Criterion 7: Status of non‑executive officer A non‑executive officer cannot be considered independent if he or she received variable compensation in cash or in the form of securities or any compensation linked to the performance of the corporation or group.
Criterion 8: Status of the major shareholder Directors representing major shareholders of the corporation or its parent company may be considered independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nominating Committee, systematically reviews the qualification as independent, taking into account the composition of the Company's capital and the existence of a potential conflict of interest.
(the criterion is considered met when it is identified by ✔ and not met when it is identified by X)
| not-applicable | Criterion 1 | Criterion 2 | Criterion 3 | Criterion 4 | Criterion 5 | Criterion 6 | Criterion 7 | Criterion 8 | Qualification applied by the Board |
|---|---|---|---|---|---|---|---|---|---|
| Maurice Lévy Chairman | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | Not independent |
| Élisabeth Badinter Vice‑Chair | ✔ | ✔ | ✔ | X | ✔ | X | ✔ | X | Not independent |
| Simon Badinter | ✔ | ✔ | ✔ | X | ✔ | X | n/a | ✔ | Not independent |
| Jean Charest | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | n/a | ✔ | Independent |
| Sophie Dulac | ✔ | ✔ | ✔ | X | ✔ | X | n/a | ✔ | Not independent |
| Thomas H. Glocer | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | n/a | ✔ | Independent |
| Marie‑Josée Kravis | ✔ | ✔ | ✔ | ✔ | ✔ | X | n/a | ✔ | Independent |
| André Kudelski | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | n/a | ✔ | Independent |
| Suzan LeVine | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | n/a | ✔ | Independent |
| Antonella Mei‑Pochtler | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | n/a | ✔ | Independent |
| Tidjane Thiam | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | n/a | ✔ | Independent |
The classification as an independent member of the Supervisory Board is reviewed annually by the Nominating Committee, which draws up a report. This report is then passed on to the Supervisory Board, which reviews the position of each member of the Supervisory Board. The Supervisory Board specifically verifies that its members have no significant business relationship either from a qualitative or quantitative perspective with Publicis Groupe.
At its meeting on March 6, 2024, the Supervisory Board, on the recommendation of the Nominating Committee, reviewed the independence of its members.
The Board analyzed in detail compliance with the third criterion recommended by the Afep‑Medef Code, relating to the absence of significant business relationships. The Supervisory Board concluded that there were no significant business relationships between Publicis and each of the members qualified as independent and the companies in which these members hold other offices or functions. This classification is the result of an analysis based on the annual statements sent by the members of the Board during the preparation of the Universal Registration Document. This analysis is supplemented by an individual review carried out by the Board according to the particular situation of the members concerned, based on a broad and multi‑criteria approach (nature, duration, importance and continuity of the business relationship, if it exists).
With regard to members with a non‑executive corporate office in Publicis Groupe client companies, the Board ruled out the material nature of the business relationship, in particular due to the lack of decision‑making power of the members concerned in the context of the establishment or maintenance of this business relationship.
More specifically, the Board examined the situation of Mr. Maurice Lévy, who meets all the independence criteria required by the Afep‑Medef Code as of June 1, 2022. However, in view of his many years of experience within the Groupe, his iconic status as a former executive of the Company, the Supervisory Board, on the recommendation of the Nominating Committee, chose to maintain his status as a non‑independent member.
