The report on corporate governance falls within the competence of the Board of Directors.
The information contained in the following developments is that mentioned in articles L. 225-37-4 and L. 22-10-8 to L. 22-10-10 of the French Commercial Code. Other information in the report, notably that mentioned in article L. 22-10-11 of the French Commercial Code, is listed in Section 3.1.7 as well as Section 10.9 of the Universal Registration Document “Crossreference table for the corporate governance report.”
This report also includes information required for the preparation of the sustainability report according to the European sustainability reporting standards. It will be identified using footnotes and presented in the cross-reference table available in Section 4.8.
Publicis Groupe SA refers to the corporate governance code for listed companies established by the AFEP and MEDEF (hereinafter the “Afep-Medef Code”) as updated in December 2022. This Code can be consulted online on the AFEP website www.afep.com, the MEDEF website www.medef.com, and the French High Committee on Corporate Governance (Haut Comité de Gouvernement d’Entreprise - HCGE ) website www.hcge.fr.
The General Shareholders’ Meeting of May 29, 2024 approved (with a rate of 94.93%) the change in the mode of governance of Publicis Groupe SA by adopting a structure with a Board of Directors instead of a structure with a Supervisory Board and Management Board. The General Shareholders’ Meeting also approved the new composition of the Board of Directors (for more information on the composition of the Board of Directors, see Section 3.1.2).
This change is the result of a long and rigorous process initiated by Mr. Maurice Lévy in the interest of the company, all stakeholders, and in particular shareholders. This change makes it possible to reconcile three major requirements: first, a controlled transition; then, continuity; and finally, effective and balanced governance.
In this context, Mr. Arthur Sadoun, former Chairman of the Management Board, was appointed as Chairman and Chief Executive Officer and Mr. Maurice Lévy, former Chairman of the Supervisory Board, was appointed as Emeritus Chairman, thus preserving the tandem formed by Mr. Arthur Sadoun and Mr. Maurice Lévy since 2017, key ingredients of the Groupe’s success.
This change was accompanied by appropriate measures to Gensure balanced governance. This is ensured by the continuity of the position of Vice-Chair of Mrs. Élisabeth Badinter, by the strengthened organization of the Board Committees to enable them to monitor the Company’s risks and strategy more closely, and by the creation of a position of Lead Director, held by Mr. André Kudelski.
For the sake of simplicity and transparency, note that Mr. Arthur Sadoun, Mr. Loris Nold (as of February 8, 2024, replacing Mr. Michel-Alain Proch) and Mrs. Anne-Gabrielle Heilbronner served as members of the Management Board until May 29, 2024. During the financial year 2024, the Management Board carried out all of its duties within the framework set by the Articles of Incorporation and the internal rules and regulations of the Supervisory Board. It met six times with an attendance rate of 100%. The Management Board’s work focused on: the consolidated and corporate financial statements for the financial year 2023, the provisional management documents for the year ended December 31, 2023, the Groupe’s financial and cash position, the 2024 budget, the Groupe’s financial communication, monitoring of share plans, the implementation of a share buyback program and acquisitions and monitoring of the Groupe’s CSR strategy. The Management Board regularly reported to the Supervisory Board on its duties and the roupe’s activities.
