Any new Director is informed of his or her obligations. A welcome and induction program for any new Director is proposed. On this occasion, personalized meetings with the Chairman and Chief Executive Officer and the Legal and Finance Departments are proposed to familiarize the new member with the organization and its internal practices, as well as with the Groupe’s business sectors. The new member receives documentation to help accomplish his or her mission. Where appropriate, site visits may be planned with the managers of subsidiaries.
Each Director has access, should they so wish, to additional training, including on the particularities of the Company, its business lines, industry and the Company’s corporate and social responsibility challenges.
Moreover, any Director representing employees has, pursuant to the law, access to special training on the performance of their role and time allocated to allow them to fulfill their duties under the best possible conditions.
During the financial year 2024, the Directors benefited from various presentations with around 50 representatives of the operational teams mainly based in Chicago. These presentations focused on five different topics: Publicis Groupe in the United States, Publicis Media, Epsilon, Publicis Sapient and the reinvention of the creative model with Le Truc.
In addition, the Board of Directors, with the support of the Nominating Committee and the Secretary General, approved a training program which was rolled out in early 2025, taking into consideration the Groupe’s challenges.
A training course on governance was thus organized in January 2025 with the help of a leading external law firm and with the participation of eight Directors, including five independent Directors. This training covered several topics: key topics for the Board and interactions with proxy advisors, discussions around ESG issues, as well as activism overall. A climate training session is planned for the first half of 2025(1).
In accordance with Article L. 22-10-12 of the French Commercial Code, the Board of Directors issued an opinion on the procedure for assessing agreements entered into by the Company in respect of ordinary transactions carried out under normal conditions, previously implemented by the Supervisory Board on September 11, 2019.
The Board of Directors, on the recommendation of the Audit and Financial Risks Committee, considered that this procedure remained valid with the new governance structure.
The procedure for checking the classification and evaluation applies to all new agreements as well as any subsequent amendments (in particular renewal and extension), or when there are certain indications that an agreement or a certain type of agreement no longer fully qualifies as an ordinary agreement.
The Legal Department is informed of agreements typically classified as related-party agreements or ordinary agreements at Publicis Groupe SA by the person directly or indirectly concerned and more broadly by any Groupe body that is aware of a draft agreement.
An agreement’s ordinary and arm’s length classifications are considered on a case-by-case basis by the Legal Department with the support of the Finance, Accounting, Real Estate and Internal Control Departments with reference to the study published by Compagnie Nationale des Commissaires aux Comptes in February 2014 on related-party and ordinary agreements. If, following analysis, it appears that the agreement cannot be classified as an ordinary arm’s length agreement, it will be subject to the procedure for assessing related-party agreements.
Any person directly or indirectly concerned with an ordinary agreement is not involved in its evaluation.
The Audit and Financial Risks Committee looks at existing agreements as well as the criteria allowing the classification of ordinary arm’s length agreements. It informs the Board of Directors of the follow-up and outcomes of this procedure in the meeting on the annual review of the agreements entered into and approved in prior financial years that are still in effect.
The Board of Directors expresses a view on changes to the procedure it feels are necessary and on the exclusion, or inclusion, of certain agreements in the category of ordinary arm’s length agreements.
Pursuant to article L. 225-38 of the French Commercial Code, any agreement entered into directly or through an intermediary between the Company and:
must be subject to the prior authorization of the Board of Directors.
