In addition, the Chairman and Chief Executive Officer must obtain annual authorization from the Board of Directors, up to the limit set by the Board, to issue sureties, endorsements or guarantees given on behalf of the Company.
3.1.1.3 Vice-Chair of the Board of Directors
Since May 29, 2024, the Vice-Chair of the Board of Directors has been Mrs. Élisabeth Badinter, a long-standing and significant shareholder of Publicis Groupe SA (for more information on the profile of Mrs. Élisabeth Badinter, see Section 3.1.2.3).
In the absence of the Chairman of the Board of Directors, the Vice-Chair convenes the Board and chairs its discussions.
Mrs. Élisabeth Badinter helps ensure balanced governance within the Groupe. Through her long experience and her essential contribution to all the work of the Board, Mrs. Élisabeth Badinter always ensures that the Groupe’s fundamental values are respected in the interest of its leading stakeholders, including the employees and shareholders.
3.1.1.4 Lead Director
Presentation of the Lead Director
In connection with the appointment of Mr. Arthur Sadoun as Chairman and Chief Executive Officer, the Board of Directors created the position of Lead Director, a key role in balanced governance.
The Board of Directors of May 29, 2024, on the recommendation of the Nominating Committee, appointed Mr. André Kudelski as Lead Director. His personality and experience will enable him to effectively carry out this role. This appointment is subject to maintaining the status of Independent Director for the duration of his term of office, it being specified that the Nominating Committee may reassess his situation as necessary.
Mr. André Kudelski, previously member of the Supervisory Board, was appointed by the General Shareholders’ Meeting of May 29, 2024 as Director for a term of four years. As of December 31, 2025, he is member of the Audit and Financial Risks Committee, the Nominating Committee and the Compensation Committee (for more information on the profile of Mr. André Kudelski, see Section 3.1.2.3).
Missions and resources of the Lead Director
The Lead Director’s main missions are to contribute to the balance of governance, to improve the organization of dialogue with and within the Board of Directors (in particular through the organization of executive sessions) and to deal with potential conflicts of interest.
The Lead Director does not take part in deliberations or votes of the Board and its Committees that concern him.
In the performance of his duties, the Lead Director may:
- have access to all the documents and information he deems necessary to fulfil his missions;
- carry out or commission any external studies;
- meet the main operational managers of the Publicis Groupe;
- add items to the agenda of Board of Directors meetings;
- request the assistance of the Board Secretary.
The Lead Director meets regularly with the Chairman and Chief Executive Officer, the Vice-Chair of the Board of Directors and, if necessary, with the Emeritus Chairman.
Extract from article 3 II of the internal rules and regulations of the Board of Directors:
The main role of the Lead Director is to assist the Chairman in ensuring the proper functioning of the Company’s corporate governance bodies.
In this capacity, he/she may be consulted by the Chairman on proposed changes to the composition of the Company’s governance bodies, and on the selection process for independent Directors.
He/she is informed by the Chairman of questions raised by shareholders on social, environmental and governance issues, and ensures that they are answered. He/she coordinates the work of the Independent Directors and acts as a liaison between them and Executive Management.
The Lead Director examines situations of conflict of interest and brings to the attention of the Board of Directors any conflicts of interest concerning Directors or the Chairman of the Board of Directors. The Lead Director may chair Executive Sessions.
The performance and compensation of the Chairman and the Executive Management are reviewed once a year at a Board of Directors’ meeting. The Lead Director chairs the discussions relating to the review of the performance and compensation of the Chairman and Executive Management at this meeting.
The Lead Director may supervise the Board of Directors’ evaluation process, as described in article 6 of these internal rules and regulations.
The Lead Director reports to the Board of Directors once a year on the performance of his/her duties.