Janus

Janus
Volume 1
The Publicis way

to behave and to operate
April 2015
Approved
by the
Chairman Janus – Volume 1
& CEO
Contents
Maurice Lévy
I. Our raison d’être 4
II. The Publicis way to do business 9

1. Key Groupe Executives Standards 10
2. Client Contracts 11
3. Performance Guarantees 18
4. Issuance of Parent Company Guarantees or Comfort Letters 20
5. Barter Transactions 24
6. Compliance 25
7. Fraud & Fraud in the Context of Financial Reporting 26
8. Anti-Bribery & Anti-Corruption 28
9. Data Privacy 31
10. Corporate Social Responsibility 32
III. The Publicis way to work together 34

1. Annual Commitment 35
2. Rolling Forecasts 38
3. Governance - Subsidiaries, JV and Minorities 39
4. Shared Service Centers: Re:Sources 42
5. Procurement 47
6. Real Estate Management and Leases 49
7. Insurance 55
8. Information Technology 58
9. CSR Reporting 62
IV. The Publicis way to take care of our people 63

1. HR - General Policies 64
2. Specific Standards for Brand Heads of HR 65
3. Employee Contracts 66
4. Compensation 68
5. Bonus Plans 70
6. Recruitment 72
7. Termination 74
8. Freelancers 76
9. Travel 77
10. Mobility 78
11. Expense Claims and Use of Corporate Credit Cards 79
12. Harassment & Workplace Violence 80
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Contents
Maurice Lévy
V. The Publicis way for change 81

1. Mergers & Acquisitions 82
2. Changes to Groupe Legal Structure 89
3. Capital Expenditure 90
4. Disposal of Tangible Assets 92
5. Restructuring 93
VI. The Publicis way to protect our interests 96

1. Groupe Communications 97
2. Financial Communications & IR 98
3. Litigation 99
4. Confidential Information 101
5. Insider Trading 102
6. Conflict of interests 105
7. External Audit Process 106
8. External Auditors Independence 108
9. Internal Audit Charter 110
10. Groupe Internal Control 113
VII. The Publicis way to manage our money 114

1. Specific Standards for Brand CFOs 115
2. Recapitalization of Subsidiaries 117
3. Treasury and Financing 118
4. Working Capital Management 120
5. Foreign Exchange Risk Management 123
6. Bank relationships 125
7. Bank Transactions & Balances 127
8. Financial Commitments: Guarantees, Covenants, Pledges 129
9. Tax: Audits, Advisers, Planning and Provisions 131
10. Intercompany Transactions & Charges 132
11. Advisory Service Fees 134
12. Dividends 135
Definitions and Contact Details 136
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I. Our raison d’être
Our raison d’être is above all to help our clients being successful and
transforming their company to pre-empt the future. We want to be the
go-to partner for the best clients globally.
We have assembled incredible assets in all areas: creative, media,

specialized, digital, technology and consulting. We must offer those
services with dedication, competency and commitment to deliver against
our clients’ most demanding objectives.
No silo, no solo, no bozo.
This is the place where people must enjoy working together, with their
differences, their culture and their personality, having fun while working
hard. A place where people love working together, believe in teams, in
human relationships and in being the best bar none in thinking, creating,
developing, digitizing, ... servicing our clients.
We want to be the best in what we do, to have the best talents and to give
our best helping our clients pre-empting the new age and building their
brands, their growth – through ideas, technology and creativity.
With the same powerful energy and commitment, we want Publicis

