Publicis Groupe plans to shake up its governance structure by merging its supervisory board and its management board to create a single board.
Arthur Sadoun, who is currently the chief executive and chairman of the management board, will take the same roles on the new-look, single board of Publicis Groupe.
Maurice Lévy, the veteran chair of the supervisory board, will switch to an honorary role as chairman emeritus “in order for the groupe to continue to benefit from his insight, experience, and leadership”, the company said.
It is understood he will not be a director of the new board, although he will act as an adviser and attend board meetings. Lévy will also “preside over a mixed group of board members and executives, with a clear focus on innovation and foresight”, according to the company.
Publicis was keen to make clear that Lévy would continue to work closely with Sadoun. “These changes would allow for the continuation of the partnership formed by Lévy and Sadoun, which in the past seven years has seen Publicis become first in the industry on market capitalisation,” the company said.
Publicis Groupe has proposed the changes to shareholders, who will vote at its annual general meeting on 29 May.
Sadoun has led Publicis Groupe’s management board since 2017 when he succeeded Lévy, the CEO for 30 years.
Many European listed companies operate two boards—with a supervisory board that is accountable to shareholders and a management board that runs day-to-day operations—but it is more common for companies in the UK and US to have a single or unitary board.
“Publicis has undergone a period of sustained momentum over the past years, thanks to its unique model adapted to the needs of some of the world’s leading companies, its unmatched capabilities and the depth of its talent bench,” the company said.
“To further support that dynamic, and the leadership teams behind it, and in anticipation of the end of his [current] mandate in 2025, Maurice Lévy, chairman of the supervisory board, submitted to the Groupe’s governing bodies a proposal to change the company’s governance.
“This change would see the company shift from a dual structure corporation with a supervisory board and management board (Directoire), and instead adopt the more widespread model of a single structure corporation with a board of directors.”
Publicis said in addition to Sadoun’s proposed appointment as chair and CEO of the new board, the company would also name a “lead director” as part of a move to ensure a “well-balanced governance model."
Some other large agency groups, such as WPP, Interpublic and Dentsu, separate the roles of chair and CEO.
Anticipating change
Lévy said Publicis Groupe “has a long history of anticipating change and transforming itself to face the future” and changing the governance structure will help, which is why he proposed the governance changes.
Sadoun said: “The aim of this change in governance is simple: to preserve the driving forces behind the groupe’s success and maintain the model that has made Publicis our industry’s most valuable company in terms of market capitalisation.
“It will also allow us to continue the duo that we have formed with Maurice Lévy since 2017, which has seen Publicis extract itself from the pack and emerge as a clear leader in our sector.”
It is understood Elisabeth Badinter, the vice-chair of the supervisory board and whose family is the top shareholder in terms of voting rights, will become vice-chair of the new board.
It was not immediately clear which members of Publicis’ management board, the Directoire, and Sadoun’s closest lieutenants, who sit on the Directoire+, will be on the new-look board.
Last month, Publicis’ share price broke the €100 barrier for the first time, pushing its valuation above $26.6 million (€25 billion) as investors continue to back the French agency group after it outperformed rivals during the recent annual earnings season.
