Universal Registration Document 2023

3. Governance and Compensation - AFR

not-included Main points examined in 2023:

Corporate social, environmental and climate responsibility (CSR)

The Board was informed of important CSR issues by its ESG Committee and the Management Board. It reviewed the CSR risk mapping and discussed the related risks and opportunities. It was informed of the relevant policies, action plans and indicators implemented at Groupe locally for each of the risks identified.

The Board monitored changes in the Publicis Groupe’s CSR ratings.

The Board reviewed the main pillars of the Groupe’s CSR strategy (diversity & inclusion, responsible marketing and business ethics, fight against climate change). In particular, the Management Board presented actions to the Board aimed at helping reduce carbon emissions. The Board examined the advisability of presenting a “say on climate” resolution to its shareholders.

The Board was informed of the stages of deployment of the #WorkingWithCancer initiative as well as the actions carried out within and outside the Groupe.

The Board acknowledged the conclusions of the audit by the independent third party of the Groupe’s Declaration of Non‑Financial Performance.

The Board and its Committees have initiated a process of reflection on collaboration between the various Committees related to CSR considerations.

The Board was informed of regulatory changes, and more specifically of the provisions of the Corporate Sustainability Reporting Directive. In this context, it reviewed the Audit Committee’s proposals for the appointment of a sustainability auditor.

General Shareholders’ Meeting of May 31, 2023

The Supervisory Board reviewed and approved the agenda and the draft resolutions submitted to the vote of the General Shareholders’ Meeting of May 31, 2023. It reviewed the various reports and approved the corporate governance report.

As every year, the Board devoted an agenda item to the conclusions to be drawn from the previous General Shareholders’ Meeting, and in particular considered the questions and comments from investors.

Ethics & compliance

The Supervisory Board was informed through its Audit Committee of whistleblowing cases processed by the Internal Audit Department or Legal Department and controls carried out under the French “Sapin 2” anti‑corruption law. It noted that no case of corruption had been confirmed.

The Board monitored the most sensitive disputes and litigation, in particular the discussions between Publicis Health and an Executive Committee representing the US states.

The Board was informed of the implementation of the Publicis Groupe’s anti‑corruption program. The Board acknowledged the monitoring of the Duty of Care Plan implementation within the Groupe.

Operational presentations

The Supervisory Board benefited from several presentations by external and internal stakeholders, including:

  • a presentation on artificial intelligence and its challenges by Mr. Antoine Bordes, Vice‑President of Artificial Intelligence at Helsing;
  • a presentation on the Groupe’s strategy and results of mergers and acquisitions over the last ten years by Mr. Stéphane Estryn, Groupe Head of Mergers and Acquisitions;
  • a presentation on the strategic issues and the business model in the United Kingdom by the local teams on the occasion of the Supervisory Board meeting in London in September 2023;
  • a presentation on the work of the Groupe’s agencies in the field of artificial intelligence by Mr. Nigel Vaz, CEO of Publicis Sapient.