Report
Expert Corporate Governance Service (ECGS)
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Publicis Groupe – AGM 27 May 2020

ITEMS 6, 10 and 12: Despite the planned reduction in compensation for 2020 (which justifies our support for Resolution 6), the compensation policy for the Chairman of the Board does not respect our principles since it remains excessive. Similarly, the compensation policy for the Members of the Management Board provides for performance share plans allowing for vesting in the event of performance below the median (see resolution 12), which is not acceptable for a CAC 40 company. However, by virtue of paragraph 2 of II of article L. 225-100 of the French Commercial Code, only the rejection of resolution 10 aimed at approving the information report on compensation would oblige the Board to present a revised compensation policy to the general meeting of shareholders. ECGS would like to see the Board propose an amended remuneration policy and we therefore recommend opposing resolution 10.

Underlying
Publicis Groupe SA

Publicis is holding company. Through its subsidiaries, Co. is engaged in marketing, communication and digital transformation. Co. designs a customized package of services to meet each client's particular needs through a holistic and global approach. In addition, Co. provides financial markets with information concerning the relative size of each of the different business sectors for the sole purpose of allowing sector comparisons. Co.'s principal activities comprise four main categories: Digital, Advertising, Specialized Agencies and Marketing Services (SAMS) and Media.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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