Within the framework of the “comply or explain” rule specified in article L. 22‑10‑10 4° of the French Commercial Code and referred to in article 28.1 of the Afep‑Medef Code, the Company considers that its practices comply with the recommendations of the Afep‑Medef Code. However, certain provisions were set aside for the reasons explained hereafter:
| Recommendations of the Afep‑Medef Code | Position |
|---|---|
Recommendations of the Afep‑Medef Code Article 10.5.6 – independence criteria“Not to have been a director of theCorporation for more than 12 years.” |
Position The Supervisory Board, re‑examined the position as of December 31, 2023 of Mrs. Marie‑Josée Kravis, who completed her 12th year on the Board on June 1, 2022, with regard to the sixth criterion of the Afep‑Medef Code. The Committee is fully aware that the purpose of this criterion is to determine whether the time spent causes the person concerned to lose his or her independence of judgment and critical spirit with regard to the Groupe’s management. However, the Committee considered that failure to comply with this criterion alone would not automatically result in the loss of independent status for any of its members, and that the position of each member should be assessed on a case‑by‑case basis, taking into account the particular circumstances of each member and the specificities of the Groupe. In the case of Mrs. Marie‑Josée Kravis, the Committee considered that the influence of the time spent was not likely to affect her independence. The analysis carried out by the Nominating Committee takes into account her professional and personal situation. Mrs. Marie‑Josée Kravis is an American economist specializing in the analysis of public policy and strategic planning. The areas in which she works include philanthropy, art, culture and medicine, which do not interfere with her term of office within Publicis Groupe. The Committee took care to discuss and evaluate in substance her ability to form her own opinion and to fully exercise her control over the members of the Management Board. She has demonstrated a sense of ethics and a remarkable freedom of speech recognized by her peers. As a result, the Supervisory Board, on the recommendation of the Nominating Committee, confirmed the status of Mrs. Marie‑Josée Kravis as an independent member as of December 31, 2023. |
Recommendations of the Afep‑Medef Code Article 27.2 – Annual information (information on ratios) “Corporations which have no or not many employees in relation to the global workforce in France must take into account a more significant perimeter in relation to the wage bill or the workforce in France of the corporations over which they have exclusive control within the meaning of article L. 233‑16 II of the French Commercial Code.” |
Position As Publicis Groupe SA has a single employee, it has decided to publish the ratios as provided for in 6° of article L. 22‑10‑9 of the French Commercial Code on a scope representative of the Groupe’s business in France, to which have been added the workforce of all Groupe companies in the United States and the United Kingdom. This scope is a more valid financial comparison insofar as it represents the bulk of the Groupe’s revenues (74%) and of its payroll (72%), the remainder being spread across other countries worldwide. This scope was preferred to a scope limited to France, which only represents 6% of Groupe revenues and Groupe payroll and is not representative of Groupe operations (see Section 3.3.2.8 of this Universal Registration Document). It should be noted that the ratios at Publicis Groupe SA level are also indicated pursuant to the law (see Section 3.3.2.8 “Scope” of this Universal Registration Document). |
