The Management Board presented its management report at the Supervisory Board meeting of February 7, 2024, as well as the annual and consolidated financial statements for the 2023 financial year. The Supervisory Board examined them, took note of the opinion of the Audit Committee on the closing of the financial statements, and had a discussion with the Statutory Auditors. After having received all the relevant and necessary information, the Supervisory Board had no comments to make.
The Specialized Committees set up within the Supervisory Board are as follows:
The detail of the operating conditions for the five Committees is indicated in Title II “Specialized Committees” in the Supervisory Board’s internal rules and regulations. This document is available for consultation on the Publicis Groupe website (www.publicisgroupe.com).
Each Committee comprises at least three members, natural persons who are members of the Supervisory Board. The Board appoints the members of the Committees.
Each member is chosen on the basis of his or her skills and expertise in the Committee’s area of work. The Board appoints a Chair for each Committee from among its members, whose role is to direct the work of the Committee and report on it to the Supervisory Board. The Committees may appoint an external expert, either temporarily or on a permanent basis, whose compensation will be determined by the Committee in question.
The five Specialized Committees assist the Supervisory Board in the performance of its duties and thus contribute to the improvement of corporate governance within the Groupe. The Committees, each in its own area of expertise, prepare the work of the Supervisory Board and issue recommendations and opinions to help the Board make decisions. The Committees may carry out or commission any studies likely to inform the deliberations of the Supervisory Board. They may be assisted by external consultants when they deem it necessary.
Committee members shall be appointed for the duration of their term of office as Supervisory Board members, and shall be eligible for reappointment under the same conditions as those laid down in article 13 of the Articles of Incorporation.
Committee members may be dismissed ad nutum at the discretion of the Supervisory Board, without any need for justification. At least half of the members of the Committees must be present for the Committees to validly deliberate. A member may not participate by proxy.
On the recommendation of the Nominating Committee, the Supervisory Board, meeting following the General Shareholders’ Meeting of May 31, 2023, maintained the composition of the Committees unchanged. The composition of the five Committees ensures a diversified and balanced representation in terms of diversity, independence, skills, experience and nationalities.
Upon decision by the Chairs of the Committees concerned, joint meetings between the Committees may be organized on topics of common interest, in particular on CSR topics. These meetings are co‑chaired by the Committee Chairs. In general, Publicis' governance promotes collaborative work between the members of the Supervisory Board. Discussions were held during the 2023 financial year to organize the work of the Committees in terms of CSR.
