for members of the Supervisory Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its twelfth resolution pursuant to article L. 22‑10‑26, II of the French Commercial Code.
The compensation policy of the Chairman of the Supervisory Board is based on the same principles as all corporate officers set out in Section 3.3.1.1, the items applicable to members of the Supervisory Board presented in Section 3.3.1.2, as well as the specific items submitted below.
Pursuant to article 17 III of the Company’s Articles of Incorporation, 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, Mr. 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 Mr. 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, Mr. Maurice Lévy provides support to Publicis Groupe on a few key elements, such as the monitoring of a few large clients with which Mr. Maurice Lévy has forged links over the years, the application of major management principles, the definition and supervision of the implementation of future strategies and in particular discussions on technology, digital and data.
On March 6, 2024, the Supervisory Board, on the proposal of the Compensation Committee, proposed to maintain Mr. Maurice Lévy’s annual compensation at euro 1,300,000 per year. It should be noted that, at the beginning of his new role, his annual salary was euro 2,800,000 and, at his request, was reduced to euro 1,900,000 in 2020 and then to euro 1,300,000 in 2021. It has been maintained at this level since then.
