The report on corporate governance falls within the competence of the Board of Directors.
The information contained in the following developments is that mentioned in articles L. 225-37-4 and L. 22-10-8 to L. 22-10-10 of the French Commercial Code. Other information in the report, notably that mentioned in article L. 22-10-11 of the French Commercial Code, is listed in Section 3.1.7 as well as Section 10.9 of the Universal Registration Document “Cross-reference table for the corporate governance report.”
This report also includes information required for the preparation of the sustainability report according to the European Sustainability Reporting Standards. It will be identified using footnotes and presented in the cross-reference table available in Section 4.8.
Publicis Groupe SA refers to the corporate governance code for listed companies established by the AFEP and Medef (hereinafter the “Afep-Medef Code”) as updated in December 2022. This Code can be consulted online on the AFEP website www.afep.com, the Medef website www.medef.com, and the French High Committee on Corporate Governance (Haut comité de gouvernement d’entreprise - HCGE) website www.hcge.fr.
Publicis Groupe SA is a French limited liability company (société anonyme) with a Board of Directors.
This mode of governance was broadly approved by the General Shareholders’ Meeting of May 29, 2024, replacing a structure with a Supervisory Board and Management Board.
This change is the result of a long and rigorous process initiated by Mr. Maurice Lévy, then Chairman of the Supervisory Board, in the interest of the company, all stakeholders, and in particular shareholders.
This change makes it possible to reconcile three major requirements: first, a controlled transition; then, continuity; and finally, effective and balanced governance.
In this context, Mr. Arthur Sadoun, former Chairman of the Management Board, was appointed as Chairman and Chief Executive Officer and Mr. Maurice Lévy, former Chairman of the Supervisory Board, was appointed as Emeritus Chairman, thus preserving the tandem formed by Mr. Arthur Sadoun and Mr. Maurice Lévy since 2017, key ingredients of the Groupe’s success.
This change was accompanied by appropriate measures to ensure balanced governance. This is ensured by the continuity of the position of Vice-Chair of Mrs. Élisabeth Badinter, by the strengthened organization of the Board Committees to enable them to monitor the Company’s risks and strategy more closely, and by the creation of a position of Lead Director, held by Mr. André Kudelski.
Pursuant to French regulations and the Afep-Medef Code, the Board of Directors has the authority to choose between the two methods of exercising Executive Management, namely the separation or combination of the roles of Chairman of the Board of Directors and Chief Executive Officer of the Company.
On the recommendation of the Nominating Committee, the Board of Directors decided on May 29, 2024 to combine the roles of Chairman of the Board of Directors and Chief Executive Officer, and to appoint Mr. Arthur Sadoun as Chairman and Chief Executive Officer for the entire duration of his term of office as Director, i.e. until the end of the 2028 General Shareholders’ Meeting called to approve the financial statements for the financial year ended December 31, 2027.
Combining the functions of Chairman and Chief Executive Officer is the most appropriate organizational method for Publicis Groupe’s current situation, its agility, its business sector, its geographical locations and the challenges it faces. The Board considered that unifying the roles of Chairman and Chief Executive Officer would make it possible to further improve the effectiveness of the management team, thanks to a responsive and agile governance system in its decision-making under the impetus and control of the Board of Directors, while ensuring continuity in the governance of the Groupe, which has been at the heart of Publicis’ success since its creation.
