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Compensation of the Groupe’s corporate officers and employees |
The Board of Directors approved the requests for exemptions from the LTIP plans. The Board has delegated to the Chair and Chief Executive Officer the authority to decide on exemptions from the presence condition for the plans in action for employees (excluding executive corporate officers), in consultation with the Chair of the Compensation Committee. In view of the change in governance, the Board of Directors reviewed and approved the 2024 compensation policy for Directors and the Chair and Chief Executive Officer. It approved the request for an additional share grant under the LTI Epsilon 2024 plan. It reviewed the work on adequate wage and pay equity. The Board was informed of the compensation policy applicable to the Groupe’s main talents. |
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| Human Resources | The Board of Directors is regularly informed of the Groupe’s own workers and attrition rate and, more generally, of all the actions implemented to monitor and manage the Groupe’s talent. |
| Corporate social, environmental and climate responsibility (CSR) |
The Board was informed of the monitoring of the climate transition achievements and renewable energy consumption targets. The Board monitored the work carried out by the sustainability auditor. The Board was informed of the process and calls for tenders to propose the appointment of a new sustainability auditor to the 2025 General Shareholders’ Meeting. |
| Ethics & compliance |
The Supervisory Board was informed through its Audit Committee of whistleblowing cases processed by the Internal Audit Department or Legal Department and controls carried out under the French “Sapin 2” anti-corruption law. It noted that no case of corruption had been confirmed. The Board of Directors examined the Publicis Groupe’s anti-corruption program and the corruption risk map updated in 2024. It noted the implementation of the Groupe’s Duty of Care Plan in 2024 and the review of the duty of care risk mapping.(1) The Board took note of the most sensitive litigation and disputes. |
Pursuant to article 11.3 of the Afep-Medef Code, the Board of Directors conducts an annual self-assessment of its work, reviews the summary and draws conclusions. This assessment is carried out after the end of the financial year in question.
To carry out this assessment, each Board member responds to a questionnaire that is sent to him or her individually, in paper format or online according to his or her preference. This assessment is carried out with the support of the Secretary General and the Groupe Legal Department. The results of the assessment are summarized and reported to the Board. The individual results of this assessment may be the subject of informal meetings, in addition to an annual agenda item at a Board meeting. The results of the assessment for the 2023 and 2024 financial years are presented in this section.
For the 2023 financial year, the assessment process was carried out under the supervision of Mr. Thomas H. Glocer.
The conclusions of this assessment for the financial year 2023 were presented to the Supervisory Board on March 6, 2024. Mr. Thomas H. Glocer conducted the individual interviews with the members of the Board who so requested during the month of February 2024.
For the 2024 financial year, the assessment process was carried out under the supervision of the Lead Director. He discussed with the Chair of the Nominating Committee the actual contribution of each member, and in January 2025 arranged individual interviews with the members who so wished. The conclusions of the assessment for the financial year 2024 were presented to the Board of Directors on February 5, 2025.
This assessment aims to:
