Publicis Groupe Nomination Committee makes appointment recommendations in view of proposed governance changes

In the context of the Supervisory Board’s proposed changes to the company’s governance model, the nomination committee of Publicis Groupe [Euronext Paris FR0000130577, CAC 40] met today, chaired by Élisabeth Badinter, in order to recommend the following appointments:  

• André Kudelski as Lead Director. In this role, his primary missions would be to facilitate the smooth operation of the company’s governing bodies alongside the Chairman of the Board; preside over executive sessions; guard against potential conflicts of interest; and supervise the evaluation of the Board of Directors. He will also be a point of contact for shareholders. 
• Arthur Sadoun as Chairman of the Board of Directors and CEO. 
• Élisabeth Badinter as Vice-Chair of the Board of Directors. 
• Maurice Lévy as Chairman Emeritus, Publicis Groupe 

The Nomination Committee also made its recommendation concerning appointments to the four Board-level committees. 

• To the Audit and Financial Risk Committee, which supervises financial and extra-financial reporting, the effectiveness of internal control systems and risk management, and external auditors: 
  
  President : Jean Charest
  
  Members: Tom Glocer, André Kudelski, Suzan LeVine, Tidjane Thiam. 
  
  Expert : Jean-Michel Etienne.

• To the Nomination Committee, which covers all matters relating to the composition of the Board of Directors and Executive Management: 
  
  President: Elisabeth Badinter
  
  Members: Jean Charest, Marie-Josée Kravis, André Kudelski, Suzan LeVine, Arthur Sadoun
  
  
• To the Remuneration Committee, responsible for oversight of the remuneration and long-term incentives of corporate officers and key group executives. 
  
  President: Antonella Mei-Pochtler
  
  Members: Tom Glocer, André Kudelski, Patricia Borrini
  
  Expert: Michel Cicurel 
  
  
• To the Strategic, Environmental and Social Committee, tasked with examining every aspect of the Groupe’s strategy and, including its environmental and social engagements. 
  
  President: Marie-Josée Kravis
  
  Members: Simon Badinter, Tom Glocer, Antonella Mei-Pochtler, Tidjane Thiam, Sophie Dulac
  

These recommendations will be examined by the Board of Directors to be convened following the AGM on 29^th May, subject to shareholder approval of the change to the company’s governance.  

Maurice Lévy, Chairman of the Supervisory Board, commented: “The aim of these recommendations is to ensure a clear balance of powers across the future Board of Directors, should the AGM vote in favour of its creation, notably with the appointment of André Kudelski as Lead Director. After careful consideration, the Nomination Committee believes his qualities and experience make him ideally suited to take on this role. 

The Supervisory Board conducted a lengthy and thorough review before unanimously approving my proposal to adopt a governance model with a single Board of Directors and to name Arthur Sadoun at its head as Chairman and CEO. Conscious of their duties to the Groupe and to securing its future, the members of the Supervisory Board firmly endorsed this new governing structure, to maintain at the very highest level the leader behind the Groupe’s success over the past years, resulting today in our position as our sector’s highest market capitalization, with the best growth rate and financial KPIs in the industry. 

Arthur Sadoun will be able to continue to count on my full support, and my active engagement wherever and whenever he may need it.”

“Over the past seven years, the partnership that we have formed with Maurice Lévy has seen Publicis extract itself from the pack and emerge as the clear leader in our industry. Through the proposed governance changes we intend to maintain that same duo, to continue to drive ever greater innovation, transformation and value for our clients, our people and our shareholders as we step into the Groupe’s second century” added Arthur Sadoun, Chairman and CEO, Publicis Groupe.