BOARD OF DIRECTORS from May 29 to December 31, 2024
4meetings
98%overall
attendance rate
Of the thirteen members of the Board of Directors, twelve members have an attendance rate of 100%, as shown in the attendance table presented in Section 3.1.3.2 above. Absences from meetings were all legitimate and excused.
The main points examined by the Board of Directors at its meetings during 2024 were as follows:
| Main work completed in 2024 | |
|---|---|
| Activity and results | Activity and results Main work completed in 2024 The Board of Directors was regularly informed of the results, forecasts and activity of Publicis Groupe and its subsidiaries. It approved the corporate and consolidated financial statements for the first half of 2024 as well as the terms of the management report for the first half of 2024. The presentations relating to the activity and results were accompanied by more specific points concerning the analysis of revenue and results by sector and by region, the analysis of organic growth, a competitive watch and regular discussions on growth outlook and forecasts for the past financial year. The Board was also informed of significant new contracts for the Groupe. The Board of Directors took note of the list of guarantees issued by Publicis Groupe SA. It authorized the signing of a mandate to negotiate a new RCF credit line. It acknowledged the first indications of the 2025 budget. |
| Corporate governance | Corporate governance Main work completed in 2024 The Board decided, on the recommendation of the Nominating Committee, on the combination of the functions of Chairman of the Board of Directors and Chief Executive Officer. It approved the recommendations of the Nominating Committee on the appointment of the Chairman and Chief Executive Officer, the Vice-Chair of the Board, the Lead Director, the Emeritus Chairman, the Board Secretary and the Deputy Secretary, and on the composition of the Board’s four new specialized Committees. The Board reviewed the terms and conditions of the service agreement entered into with Mr. Maurice Lévy. The Board determined the transactions subject to its prior approval and adopted its new internal rules and regulations. It approved the annual amount of the Chairman and Chief Executive Officer’s delegation in terms of sureties, endorsements and guarantees. It noted the annual review of related-party agreements and the assessment of arm’s length agreements. It acknowledged the activity report of the Lead Director. As every year, the Board devoted an agenda item to the conclusions to be drawn from the previous General Shareholders’ Meeting, and in particular considered the questions and comments from investors. |
| Risk management and strategy | Risk management and strategy Main work completed in 2024 A strategic seminar was organized in September 2024 in Chicago. The Board of Directors approved the planned acquisitions of Influential and Mars United Commerce. It was informed of the external growth strategy in the Groupe’s priority areas. The Board was informed of the Groupe’s policies on data management and its implementation within the Groupe. The Board reviewed the Groupe’s tax landscape and its main tax obligations. |
| Gender balance within governing bodies | Gender balance within governing bodies Main work completed in 2024 The Board of Directors took note of the regulatory changes on gender diversity within the Board with regard to the transposition of the “Women on Boards” Directive. |
