Universal Registration Document 2023

3. Governance and Compensation - AFR

3.1.2.3 Responsibilities of the Chairman and Vice‑Chair of the Supervisory Board
Responsibilities of the Chairman of the Supervisory Board

Mr. Maurice Lévy, Chairman of the Supervisory Board, organizes the Supervisory Board’s work so that it can fulfill its role in overseeing the Management Board’s management of the Company. In 2023, he prepared, chaired and directed the discussions at seven Supervisory Board meetings. He has actively participated in the work of the committees to which he belongs. He also organized presentations for the Board from the Groupe’s executives on business‑related topics and key market trends in 2023.

The Chairman of the Supervisory Board also actively assists the Management Board, though without operating responsibility, insofar as is required, by responding to requests for advice from the Management Board on all major events affecting the Company. He thus ensures a balance between the governing bodies. He maintains strong relationships with major Groupe clients, which he has built over decades, coordinates public affairs in the countries in which Publicis operates and provides the Groupe with his wealth of experience. He also provides support to Publicis Groupe in the application of key management principles and the definition and supervision of the implementation of strategies for the future. He participates in three Supervisory Board committees: Nominating Committee, Compensation Committee and Strategy and Risk Committee.

As part of shareholder dialogue, the Chairman of the Supervisory Board participates as needed in discussions with shareholders and investors. Depending on the topics discussed, the members of the Supervisory Board may be involved in these discussions. The Chairman of the Supervisory Board reports on these discussions to all members of the Supervisory Board.

Responsibilities of the Vice‑Chair of the Supervisory Board

Mrs. Élisabeth Badinter, long‑standing and important shareholder of Publicis Groupe SA, is the Vice‑Chair of the Supervisory Board.

In the absence of the Chairman of the Supervisory Board, the Vice‑Chair convenes the Supervisory Board and chairs its discussions. She also plays a key role as a guarantor of the Groupe's good governance, helping to maintain a balance between management and supervisory powers.

3.1.2.4 Supervisory Board missions and activities
Missions of the Supervisory Board

The Supervisory Board has the responsibility of exercising ongoing supervisory authority over the Management Board, in the interest of all stakeholders and, in particular, of shareholders. To this end, it may carry out, at any time of the year, the checks and controls it deems appropriate and may request any documents it deems useful for the performance of its mission.

In addition, the Supervisory Board is authorized to appoint and dismiss members of the Management Board.

The Supervisory Board ensures that there are systems to prevent and identify corruption and influence peddling and that the Management Board has implemented a non‑discrimination and diversity policy within the governing bodies. The Management Board provides it with all necessary information to this effect.

Transactions subject to prior authorization by the Supervisory Board

Pursuant to the Company’s Articles of Incorporation and article 2 of its internal rules and regulations, the Supervisory Board determines, at the meeting for which the agenda includes approval of the annual financial statements for the previous financial year, the thresholds above which its prior approval is required.

Pursuant to the Board’s decisions taken at its meeting of February 7, 2024 and its internal rules and regulations, the Management Board seeks the prior approval of the Supervisory Board to carry out the following transactions:

  • the acquisition or disposal of property;
  • the total or partial acquisition and disposal of equity investments exceeding 5% of the Company’s shareholders’ equity;
  • the creation of securities, as well as sureties and guarantees;
  • any loan, issue of bonds or shares exceeding 5% of the Company’s shareholders’ equity;
  • any change in the Company’s share capital, with the exception of those resulting from transactions that have already been authorized by the Supervisory Board;
  • any significant transaction outside the strategy announced by the Company.

The Supervisory Board may also decide that specific financial transactions be subject to its prior approval.