This is all the more important as, in the Groupe’s sector more than in any other, talent is at the heart of success. A strong feature of this industry is that only a leader from the core business has the legitimacy and capability to assume the leadership position and succeed in it. In addition, the success of any company is based on a long-term strategy served by long-term management teams.
Publicis has only had three executives in its nearly 100 years of existence: the founder, Mr. Marcel Bleustein-Blanchet for 60 years, Mr. Maurice Lévy for 30 years and Mr. Arthur Sadoun since 2017. This continuity of leadership is a major asset that must be preserved so as not to destabilize the balance of teams and customer relations.
In accordance with the internal rules and regulations of the Board of Directors, the Nominating Committee may reassess the relevance of the choice of governance method, in particular when renewing the term of office of the Chairman and Chief Executive Officer. The Nominating Committee endeavors to formulate its proposals with a view to building a solid, sustainable and fluid governance for the Groupe, taking into consideration all measures to ensure the balance of powers within the Board of Directors.
3.1.1.2 Chairman and Chief Executive Officer
Role of the Chairman and Chief Executive Officer
Since May 29, 2024, Mr. Arthur Sadoun has been Chairman and Chief Executive Officer of Publicis Groupe SA (for more information on the profile of Mr. Arthur Sadoun, see Section 3.1.2.3).
Given the choice to unify the functions of Chairman of the Board of Directors and Chief Executive Officer, the Chairman and Chief Executive Officer performs the duties assigned to the Chairman of the Board and assumes the Executive Management of the Company. In this respect, the provisions of the Articles of Incorporation applicable to the Chairman of the Board are also applicable to the Chief Executive Officer.
The Chairman and Chief Executive Officer has all the powers conferred by the law, the Company’s Articles of Incorporation and the internal rules and regulations of the Board of Directors.
Extract from article 11 of the Articles of Incorporation:
The Chairman shall perform the duties and exercise the powers vested in him/her by law and by the Articles of Incorporation.
He/She chairs the meetings of the Board of Directors and organizes and directs its work and meetings, on which the Chairman reports to the General Shareholders’ Meeting. The Chairman shall ensure the smooth functioning of the Company’s governing bodies and, in particular, the ability of the Directors to perform their duties. The Chairman chairs the General Shareholders’ Meetings and prepares the reports required by law.
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The age limit for holding the office of Chairman of the Board of Directors is seventy-five years.
In addition, as Director, the Chairman and Chief Executive Officer is fully subject to the rules intended to prevent the occurrence of conflicts of interest pursuant to the law as well as by the internal rules and regulations (the rules pursuant to the latter are described at Section 3.1.1.6).
Extract from article 16 of the Articles of Incorporation:
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The age limit for appointment as Chief Executive Officer is seventy years.
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The Chief Executive Officer is vested with the broadest powers to act on behalf of the Company in all circumstances. He/She shall exercise his/her powers within the scope of the Company’s corporate purpose and subject to the powers expressly conferred by law to the General Shareholders’ Meeting and the Board of Directors. He/She represents the Company in its relations with third parties. The Chief Executive Officer may grant, with or without the option of substitution, any delegations to any corporate officers that he/ she designates, subject to the limitations pursuant to the law.
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When the Chairman of the Board of Directors assumes responsibility for the executive management of the Company, the provisions of the Articles of Incorporation and the law shall apply with respect to the Chief Executive Officer. He/She shall assume the title of Chairman and Chief Executive Officer and may remain in office until the Ordinary General Shareholders’ Meeting convened to approve the financial statements for the previous year and held in the year in which the Chief Executive Officer reaches the age of seventy.
Limitation of the powers of the Chairman and Chief Executive Officer
In accordance with the Board’s decisions made at its meetings of May 27, 2025 and its internal rules, the Chairman and Chief Executive Officer must obtain the prior authorization of the Board of Directors to carry out the following transactions:
- any investment and divestment operation envisaged by the Groupe, in particular the acquisition and disposal of assets (including the acquisition and disposal of all or part of equity interests), the subscription to any securities issues, the conclusion of partnerships or the pooling of resources with a unit value in excess of euro 300 million (including earnout);
- any real estate acquisition or disposal transaction contemplated by the Company;
- any financing operation envisaged by the Groupe, regardless of the terms and conditions, involving a unit amount in excess of 5% of the Company’s shareholders’ equity;
- all mergers, demergers and asset contributions envisaged by the Groupe for net asset contribution values individually exceeding 5% of the Company’s shareholders’ equity, excluding any internal restructuring;
- all transactions and compromises relating to litigation involving unit amounts in excess of 5% of the Company’s shareholders’ equity;
- any significant transaction planned by the Groupe that falls outside the scope of the strategy announced by the Company or is likely to have a material impact on it.