Mr. Arthur Sadoun, as former Chairman of the Management Board of the Company from June 1, 2017 to May 29, 2024, is not independent.
The Board analyzed in detail compliance with the third criterion recommended by the Afep-Medef Code, relating to the absence of significant business relationships.
The Board of Directors concluded that there were no significant business relationships between Publicis and each of the Directors qualified as independent and the companies in which these Directors hold other offices or functions. This classification is the result of an analysis based in particular on the annual statements sent by the Directors during the preparation of the Universal Registration Document.
This analysis is supplemented by an individual examination according to the particular situation of the Directors concerned, based on a broad and multi-criteria approach taking into account the nature and duration of the business relationship maintained by each Director concerned or the companies in which these Directors hold offices with the Company.
With regard to members holding a non-executive corporate office in Publicis Groupe client or service provider companies, the Board ruled on the situation of Mrs. Suzan LeVine, who is a member of the Advisory Committee of Syndio, a service provider to the Groupe providing a human resources tool, and Mrs. Marie-Josée Kravis, Director of LVMH Group, a Publicis client. It was considered that the independence criterion relating to the absence of significant business relationships was met for each of them due to the insignificant volume that this represents in terms of the Publicis Groupe’s revenue and the lack of decision-making power of the members concerned in the context of establishing or maintaining this business relationship, particularly due to the decentralized management of the subsidiaries’ commercial relationships.
In addition, the Committee examined the situation of Mrs. Marie-Josée Kravis, having passed her twelfth year in office 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 opinions and carry out her mission of control in relation to Executive Management. She has demonstrated a remarkable sense of ethics and freedom of speech recognized by her peers.
The Committee also took into account the exceptional situation in which the Company found itself in 2024, given the change in governance structure.
Thus, the Board of Directors, on the recommendation of the Nominating Committee, has retained Mrs. Marie-Josée Kravis as an independent Director. This assessment is due to the recent implementation of new form of governance, to maintain the Board of Directors’ balance during a limited transition period.
The Board of Directors also examined the situation of Mr. Jean Charest, who will reach his twelfth year on the Board on May 29, 2025. On the recommendation of the Nominating Committee, the Board considered that Mr. Jean Charest will be classified as a non-independent Director as of May 29, 2025.
The Nominating Committee is responsible for preparing the succession plan for corporate officers, in particular the Chairman and Chief Executive Officer, and for key positions. These succession plans are put in place to fill any vacancies and thus preserve the balance of the Groupe’s governance in the interest of all stakeholders.
Succession plans include different time horizons:
Succession plans are reviewed regularly.
Due to the adoption of the new mode of governance and the staggering of the terms of office at the General Shareholders’ Meeting of May 29, 2024, no Director’s term of office expires in 2025.