Groupe to be the best place to work in, the fastest growing company with
the healthiest profitability.
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Chairman Our raison d’être
& CEO
Publicis Values I.1
Maurice Lévy
Marcel Bleustein-Blanchet, the founder of Publicis, not just decided to build himself a job out of
his imagination. He also established a strict sense of professional ethics that has inspired Publicis
for nine decades. Following his guidance and personal example, Publicis has always acted with
integrity, loyalty and great respect. In fast-changing and uncertain context, it is worth recollecting
these founding principles that will continue to guide all of us.
I – CREATIVITY
Creativity is this unique ability to connect with people and inspire. It means being able to leave the
beaten track, be original and know how to surprise and engage consumers in order to sell the
product, brand or service. Creativity is not limited to campaign. It should permeate everything the
Groupe does, its strategies and everything it produces, at every level and in all sectors. There is no
room for mediocrity in the work that we produce. Our work should make life a little bit better.
Each our people should choose to work in advertising out of love.
II – ENTREPRENEURSHIP
We are born out of an entrepreneur: Marcel Bleustein-Blanchet. We have built our company
through a number of initiatives, risks and acquisitions – all reflecting that spirit of entrepreneurship.
We must strive to keep that spirit alive and give the opportunity to take risks, to take initiatives in
everything we do while respecting our most important rules. We must also offer to “intrapreneurs”
the possibility of Groupe investments.
III – ADD VALUE
Publicis is an enterprise with clients, people and shareholders. To prosper and to grow, it must
keep adding value:
• To its clients in the context of the Digital transformation tsunami. We shall demonstrate
on a daily basis our decisive competitive edge in terms of value chain. Publicis should
remain a unique blend of consulting, content, connections and technology powered by
creativity that transforms its clients’ business, organization, marketing, sales and
communication.
• To its personnel, the talents who form our community, we offer a place where people can
succeed, achieve a fulfilling career and benefit from the growth of the company.
• To its shareholders: we must deliver a solid return on their investment in us.
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Publicis Values I.1
Maurice Lévy
IV – OUR COMMITMENT TOWARDS CLIENTS
It is a story of deep mutual respect. Publicis’ raison d’etre is to best serve its clients: to that end, we
must listen carefully to their issues, advise them and make bold propositions, courtesy of a
complete focus on its clients’ brands, products, people and histories – whatever the size of the
company. We must be constantly available to respond swiftly and effectively to their requests and
be able to anticipate their expectations. We must help our clients solving their problems,
transforming their business for the new age, and growing their brand both in terms of image and
sales.
Clients’ interest will always be our priority. Hence our utter respect of contracts – be it about
deadlines, roadmaps, or “Chinese walls”. Hence our discretion: we must remain constantly vigilant
in order to ensure that any information we have in respect of our clients, remains strictly
confidential. Hence our relentless quest of best measurable performance for minimum cost in the
shortest possible time. We must reject complacency and be uncompromisingly critical in the
evaluation of our work and services and improve them continuously. We should never forget that
we create for our clients. Not for us.
Likewise, we expect to be respected by clients for this commitment and to be fairly compensated.
V – COMMITMENT TOWARDS OUR PERSONNEL
Nous croyons en l’Homme – Publicis believes in Mankind. Our talents are our most precious asset and
they lay the foundation of business future. They must be chosen for their personalities, their ethics
and professional qualities without any exclusion, preferential treatment or discrimination.
As a fulfilling environment, Publicis abides by three rules:
• Commitment to work environment. Publicis notably fosters good professional relationship,

mutual respect and diversity.
• Commitment to personal development. Publicis is committed to the development of the

skills and professional abilities of its employees through training, enabling them to attain
the highest standard of quality in their job and increasing their "employability". Publicis
Groupe aims to be the best employer in our industry and to create the best place to work
for people in our industry throughout the World.
• Commitment to solidarity: We must work together and communicate among ourselves in

