These proposals were made in consideration of the individual profiles and skills of each member, compared with the overall composition of the Supervisory Board. They reflect the desire of the Supervisory Board to maintain a diversified and balanced composition and to perpetuate the quality of the Publicis Groupe’s governance for the benefit of the Groupe’s employees, shareholders and stakeholders.
Mrs. Sophie Dulac, granddaughter of the founder of the Publicis Groupe and niece of Mrs. Élisabeth Badinter, contributes to the stability of governance by maintaining the family shareholding on the Board. She brings all her expertise in communications, the professional sector in which she practices, and in CSR matters to the Board’s ESG Committee on which she sits.
Mr. Thomas H. Glocer brings all his expertise in financial matters and new technologies. He is a very active member, present on three of the five Specialized Committees of the Board, and has been steering the Board assessment process for six years.
Mrs. Marie‑Josée Kravis brings all her expertise to the Board on issues relating to the international economic situation, particularly in the United States. She also has a very good knowledge of the functioning and governance of listed companies in France. Her skills have enhanced discussions within the Board and the Committees of which she is a member, in particular the Strategy and Risk Committee, which she chairs.
Mr. André Kudelski plays an essential role as Chair of the Compensation Committee. In this capacity, he oversaw significant work on the compensation of the Groupe’s corporate officers and employees.
The table below summarizes the changes planned for 2024 in the composition of the Supervisory Board if the change of management structure is not adopted:
| Member of the Supervisory Board | Departure | Renewal | Appointment | Nationality |
|---|---|---|---|---|
| Sophie Dulac | Sophie Dulac Departure not-included |
Sophie Dulac Renewal May 29, 2024 |
Sophie Dulac Appointment not-included |
Sophie Dulac Nationality French |
| Thomas H. Glocer | Thomas H. Glocer Departure not-included |
Thomas H. Glocer Renewal May 29, 2024 |
Thomas H. Glocer Appointment not-included |
Thomas H. Glocer Nationality American |
| Marie‑Josée Kravis | Marie‑Josée Kravis Departure not-included |
Marie‑Josée Kravis Renewal May 29, 2024 |
Marie‑Josée Kravis Appointment not-included |
Marie‑Josée Kravis Nationality American |
| André Kudelski | André Kudelski Departure not-included |
André Kudelski Renewal May 29, 2024 |
André Kudelski Appointment not-included |
André Kudelski Nationality Swiss |
Should the change to a company with a Board of Directors be approved by the General Shareholders' Meeting of May 29, 2024, the terms of office of the current members of the Supervisory Board will expire at the end of this General Shareholders' Meeting, which will have to decide on the future composition of the Board of Directors as described in Section 3.2.1 of this document.
The organization and operation of the Supervisory Board are governed by law, the Company’s Articles of Incorporation and the Supervisory Board’s internal rules and regulations.
Articles L. 225‑68 et seq. and L. 22‑10‑18 et seq. of the French Commercial Code set out the general rules governing the composition, operation and powers of the Supervisory Board.
The Company’s Articles of Incorporation, adopted by the General Shareholders’ Meeting, set out in articles 13 to 17 the specific rules applicable to the Company in terms of the composition, operation and powers of the Supervisory Board.
The Supervisory Board’s internal rules and regulations detail the statutory provisions set out in the Articles of Incorporation, in particular those relating to the practical procedures for the Board’s operation, and provide a framework for its relations with the Management Board, as well as setting out ethical rules such as those relating to the independence of its members, conflicts of interest, confidentiality and insider information.
Pursuant to the last paragraph of article 16 II of the Company’s Articles of Incorporation, the Supervisory Board has set up five Specialized Committees which prepare the Board’s work and make recommendations regarding certain decisions: a Nominating Committee, separate from the Compensation Committee, a Strategy and Risk Committee, separate from the Audit Committee, thereby going beyond the recommendations of the Afep‑Medef Code, and an ESG Committee, created in 2021, dedicated to environmental, social and corporate governance issues.
