Registration Document 2017
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REGISTRATION DOCUMENT 2017 Annual Financial Report CONTENTS MESSAGE FROM CHAIRMAN 5 Consolidated fi nancial OF THE SUPERVISORY BOARD 02 statements 2017 Year 155 MESSAGE FROM THE CHAIRMAN 05 5.1 Consolidated income statement 156 PUBLICIS: HISTORY 08 5.2 Consolidated statement of comprehensive income 157 GOVERNANCE 09 5.3 Consolidated balance sheet 158 STRATEGY AND ORGANIZATION 10 5.4 Consolidated statement of cash fl ows 159 KEY FIGURES 12 5.5 Consolidated statement of changes in equity 160 TALENT 14 5.6 Notes to the consolidated fi nancial statements 162 5.7 Statutory auditors’ report on the consolidated GLOSSARY AND DEFINITIONS 15 fi nancial statements 210 1 Presentation of the Group 17 6 Parent company fi nancial 1.1 Key fi gures 18 statements 2017 215 1.2 Group history 19 6.1 Income Statement 216 1.3 Organization chart 23 6.2 Balance sheet at December 31 217 1.4 Activities and strategy 24 6.3 Statement of cash fl ows 219 1.5 Investments 30 6.4 Notes to the fi nancial statements of Publicis 1.6 Major contracts 33 Groupe SA 220 1.7 Research and development 34 6.5 Results of Publicis Groupe SA over the past 1.8 Risk factors 36 fi ve years 237 1.9 Internal control and risk management procedures 46 6.6 Statutory auditors’ report on the annual fi nancial statements 238 Governance and Compensation 49 2 Company information and capital 2.1 Governance of Publicis Groupe 50 7 2.2 Compensation of corporate offi cers 75 structure 243 2.3 Related-party transactions 103 7.1 Information about the Company 244 2.4 Statutory auditors’ special report on regulated 7.2 Ownership structure 247 agreements and commitments 104 7.3 Share capital 250 7.4 Stock market information 257 3 Corporate Social Responsibility – Non-fi nancial performance 107 8 General Shareholders’ Meeting 261 3.1 The teams: talent 111 3.2 Clients and partners 120 9 Additional information 263 3.3 Citizens-consumers, society 124 9.1 Documents on display 264 3.4 Business ethics and governance 127 9.2 Registration Document responsibility and 3.5 Environmental impact 131 declaration 265 3.6 Assessments and non-fi nancial performance 135 9.3 Statutory auditors 266 3.7 CSR reporting methodology 136 9.4 Cross-reference table for the Registration 3.8 External audit report 139 Document 267 9.5 Cross-reference table for the annual fi nancial report 269 Commentary on the fi nancial year 141 4 9.6 Cross-reference table for the management report 270 4.1 Introduction 142 9.7 Cross-reference table for the corporate 4.2 Organic growth 144 governance report 272 4.3 Analysis of the consolidated results 145 4.4 Financial and cash position 147 4.5 Publicis Groupe SA (parent company of the Group) 150 4.6 Dividend distribution policy 152 4.7 Outlook 153 The elements of the Annual Financial Report are clearly identified in the table of contents using the pictogram 2017 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT GROUP PROFILE Publicis Groupe is a world leader in marketing, communications and digital business transformation. Present at every stage of the consumer experience, thanks to an integrated off ering combining creation, data analysis, consulting and technology, the Publicis Groupe serves its clients through a cross-functionnal , unifi ed and fl uid organization that facilitates access to all its expertise worldwide. It focuses on four major solution hubs: Publicis Communications, Publicis Media, Publicis. Sapient and Publicis Health. Each of these four solution hubs operates on the Group’s main global markets and is supported by Publicis One on the other markets. Publicis One combines all of the Group’s agencies under one roof and off ers our clients the full range of available services. The Group is present in more than 100 countries. This Registration Document was filed with the Autorité des marchés financiers (the French Financial Markets Authority, or AMF) on April 20, 2018, in accordance with article 212-13 of the AMF General Regulation. It may be used in the framework of a financial transaction only if supplemented by a Transaction Note certified by the AMF. This document has been prepared by the issuer and involves the liability of its signatories. Copies of the Registration Document are available from Publicis Groupe SA, 133, avenue des Champs-Élysées, 75008 Paris, and on the Publicis Groupe SA website: www.publicisgroupe.com and the AMF website: www.amf-france.org. This Registration Document contains all the elements of the annual financial report. PUBLICIS GROUPE S.A. I 2017 Registration Document 01 MESSAGE FROM CHAIRMAN OF THE SUPERVISORY BOARD MESSAGE FROM CHAIRMAN OF THE SUPERVISORY BOARD Maurice Lévy CHAIRMAN OF THE SUPERVISORY BOARD t’s fair that to say that 2017 was a pivotal year for Publicis. As for all companies, the passing of the baton from one CEO to the next is