The Supervisory Board re‑examined the position, as of December 31, 2023, of Mrs. Marie‑Josée Kravis, who completed her 12th year on the Board on June 1, 2022, with regard to the sixth criterion of the Afep‑Medef Code.
The Committee is fully aware that the purpose of this criterion is to determine whether the time spent causes the person concerned to lose his or her independence of judgment and critical spirit with regard to the Groupe’s management. However, the Committee considered that failure to comply with this criterion alone would not automatically result in the loss of independent status for any of its members, and that the position of each member should be assessed on a case‑by‑case basis, taking into account the particular circumstances of each member and the specificities of the Groupe.
In the case of Mrs. Marie‑Josée Kravis, the Committee considered that the influence of the time spent was not likely to affect her independence. The analysis carried out by the Nominating Committee takes into account her professional and personal situation. Mrs. Marie‑Josée Kravis is an American economist specializing in the analysis of public policy and strategic planning. The areas in which she works include philanthropy, art, culture and medicine, which do not interfere with her term of office within Publicis Groupe.
The Committee took care to discuss and evaluate in substance her ability to form her own opinion and to fully exercise her control over the members of the Management Board. She has demonstrated a sense of ethics and a remarkable freedom of speech recognized by her peers.
As a result, the Supervisory Board, on the recommendation of the Nominating Committee, confirmed the status of Mrs. Marie‑Josée Kravis as an independent member as of December 31, 2023.
As of December 31, 2023, the Supervisory Board comprised seven independent members out of 11 (excluding Board members representing employees in accordance with paragraph 10.3 of the Afep‑Medef Code), i.e. a proportion of 64%.
The Supervisory Board has set out strict rules on conflicts of interest in its internal rules and regulations: each member of the Supervisory Board must be able to perform his or her duties independently of the other members of the Supervisory Board and the Management Board. In addition, each member undertakes to inform the Board of any actual or potential conflict of interest as soon as they become aware of it. In the event of an occurrence of such conflict of interest, the interested member refrains from discussing, or voting on, the decision on the subject in question.
To the best of the Company’s knowledge, the only family ties between the Company’s corporate officers are those between Mrs. Élisabeth Badinter - (daughter of Mr. Marcel Bleustein‑Blanchet, founder of Publicis Groupe) - her son, Mr. Simon Badinter and her niece, Mrs. Sophie Dulac.
To the Company’s knowledge, there are no potential conflicts between the interests of the members of the Supervisory Board of the Company and their duties towards the Company.
Moreover, there is no undertaking or agreement by the Company or its subsidiaries with members of the Company’s Supervisory Board providing for benefits to be paid upon termination of their roles, nor any other agreement between the Company, its subsidiaries and these persons, other than those described in Sections 3.3 and 3.5.
Except as may be described otherwise in Section 3.5, no appointment as member of the Supervisory Board has been made pursuant to an undertaking made to a major shareholder, client or a supplier of the Company.
To the best of the Company’s knowledge, over the past five years:
The terms of office as members of the Supervisory Board of Mrs. Sophie Dulac, Mrs. Marie‑Josée Kravis, Mr. Thomas H. Glocer and Mrs. André Kudelski will expire at the end of the next General Shareholders’ Meeting on May 29, 2024.
On the recommendation of the Nominating Committee, the Supervisory Board decided to submit to the vote of the shareholders at the next Annual General Shareholders' Meeting, the renewal of the terms of office as a member of the Supervisory Board of Mrs. Sophie Dulac, Mrs. Marie‑Josée Kravis, Mr. Thomas H. Glocer and Mr. André Kudelski, only if the change of management structure to a company with a Board of Directors is not approved by the General Shareholders’ Meeting. These renewals will be proposed for a period of four years expiring at the end of the Annual Ordinary General Shareholders’ Meeting called to approve the financial statements for the 2027 financial year.
