The topics addressed during this assessment of the Board and its Committees are as follows:
More specifically, the assessment of the Board and its Committees for the financial year 2024 included a section on the change in the governance structure implemented in May 2024.
Responses were examined in detail and compared with the responses given by the same member the previous year. The general finding is very positive, with a very satisfying overall average over the last two financial years.
The assessment carried out for the financial year 2023 showed that the members of the Supervisory Board have a clear understanding of their roles and responsibilities within the Board, as well as of the activities of the Publicis Groupe.
Operational presentations made prior to Board meetings are highly valued.
Fluid communication is observed by the members between each meeting, in a positive and constructive atmosphere. The members of the Board are very satisfied with the good level of information during the meetings of the Board, and also between each meeting.
The members are also satisfied with the operation and the quality of the work carried out within the Committees, as well as the reports made to the Board. The work and non-financial information sent to the Committees were appreciated.
The Directors were very satisfied with the level of information received to prepare for the change in the Company’s governance method and the way in which the subject was dealt with by the Board.
The Directors considered that they had benefited from a very good level of information on the Groupe’s main challenges in 2024. The format of the strategic seminar held in Chicago in September 2024, as well as the presentations made, were very much appreciated.
With regard to the functioning of the Board, the Directors considered that the Board has sufficient information and resources to react in the event of a crisis.
Directors are satisfied with the interactions between Board members and with Executive Management.
As in previous years, the functioning and quality of the work carried out by the Committees were satisfactory.
The members of the Board wished to strengthen collaboration between the Committees, in terms of CSR and allow even more time to deal more in depth with strategic topics.
In addition, members were not in favor of adding new committees.
As part of the change in governance, the Nominating Committee recommended combining the ESG Committee and the Strategy and Risk Committee, thus reducing the number of Board Committees from five to four.
With regard to collaboration between the Committees, detailed work programs were prepared in 2024 in order to target the topics that could be dealt with collaboratively between the Committees, in particular on CSR, strategic and cybersecurity topics. Members of the Audit and Financial Risks Committee were invited in 2025 to a meeting of the Strategic, Environmental and Social Committee.
The members of the Board wished to further increase the frequency and duration of interactions with operational management over a broader scope in the organization.
In addition to the information already received on the acquisitions planned by the Groupe, the members of the Board wished to be informed more frequently about any investment opportunities.
As part of the discussions on the composition of the Board, some members suggested adding a member with more of a tech background.
The Board’s work program for 2025 includes several presentations by the Groupe’s main operational managers, with time for discussion with the Directors. More informal meetings with operational management are also planned. Since the beginning of 2025, the Directors have been able to meet and discuss, in particular with the Chief IT Security Officer and the Groupe Director of Insurance.
