Universal Registration Document 2025

Board of directors

International profiles

For several years, the Groupe has sought to recruit international profiles in order to support understanding of the issues at stake in the various regions where it operates.

The Board of Directors takes care to maintain this diversity in order to enrich the discussions between the Directors but also with the Groupe’s main executives.

Thus, as of December 31, 2025, 8 Directors out of 11 (excluding the Directors representing employees) were foreign nationals, i.e. 73%.

/ Nationalities represented on the Board of Directors
American nationality, Canadian nationality, Ivorian nationality, Italian nationality, Swiss nationality

The Directors have significant international exposure due to their activities in groups with a strong presence abroad or because they carry out professional activity abroad (for more information on the experience of Directors, see Section 3.1.2.3).

Independent members

The number of Independent Directors must be at least 50% of the Directors in office. The Directors representing employees are not included in the calculation of the percentage of independent Directors. The Nominating Committee ensures that the independence rate is maintained in accordance with the applicable recommendations. Should this rate occasionally fall below the recommended threshold, the Board of Directors, with the support of the Nominating Committee, will promptly implement the necessary measures to improve it, thereby enhancing the Board’s expertise and independence. A process aimed at strengthening the representation of independent Directors is currently underway.

As of December 31, 2025, the Company’s Board of Directors had 55% independent members, i.e. 6 out of 11 Directors(1).

Ring graph showing the distribution of directors: Independent Directors 55% and Non-independent Directors 45%
Complementarity of skills

The Directors possess diverse expertise in key areas for Publicis Groupe.

The suitability of the Directors’ skills for the Groupe’s challenges is a key element of the composition of the Board.

The Board’s assessment questionnaire includes a section dedicated to skills to identify any needs. Where appropriate, training can be arranged to develop or consolidate these skills. The skills matrix is produced taking into account the experience of the Directors and in consultation with each of them. This matrix is updated annually(2).

The methodology for defining skills as well as the details of individual expertise per Director are presented below.