Missions
The missions of the Nominating Committee are detailed in article 9 of the Board of Directors’ internal rules and regulations and are established pursuant to the provisions of article 18.2 of the Afep-Medef Code.
The Nominating Committee deals with all issues relating to the composition of the Board of Directors and Executive Management.
The Chairman and Chief Executive Officer is involved in the work of the Nominating Committee as necessary.
/ Summary of the Committee’s main missions
Composition of the Board and Committees
- make any appropriate observations on the composition of the Board and Committees
- propose to the Board the appointment of the Chair of the Board and the Chief Executive Officer(s)
- review the independence of the Directors
- propose to the Board a procedure for selecting future Directors
- propose to the Board, where applicable, a process for the selection of Deputy Chief Executive Officers
Training/skills
- reflect on the Board’s skills needs, including CSR skills
- develop a skills matrix for Directors
Succession plan
- review the relevance of the governance method
- prepare a succession plan for executive corporate officers and key positions
- review the succession plans for all key positions prior to any decision by the Chief Executive Officer
Appointment of key executives
- propose to the Board candidates for corporate officers of the Company
- review proposals for the appointment of members of the Executive Committee (or equivalent) and key executives of Publicis Groupe (Top 20), in consultation with the Chief Executive Officer
- examine the gender balance policy applied to management bodies.
Activities
The main work carried out in 2024 is as follows:
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Main work completed in 2024: |
| Governance |
Governance Main work completed in 2024:
- review of the composition of the Supervisory Board and update of the skills matrix;
- reflection and recommendations on the change of the Groupe’s governance structure by a Board of Directors instead of a Supervisory Board and Management Board:
- recommendation to propose the appointment of all members of the Supervisory Board, with the exception of Mr. Maurice Lévy, who did not wish to be elected to the Board as a Director,
- recommendation on the combined role of Chairman of the Board of Directors and Chief Executive Officer,
- recommendation with a view to proposing the appointment of Mr. Arthur Sadoun as Director to be appointed Chairman and Chief Executive Officer,
- recommendation on the appointment of a Lead Director, a Vice-Chair of the Board of Directors and an Emeritus Chairman,
- recommendation on the composition and duties of the Board’s specialized Committees.
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| Independence of members |
Independence of members Main work completed in 2024:
- review of the independence of the members of the Supervisory Board at December 31, 2023;
- review of the independence of the Directors for the financial year 2024.
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| Succession plan |
Succession plan Main work completed in 2024:
- work on succession plans for key executives;
- reflections on the succession plan for the Chairman and Chief Executive Officer.
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