Universal Registration Document 2025

Board of directors

Main work completed in 2025
  Main work completed in 2025
Gender balance within governing bodies Gender balance within governing bodies

Main work completed in 2025

Each year, the Board of Directors includes an agenda item to gender balance within the governing bodies. It was informed of the progress made in achieving the objectives and the related action plan. It has set a new gender balance target for 2025.

Compensation of the Groupe’s corporate officers and employees Compensation of the Groupe’s corporate officers and employees

Main work completed in 2025

The Board of Directors approved the compensation of the Directors for the 2024 financial year, as well as the proposal to increase the overall budget for their compensation for 2025, from euro 1.5 million to euro 1.7 million.

The Board, on the recommendation of the Compensation Committee, examined and approved the items of the compensation of the Chairman and Chief Executive Officer and the members of the Management Board in office until May 29, 2024, for the 2024 financial year, as well as the compensation policy for the Chairman and Chief Executive Officer for the 2025 financial year.

It is specified that the discussions and votes on the compensation of the Chairman and Chief Executive Officer took place without his presence.

The Board acknowledged the amount of the variable compensation budget for Groupe employees for financial year 2024 and the budget allocated to share plans for 2025.

The Board validated the performance of the ongoing LTI plans and reviewed the share awards submitted for its validation.

The Board was informed of the results of the calculation of the equity ratios. It reviewed the work on adequate wage and pay equity.

The Board took into consideration the expectations of shareholders and proxy advisory firms to improve the compensation policy to be submitted for approval at the next General Shareholders’ Meeting.

Human Resources Human Resources

Main work completed in 2025

The Board of Directors is regularly informed of the Groupe’s workforce and attrition rate and, more generally, of all the actions implemented to monitor and manage the Groupe’s talent.

Corporate social, environmental and climate responsibility (CSR) Corporate social, environmental and climate responsibility (CSR)

Main work completed in 2025

The Board of Directors was informed of the progress of the call for tenders by the Audit and Financial Risks Committee and approved the proposal to appoint KPMG S.A. and PricewaterhouseCoopers as sustainability auditors for a period of six financial years, replacing Grant Thornton.

It acknowledged the conclusions of the sustainability auditor for the 2024 financial year, including elements relating to the double materiality analysis and compliance with ESRS standards.

The Board approved the terms of the sustainability report for the 2024 financial year. It was informed of the revision of the double materiality analysis, with regard to the rules published in 2024 based on a granular analysis of the material and financial impacts of sustainability issues.(1)

The Board was informed of the international deployment of the N.I.B.I. (No Impact for Big Impact) program.

The Board was informed of the monitoring of the climate transition achievements and renewable energy consumption targets. It reviewed the climate risk mapping.

Ethics & compliance Ethics & compliance

Main work completed in 2025

The Board was informed of whistleblowing cases processed by the Internal Audit Department or Legal Department and controls carried out under the French “Sapin 2” Anti-corruption Law. It noted that no case of corruption had been confirmed.

The Board reviewed the three pillars of the Publicis Groupe’s anti-corruption program and the action plans planned for 2025/2026.

It reviewed the mapping of non-compliance risks and ethics breaches.

It acknowledged the implementation of the Groupe’s Duty of Care Plan in 2025 and the latest legal developments on this topic.

The Board monitored the most sensitive litigation and dispute