necessarily an important step; a fortiori with only two bosses in 91 years of existence. At the start of the year 2017, the choice to succeed me as Chairman of the Management Board fell on Arthur Sadoun and seven months into this role will have been amply sufficient to confirm that he was Ithe right choice: our clients, who honor us with their trust over the years, have given all their support to the new team, and where some feared friction, the transition took place in excellent conditions. Arthur Sadoun’s qualities have been widely evoked: dedication, the right sensitivity towards our clients, almost intuitive understanding of the world to come, unmatched professional know-how and recognized leadership, to mention just a few. We have worked together almost every day over the last ten years, and I know by experience that it was the right choice. I am pleased that his appointment was approved by the Supervisory Board and that the facts have shown the successful smooth succession. To tell the truth, it couldn’t have been otherwise for someone who understands the values and functioning of the Groupe founded by Marcel Bleustein-Blanchet. I would firstly like to pay a heartfelt tribute to Élisabeth Badinter who, for twenty years as Chairperson of the Supervisory Board, has played a leading role in the success of this transition as in all the Groupe’s successes. With considerable finesse, intelligence and skill, she has steered the Groupe’s essential directions over two decades and has always defended the interests of its stakeholders, while jealously preserving the independence and fundamental values of the Groupe created and developed by her father. She was able to take courageous – and sometimes difficult – strategic decisions in the interest of the future of the company, its clients and its employees. She accepted dilutions to the share capital, favoring the company’s development over the conservative management of its assets. Together, we formed an exemplary tandem, based on trust and transparency; and the success of this transition is, of course, due to the tandem that we formed during those twenty years. 02 PUBLICIS GROUPE S.A. I 2017 Registration Document MESSAGE FROM CHAIRMAN OF THE SUPERVISORY BOARD I might as well say it openly, particularly as I have never hidden it: I consider that Élisabeth Badinter is the most legitimate to chair the Supervisory Board whose support and opinions are essential for the enlightened steering of the Management Board. Élisabeth Badinter, however, wanted our shareholders to grant me the Chairmanship in order to ensure a smooth transition, and continuity in this handover to Arthur Sadoun. Despite initial reticence associated with private projects, I decided to accept this position and to carry out this task – as for everything I do – fully, with determination and passion. In my heart and head, I aim to provide my experience, my knowledge, my professional relations and my know-how to the Management Board – and in particular to its Chairman. I can count on two elements to successfully carry out this new task: the clarity of responsibilities and the active support from the Board. Clarity of responsibilities: because I had to abandon my managerial reflexes, and because there can only be one captain on the bridge. After the first five First of all, I would like to months of the year which were largely dedicated to the successful succession, pay tribute to Élisabeth Badinter by ensuring that all decisions on the future were made by common agreement, the strength of the new tandem with Arthur Sadoun was immediately who, for twenty years, was the demonstrated, and I am convinced that the collaboration between the Groupe’s Chairwoman of the Supervisory two management bodies is encouraging for the future of our Groupe . Active support from the Board: because the Management Board must be able Board, playing a leading role in to count on the entire Supervisory Board, with its talented individuals that the success of this transition and can express themselves openly and transparently, and where issues are dealt with frankly and warmly. I admire the time spent by all Board members in the in the Group’s success rigorous, committed study of all the Groupe’s key issues. This expertise will be precious to help the Management Board stay on course in an ever faster as a whole. changing environment. The Supervisory Board and I know that we can count on Arthur Sadoun to tackle the current changes, for the benefit of Publicis Groupe. He has constituted his team, redefined in the greatest detail the Groupe’s positioning and committed all Publicis’ forces on the ground to the transformation – whether it be the still more demanding application of The Power of One, the acceleration of the People Cloud or the ambitious project for the Marcel collaborative platform, in the name of Publicis’ founder.