All new members of the Supervisory Board are informed of their obligations. A welcome and induction program for all new members of the Supervisory Board was proposed. On this occasion, personalized meetings with the Chairman of the Supervisory Board, the Management Board and the Legal and Finance Departments are proposed to familiarize the new member with the organization and its internal practices, as well as with the Groupe’s business sectors. The new member receives documentation to help accomplish his or her mission. Where appropriate, site visits may be planned with the managers of subsidiaries.
Each Board member has access, should they so wish, to additional training, including on the particularities of the Company, its business lines, industry and the Company’s corporate and social responsibility challenges.
Moreover, any Board member representing employees has, pursuant to the law, access to special training on the performance of their role and time allocated to allow them to fulfill their duties under the best possible conditions.
Pursuant to article L. 22‑10‑29 of the French Commercial Code, the Supervisory Board meeting of September 11, 2019 established, on the proposal of the Audit Committee, a procedure for assessing ordinary ongoing arm’s length agreements.
The procedure for checking the classification and evaluation applies to all new agreements as well as any subsequent amendments (in particular renewal and extension), or when there are certain indications that an agreement or a certain type of agreement no longer fully qualifies as an ordinary agreement.
The Legal Department is informed of agreements typically classified as related‑party agreements or ordinary agreements at Publicis Groupe SA by the person directly or indirectly concerned who is aware of a draft agreement and, more broadly, by any Groupe body that is aware of a draft agreement. An agreement's ordinary and arm's length classifications are considered on a case‑by‑case basis by the Legal Department with the support of the Finance, Accounting, Real Estate and Internal Control Departments with reference to the study published by Compagnie Nationale des Commissaires aux Comptes in February 2014 on related‑party and ordinary agreements. If, following analysis, it appears that the agreement cannot be classified as an ordinary arm’s length agreement, it will be subject to the procedure for assessing related‑party agreements.
Any person directly or indirectly concerned with an ordinary agreement is not involved in its evaluation.
The Audit Committee looks at existing agreements as well as the criteria allowing the classification of ordinary arm’s length agreements. It informs the Supervisory Board of the follow‑up and outcomes of this procedure in the meeting on the annual review of the agreements entered into and approved in prior financial years that are still in effect.
The Supervisory Board expresses a view on changes to the procedure it feels are necessary and on the exclusion, or inclusion, of certain agreements in the category of ordinary arm’s length agreements.
Pursuant to article L. 225‑86 of the French Commercial Code, any agreement entered into directly or through an intermediary between the Company and:
These provisions are applicable to agreements in which one of these persons is indirectly interested.
Agreements between the Company and a company are also subject to prior authorization if one of the members of the Management Board or Supervisory Board is the owner, a partner with unlimited liability, a manager, a director, a member of the Supervisory Board or, in general, an executive officer of that company.
Under the terms of article L. 225‑88 of the French Commercial Code, the person directly or indirectly interested in the agreement is required to inform the Board as soon as he/she is aware of an agreement to which article L. 225‑86 is applicable. If he/she sits on the Board, he/she may not take part in the discussions or vote on the authorization requested.
The foregoing provisions are not applicable either to agreements relating to day‑to‑day operations and entered into under normal conditions, or to agreements entered into between two companies, one of which holds, directly or indirectly, all of the share capital of the other, as the case may be, less the minimum number of shares required by law.
Pursuant to the provisions of article L. 225‑86 of the French Commercial Code, the Supervisory Board’s authorization decisions since August 1, 2014 are all justified.
No agreements were entered into or continued in application of the provisions applicable to related‑party agreements during the 2023 financial year.
