3.1.2.4 Employee representation on the Board of Directors
The Directors representing employees are appointed by the Groupe Works Council, in accordance with the law and the Company’s Articles of Incorporation.
Given the decision of the Groupe Works Council on May 13, 2024 and the adoption of the change in governance by the General Shareholders’ Meeting of May 29, 2024, Mrs. Patricia Velay-Borrini and Mr. Pierre Pénicaud are Directors representing employees. Their term of office was renewed by the Groupe Works Council for a period of 4 years, i.e. until May 12, 2028.
The Directors representing employees sit on the Board ofDirectors in the same capacity as other members, withvoting rights. Subject to the legal provisions specific tothem, they are subject to all legal and statutory provisions, and enjoy the same rights and are subject to the same dutiesas the other Directors.
The Directors representing employees are not required to hold shares in the Company as part of their term of office(1).
3.1.2.5 Diversity policy of the Board of Directors
The quality of the Board of Directors’ composition contributes to the good governance of Publicis Groupe. The Board of Directors thus oversees the diversity of its members and complementary nature of members’ skills. It is also important for the Board that a balance exists between members who have served for many years and those appointed more recently. This allows the Board to benefit from both an in-depth knowledge of the Groupe’s history and a fresh perspective on the topics addressed.
Balanced gender representation
The Board of Directors pursues the objective of maintaining balanced gender representation on the Board, with a minimum of 40% of the underrepresented gender, pursuant to the requirements of article L. 22-10-3 of the French Commercial Code.
There has been balanced gender representation on the Board of Directors (formerly the Supervisory Board) since 2012, making Publicis Groupe SA one of the first groups to achieve gender parity on its Board.
As of December 31, 2024, the Board had 45% women(2) and 55% men(2).
The Publicis Groupe Supervisory Board was chaired by Mrs. Élisabeth Badinter for over 21 years, from April 19, 1996 to May 31, 2017. Since 2017, she has successively served as Vice-Chair of the Supervisory Board and then of the Board of Directors.
Three specialized Committees of the Board are chaired by women: Mrs. Élisabeth Badinter chairs the Nominating Committee, Mrs. Marie-Josée Kravis chairs the Strategic, Environmental and Social Committee and Mrs. Antonella Mei-Pochtler chairs the Compensation Committee(3).
International profiles
For several years now, the Board has sought out more international profiles. The Board of Directors takes care to maintain this diversity in order to enrich the discussions between the Directors but also with the Groupe’s main executives.
Thus, as of December 31, 2024, eight Directors out of eleven (excluding the Directors representing employees) were foreign nationals, i. e. 73%.
/ Nationalities represented on the Board of Directors
