The main points examined by the Supervisory Board at its meetings during 2023 were as follows:
| not-included | Main points examined in 2023: |
|---|---|
|
Activity and results |
The Board was regularly informed of the results and activity of Publicis Groupe and its subsidiaries. It examined the management reports of the Management Board as well as the consolidated financial statements on a quarterly, half‑yearly and annual basis, as well as the management forecasts documents, pursuant to the applicable regulations. The presentations relating to the activity and results were accompanied by more specific points relating to the analysis of revenue and results by sector and by region, the analysis of organic growth, a competitive watch and regular discussions on growth outlook and forecasts for the past financial year. The Board was also informed of significant new contracts for the Groupe. The Board examined the main budgetary principles for the 2023 financial year and gave its approval to the Management Board on the 2023 budget. The Board approved the Management Board’s proposal to pay a dividend of euro 2.90 per share for the 2022 financial year. |
| Corporate governance |
The Supervisory Board reviewed its composition and that of its committees on the recommendation of the Nominating Committee, taking into account the objectives of gender balance and diversity within the Board in all its dimensions, as well as the balance between independent and non‑independent members. In particular, it proposed to renew the terms of office on the Supervisory Board of Mrs. Suzan LeVine and Mrs. Antonella Mei‑Pochtler to the General Shareholders’ Meeting of May 31, 2023. The Board examined and confirmed the independence of its members for the 2023 financial year. The Board acknowledged the process and the very satisfactory result of the self‑assessment of its members for the 2022 financial year. The Board determined the limits on the powers applicable to the members of the Management Board and set the budget granted to the Management Board for sureties or guarantees in the name of the Company. It acknowledged the list of guarantees given by the Company for the commitments of its subsidiaries. The Board also reviewed the composition of the Management Board. On the recommendation of the Nominating Committee, it decided to appoint Mr. Loris Nold as a member of the Management Board, replacing Mr. Michel‑Alain Proch, after the financial statements for the 2023 financial year have been approved and presented, for the remainder of the latter's term. Pursuant to applicable regulations, the Board assessed related‑party agreements and arm’s length agreements relating to day‑to‑day transactions. The Board approved the recommendations of the Audit Committee on the replacement of Ernst & Young et Autres, Statutory Auditors, whose term of office expires at the 2025 General Shareholders’ Meeting for the financial statements ended December 31, 2024. The Board acknowledged all the new recommendations and best practices in corporate governance and updated its internal rules and regulations accordingly. |
