3.1.1 Governance structure(1)
3.1.1.1 Methods of exercising Executive Management
Pursuant to French regulations and the Afep-Medef Code, the Board of Directors has the authority to choose between the two methods of exercising Executive Management, namely the separation or combination of the roles of Chairman of the Board of Directors and Chief Executive Officer of the Company.
On the recommendation of the Nominating Committee, the Board of Directors decided on May 29, 2024 to combine the roles of Chairman of the Board of Directors and Chief Executive Officer, and to appoint Mr. Arthur Sadoun as Chairman and Chief Executive Officer for the entire duration of his term of office as Director, i.e. until the end of the 2028 General Shareholders’ Meeting called to approve the financial statements for fiscal year ended December 31, 2027.
Combining the functions of Chairman and Chief Executive Officer is the most appropriate organizational method for Publicis Groupe’s current situation, its agility, its business sector, its geographical locations and the challenges it faces. The Board considered that unifying the roles of Chairman and Chief Executive Officer would make it possible to further improve the effectiveness of the management team, thanks to a responsive and agile governance system in its decision-making under the impetus and control of the Board of Directors, while ensuring continuity in the governance of the Groupe, which has been at the heart of Publicis’ success since its creation.
This is all the more important given that, in the Groupe’s business sector, like no other, talent is at the heart of success. A strong feature of this industry is that only a manager from the core business is legitimate and capable of taking on the leading role and succeeding in it. In addition, the success of any company is based on a long-term strategy served by long-term management teams. Publicis has only had three executives in its nearly 100 years of existence: the founder, Mr. Marcel Bleustein-Blanchet for 60 years, Mr. Maurice Lévy for 30 years and Mr. Arthur Sadoun since 2017. This continuity of leadership is a major asset that must be preserved so as not to destabilize the balance of teams and customer relations.
In accordance with the internal rules and regulations of the Board of Directors, the Nominating Committee may reassess the relevance of the choice of governance method, in particular when renewing the term of office of the Chairman and Chief Executive Officer. The Nominating Committee endeavors to formulate its proposals with a view to building a solid, sustainable and fluid governance for the Groupe, taking into consideration all measures to ensure the balance of powers within the new Board of Directors.
3.1.1.2 Chairman and Chief Executive Officer
Role of the Chairman and Chief Executive Officer
Since May 29, 2024, Mr. Arthur Sadoun has been Chairman and Chief Executive Officer of Publicis Groupe SA (for more information on the profile of Mr. Arthur Sadoun, see Section 3.1.2.3).
Given the choice to unify the functions of Chairman of the Board of Directors and Chief Executive Officer, the Chairman and Chief Executive Officer performs the duties assigned to the Chairman of the Board and assumes the Executive Management of the Company. In this respect, the provisions of the Articles of Incorporation applicable to the Chairman of the Board are also applicable to the Chief Executive Officer.
The Chairman and Chief Executive Officer has all the powers conferred by the law, the Company’s Articles of Incorporation and the internal rules and regulations of the Board of Directors.
Extract from article 11 of the Articles of Incorporation:
The Chairman shall perform the duties and exercise the powers vested in him/her by law and by the Articles of Incorporation.
He/She chairs the meetings of the Board of Directors and organises and directs its work and meetings, on which the Chairman reports to the General Shareholders’ Meeting. The Chairman shall ensure the smooth functioning of the Company's governing bodies and, in particular, the ability of the Directors to perform their duties. The Chairman chairs the General Shareholders’ Meetings and prepares the reports required by law.
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The age limit for holding the office of Chairman of the Board of Directors is seventy-five years.
In addition, as Director, the Chairman and Chief Executive Officer is fully subject to the rules intended to prevent the occurrence of conflicts of interest pursuant to the law as well as by the internal rules and regulations (the rules pursuant to the latter are described at Section 3.1.1.6).