3.1.2.4 Employee representation on the Board of Directors
The Directors representing employees are appointed by the Groupe Works Council, in accordance with the law and the Company’s Articles of Incorporation. The Groupe Works Council ensures compliance with the rules on the balanced gender representation among the Directors representing the employees.
Mrs. Patricia Velay-Borrini and Mr. Pierre Pénicaud hold the positions of Directors representing the employees. Their term of office was renewed by the Groupe Works Council of May 13, 2024 for a period of four years, i.e. until May 12, 2028.
The Directors representing employees sit on the Board of Directors in the same capacity as other members, with voting rights. Subject to the legal provisions specific to them, they are subject to all legal and statutory provisions, and enjoy the same rights and are subject to the same duties as the other Directors.
The Directors representing employees are not required to hold shares in the Company as part of their term of office(1).
3.1.2.5 Diversity policy of the Board of Directors
The quality of the Board of Directors’ composition contributes to the good governance of Publicis Groupe. The Board of Directors thus oversees the diversity of its members and complementary nature of members’ skills.
It is also important for the Board that a balance exists between members who have served for many years and those appointed more recently. This allows the Board to benefit from both an in-depth knowledge of the Groupe’s history and a fresh perspective on the topics addressed.
Balanced gender representation
The Board of Directors pursues the objective of maintaining balanced gender representation on the Board, with a minimum of 40% of the underrepresented gender, pursuant to the requirements of article L. 22-10-3 of the French Commercial Code.
There has been balanced gender representation on the Board of Directors (formerly the Supervisory Board) since 2012, making Publicis Groupe SA one of the first groups to achieve gender parity on its Board.
As of December 31, 2025, the Board had 45% women(2) and 55% men(2).
The Publicis Groupe Supervisory Board was chaired by Mrs. Élisabeth Badinter for over 21 years, from April 19, 1996 to May 31, 2017. Since 2017, she has successively served as Vice-Chair of the Supervisory Board and then of the Board of Directors.
Three specialized Committees of the Board of Directors are chaired by women: Mrs. Élisabeth Badinter chairs the Nominating Committee, Mrs. Marie-Josée Kravis chairs the Strategic, Environmental and Social Committee and Mrs. Antonella Mei-Pochtler chairs the Compensation Committee(3).