3.1.1.5 Emeritus Chairman
Pursuant to the option provided for by the Company’s Articles of Incorporation and its internal rules and regulations, the Board of Directors may appoint an Emeritus Chairman who is a natural person and former Chairman of the Board of Directors or of the Supervisory Board.
On May 29, 2024, the Board of Directors, on the advice of the Nominating Committee, decided to appoint Mr. Maurice Lévy, former Chairman of the Supervisory Board, as Emeritus Chairman for an indefinite period, enabling the Company to continue to benefit from his talent, energy and experience.
Biography of the Emeritus Chairman
Mr. Maurice Lévy joined Publicis Groupe in 1971 as IT Director. In 1975, he was appointed Executive Vice-President of Publicis Conseil, the Groupe’s flagship, working his way up to his appointment as Chairman of the Management Board in 1987. He held this role for 30 years, until the General Shareholders’ Meeting of May 2017, when he was appointed as Chairman of the Supervisory Board of Publicis Groupe SA. He steered the accelerated globalization of the Groupe starting in 1996. In 2001, Publicis Groupe’s globalization picked up more steam with the acquisition of Saatchi & Saatchi, then Bcom3 (Leo Burnett, Starcom, MediaVest, etc.) in 2002. The move into the digital world began with the acquisition of Digitas (2006), followed by Razorfish (2009), and Rosetta (2011). The acquisition of Sapient in early 2015 opened new avenues for Publicis beyond its core business into marketing, omni-channel commerce and consulting.
Mr. Maurice Lévy co-founded the Institut français du Cerveau et de la Mœlle Épinière (ICM) in 2005 and today chairs the Board of Directors of numerous organizations, including the Peres Center for Peace and Innovation, and, since October 2015, the Institut Pasteur-Weizmann. He has also received numerous distinctions for his work and his fight for tolerance. He is Commandeur de la Légion d’honneur and Grand Officier de l’ordre national du Mérite.
Missions and prerogatives of the Emeritus Chairman
Pursuant to the internal rules and regulations of the Board of Directors, the Emeritus Chairman may attend the meetings of the Board of Directors in an advisory capacity only.
Mr. Maurice Lévy shares with the Board his experience, his expertise, his intimate knowledge of the Groupe and his privileged relationships with the Groupe’s key contacts in France and around the world.
In addition to his duties as Emeritus Chairman, Mr. Maurice Lévy chairs an innovation and prospective working group. This group, which is separate from the Board Committees, is composed of three Independent Directors, three members of the Executive Committee and the Secretary General of the Publicis Groupe. This is an internal think tank on topics related to innovation and strategic options for the future. It met once in 2024 to establish its composition, its working method and its initial areas of reflection. Information and documents are exchanged between meetings. The Chairman and Chief Executive Officer is informed of the work of the working group. A second meeting of this working group is scheduled for May 2025. This specific mission, entrusted to Mr. Maurice Lévy, is part of a service agreement entered into with the Company, approved by the Board of Directors.
Ethics of the Emeritus Chairman
The Emeritus Chairman is not a corporate officer. However, he is subject to the same rules of confidentiality and ethics as those applicable to Directors, including the Groupe’s Janus Code of Ethics and the rules relating to the prevention of market abuse. As such, he is subject to compliance, with the obligations to abstain from trading in Publicis Groupe SA shares during “blackout periods.”
Similarly, in the event of a conflict of interest, even a potential one, in which the Emeritus Chairman may be directly or indirectly involved, the latter must also refrain from attending or participating in the discussions concerning the corresponding deliberation, or requesting any document or information in any form whatsoever relating to the subject in question.
It is specified that Mr. Maurice Lévy is not compensated for his role as Emeritus Chairman.
3.1.1.6 Ethics of corporate officers
Groupe Code of Conduct and Ethics
The Groupe has a set of rules governing its behavior and ethics under the name “Janus.” It is applicable to all of the Groupe’s hierarchical levels and sets out the rules of conduct for operations: “The Publicis way to behave and to operate.” It is regularly updated, distributed across all internal networks and is available in seven languages.
Janus includes the rules and principles related to ethics, corporate social responsibility, compliance with regulatory and legal frameworks, governance, communication, conducting business and client relations, human resource management, protecting the Groupe’s brand names, other intellectual property rights and financial and accounting management, as well as rules governing mergers and acquisitions, investments, restructuring and purchasing policies.
The guidelines include a Code of Conduct and Ethics applying to all Groupe employees with specific rules for the main executives. The values embodied by Publicis are clearly outlined there, starting with our commitment to our clients and respect for individuals and their diversity.