3.1 Governance of Publicis groupe
3.1.2 Composition of the board of directors3.1.2 Composition of the Board of Directors(1)
3.1.2.1 Composition as of December 31, 2025
| 13 MEMBERSof which 2 Directors representing the employees | ||
|---|---|---|
|
Gender parity*45% |
Independent Directors */**55% |
|
|
Average length of term of office ***7 years |
Average age64 years |
International ****73% |
The Board of Directors is composed of at least three members and no more than eighteen members. Directors, except for employee representatives, are appointed by the General Shareholders’ Meeting. They serve four-year terms. The General Shareholders’ Meeting may nevertheless appoint or reappoint one or more Directors for one-, two- or three-year terms with the sole aim of staggering their terms of office.
The General Shareholders’ Meeting of May 29, 2024 appointed the Directors for staggered terms of office of between two and four years.
As of December 31, 2025, the Board of Directors had thirteen members, including one executive member and two members representing employees appointed by the Groupe Works Council pursuant to article L. 225-27-1 of the French Commercial Code(2).
Eight members are other than French nationals, i.e. 73% of the Directors. The Board of Directors is composed of 45% women and 55% men, and has 55% independent members. Directors representing employees are not taken into account to establish these percentages pursuant to the law and the Afep-Medef Code(3).
For the sake of clarity, it is specified that presence of Directors on the Board is calculated from the date of their first appointment as corporate officers within Publicis Groupe SA. Thus, the change in governance structure approved on May 29, 2024 has no impact on calculating the length of service of the Directors.