The organization and operation of the Board of Directors are governed by the law, the Company’s Articles of Incorporation and the Board of Directors’ internal rules and regulations.
Legal provisions
Articles L. 225-17 et seq. and L. 22-10-3 et seq. of the French Commercial Code set out the general rules governing the composition, operation and powers of the Board of Directors.
Company’s Articles of Incorporation
The Company’s Articles of Incorporation, adopted by the General Shareholders’ Meeting, set out in articles 10 to 15 the specific rules applicable to the Company in terms of the composition, operation and powers of the Board of Directors.
Internal rules and regulations of the Board of Directors
The Board of Directors’ internal rules and regulations detail the statutory provisions set out in the Articles of Incorporation, in particular those relating to the practical procedures for the Board’s operation, and provide a framework for its relations with the Chief Executive Officer, as well as setting out ethical rules such as those relating to the independence of its members, conflicts of interest, confidentiality and insider information.
Pursuant to article 13 III of the Company’s Articles of Incorporation, the Board of Directors has set up four specialized Committees, which prepare the Board’s work and recommend certain decisions: an Audit and Financial Risks Committee, a Nominating Committee, a Compensation Committee and a Strategic, Environmental and Social Committee.
These internal rules and regulations are regularly reviewed to adapt to legislative and regulatory changes and to take into account the recommendations of the AMF and the Afep-Medef Code. In this sense, it was updated at the Board meeting of July 17, 2024.
The full text of the Board of Directors’ internal rules and regulations is available with each update on the Publicis Groupe website. The current version is available at the following address: https://www.publicisgroupe.com/en/investors/investors- analysts/regulatory-information
Pursuant to article 5 of the internal rules and regulations of the Board of Directors, the Board meets as many times as necessary when convened by the Chairman or, in his absence, by the Vice-Chair, with a minimum of five meetings per year. Exceptionally, given the change in governance in May 2024, the Board of Directors met four times, it being recalled that the Supervisory Board met three times between January 1 and May 29, 2024. The meetings are held in French. Simultaneous translation into English is available to members who so wish.
In order to facilitate participation by members, particularly those who live abroad, the Board of Directors has included provisions in its internal rules and regulations to allow members to participate in meetings by video-conference or other mode of telecommunication, in accordance with the law and regulations in force. Prior to meetings, the Board Secretary provides the members of the Board of Directors with the documents and information needed for the performance of their duties. The documents required to examine the items on the agenda are sent to Directors a few days in advance.
At the request of the Chairman of the Board of Directors, the Groupe’s main executives, in particular the Groupe’s Chief Financial Officer and Secretary General, may be invited.
The Statutory Auditors are interviewed during meetings to close the financial statements. The Sustainability Auditor also attends the meeting at which the terms of the draft sustainability report are agreed.
Outside of Board of Directors’ meetings, Executive Management provides the Board with all relevant information concerning the Company and the Groupe, if the importance or urgency of the information so requires.
Meetings may be organized at the initiative of the Chairman of the Board and, as the case may be, at the request of the Directors, with Groupe executives, in particular to examine specific strategic or operational points.
