The report on corporate governance, within the competence of the Supervisory Board, includes information on the composition and functioning of management bodies, on compensation of corporate officers and on matters likely to be significant in the event of a public offer.
The information contained in the following developments is that mentioned in articles L. 225‑37‑4 and L. 22‑10‑10 of the French Commercial Code. Other information in the report, notably that mentioned in article L. 22‑10‑11 of the French Commercial Code, is listed in Section 10.8 of the Universal Registration Document “Cross‑reference table for the corporate governance report”.
Publicis Groupe SA refers to the Afep‑Medef Code as updated in December 2022. This Corporate Governance Code is available for consultation on the Afep website at www.afep.com
The Company is a French joint‑stock limited liability Company (société anonyme) with a Management Board (Directoire) and a Supervisory Board (Conseil de surveillance). The quality of its governance and compliance with the principles and rules governing its activities are central to the concerns of Publicis Groupe and the Supervisory Board.
Since 1987, the Groupe has had a dual governance system with both Management and Supervisory Boards, which was considered the best organization for Publicis Groupe. The quality of the Board’s work is ensured by the strong involvement of its members and facilitated by the role of five committees: a Compensation Committee, a Nominating Committee, a Strategy and Risk Committee, an Audit Committee and an ESG Committee (environmental, social and governance issues).
The members of the Management Board and Supervisory Board are collectively referred to as “corporate officers” in this document.
On June 1, 2017, Mr. Arthur Sadoun succeeded Mr. Maurice Lévy as Chairman of the Management Board of Publicis Groupe SA. On the same date, Mr. Maurice Lévy succeeded Mrs. Élisabeth Badinter as Chairman of the Supervisory Board. Mrs. Élisabeth Badinter was appointed Vice‑Chair of the Supervisory Board on June 1, 2017.
In the interest of the Company and to ensure its sustainability, the Supervisory Board examines and decides on the main strategic orientations. It authorizes all transactions that have an impact on the Company’s capital and financial structure. The Supervisory Board has the power to appoint and dismiss members of the Management Board and to exercise permanent control over the management of the latter.
The Management Board is the Company’s collegial decision‑making body. It is vested with the broadest powers to act in all circumstances on behalf of the Company that it represents vis-à-vis third parties. In accordance with the law, the Management Board is required to prepare a quarterly report on the Company’s business and submit it to the Supervisory Board for review. This report sets out the Groupe’s results, financial position, cash flow and human resources policy.
In the exercise of its powers, the Management Board submits to the Supervisory Board for the prior approval of the decisions that have a strategic impact on the Groupe, and in particular all decisions relating to significant transactions outside the strategy announced by the Company.
The Management Board and the Supervisory Board maintain a relationship of trust based on mutual respect for the prerogatives of each body as well as on an open and ongoing dialogue.
Mr. Arthur Sadoun, Chairman of the Management Board and Mr. Maurice Lévy, Chairman of the Supervisory Board, consult each other on the definition of the major strategic orientations and all significant events of the Company, benefiting from their respective knowledge of Publicis Groupe and its business sectors. Mr. Arthur Sadoun, regularly informs Mr. Maurice Lévy of the Company’s operations.
At the General Shareholders' Meeting on May 29, 2024, a proposal will be made to change the Company's management structure to that of a Board of Directors instead of the current dual structure with a Management Board and a Supervisory Board.
In this context, on April 17, 2024, the Supervisory Board approved the proposed changes to the Groupe's corporate governance structure and resolved to recommend the adoption of a Board of Directors structure in which Mr. Arthur Sadoun would act as Chairman and Chief Executive Officer (CEO).
The proposed new structure is described in more detail in Section 3.2 below and in the Management Board’s report.