a professional, respectful and confident manner.
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Publicis Values I.1
Maurice Lévy
No silo, no solo, no bozo.
The Groupe is made of separate entities for legal, professional or historical reasons. This should
not lead to silo mentality. Clients’, Groupe’s interests must prevail. Solo behaviors are often a selfish
expression. Teamwork is always superior. No one is bigger than a team. No team is bigger than the
company. We want people to have fun, to enjoy working together. But this is above all a serious
place to work in and to deliver against our clients’ or company’s objectives with enthusiasm, passion
and laughs... There is no room for bozos.
VI – COMMITMENT TOWARDS OUR SHAREHOLDERS
Our shareholders by investing in our company create the conditions for the development of our
business. In order to continue to exist and grow, Publicis must add value and generate profit for
its shareholders who expect a solid return on their investment.
It is our duty to be profitable in order to compensate our shareholders for their financial
commitment and the confidence they have placed in us. To that end, we must grow faster than the
market, control strictly our costs, deliver great margins.
We owe our shareholders information that is regular, reliable, precise, honest and in compliance
with the regulations of the Paris stock exchange on which our shares are listed. The accuracy of
our financial reporting, and more generally all information that we provide to our shareholders, is
of paramount importance as it determines our credibility among analysts, investors and
shareholders. It is the responsibility of all Groupe employees to contribute to ensuring accuracy of
the Groupe’s accounts and financial reporting.
It is also our responsibility to treat all our shareholders equally.
VII – RESPONSIBILITIES TO THE COMMUNITY
Publicis aims to be a good citizen everywhere it operates. Publicis strictly respects the culture of
the countries in which it operates and is careful not to offend local values or moral codes. It is
always ready to put its communications and advertising expertise at the service of the local
community, in both a social and an economic sense.
VIII – RESPONSIBILITIES TO OUR SUPPLIERS
Our suppliers are our partners. We have a duty to demand that our suppliers meet the highest
standards in terms of quality, service, performance and price. This duty is in fact an obligation to
be uncompromising and to only deal with the best suppliers at best conditions in all areas.
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Publicis Values I.1
Maurice Lévy
In return, all of our suppliers are considered by Publicis to be partners with respect for their
professionalism, autonomy and independence. Our choice of partners must be solely driven by a
desire to ensure that Publicis obtains the best service at the most favorable market price. All other
considerations must be eliminated. Relationships are subject to tender procedures under which
each supplier is placed on an equal footing, with the same terms of reference, constraints and brief.
All supplier orders must be issued in written form.
Suppliers' discounts must be in line with applicable regulations and legislation. They may only be
requested or accepted if they form part of the normal business relationship and conform with the
contracts that bind us to our clients.
The terms of our contracts with our suppliers must be transparent and cover all obligations and
commitments entered into by both parties.
Any advantage given to any of our employee will bring an end to both collaboration (the supplier
as well as the employee).
IX – A REFUSAL TO ENGAGE IN PARTISAN CAMPAIGNS
We believe in fairness. Although we are always ready to place our talent for communication at the
disposal of advertisers, the community and the public interest through NGOs, we refuse to work
for any political party, sect or organization spreading ideological or denominational propaganda.
X – ONE SIZE DOES NOT FIT ALL
We need rules, values and that all our people, all our units, respect strictly these rules and values.
If the latter is compulsory, we must recognize that some rules, some processes, are not applicable
to some small or specific units. The business units, which feel that some aspects are not applicable
to them, will bring the issue to the General Secretary who may decide, together with the Groupe
CFO, exceptional exemptions.
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II. The Publicis way to do business
Our values, aforementioned, remain at the core of our way to do business.

This could be summarized into three principles:
- The highest level of ethics;
- Responsibility towards our consumers, our talents, our suppliers and

our shareholders;
- The deepest respect for our clients and our talents.
In accordance with these overarching principles, we detail in this chapter:

1. Key Groupe Executives Standards
2. Client Contracts
3. Performance Guarantees
4. Issuance of Parent Company Guarantees or Comfort Letters
5. Barter Transactions
6. Compliance
7. Fraud & Fraud in the Context of Financial Reporting
8. Anti-Bribery & Anti-Corruption
9. Data Privacy
10. Corporate Social Responsibility
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& CEO
II.1
Key Groupe Executives
Maurice Lévy Standards
Why?
We expect the Key executives of the Groupe to have high ethical standards in the way 1) they
conduct business, deliver on our goals to our clients, shareholders and community at large; 2) they
lead, inspire and develop all our talents.
For whom?
The Groupe CEO, the Groupe CFO, the Groupe General Secretary, the Groupe Officers, Brand
CEOs & CFOs, members of P12 and SLT.
What?
1. The Key officers are first and foremost responsible for helping the Groupe reach its
objectives and deliver the strategy that have been approved by its shareholders. They must
constantly focus on delivering the best solutions to all our clients. This is job #1.
2. They are responsible for creating the best place to work in for all our talents.
3. They are responsible for inspiring, mentoring, developing talents within the Groupe and
offering best career opportunities.
4. They are responsible for delivering the highest organic growth and margin within the
industry. Publicis aims at being best-in-class.
They are responsible for full, fair, accurate, and timely disclosure in the periodic reports required
to be filed by the Groupe with the French Financial Markets Authority (AMF). Any hurdle shall
be brought immediately to the attention of the Groupe General Secretary and Audit Committee:
a) significant deficiencies in the design or operation of internal controls which could
adversely affect the Groupe’s ability to record, process, summarize and report financial
data, or
b) any suspected fraud, whether or not material, that involves management or other
employees who have a significant role in the Groupe’s financial reporting, disclosures
or internal controls;
c) any violation of Janus, including any actual or apparent conflicts of interest;
d) evidence of a material violation of the securities or other laws, rules or regulations
applicable to the Groupe and the operation of its business, by the Groupe or any agent
thereof, or of violation of the Groupe’s Standards of Conduct and Behavior or of these
additional rules.
Please note that any appointment to the Brand’s executive committee level must be pre-approved
by the Groupe General Secretary.
Who?
Key Groupe executives aforementioned.
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II.2
Client Contracts
Maurice Lévy
Why?
In a world of tough competitiveness and procurement competition, we want to have clear and well
defined contracts with fair and respectful compensation.
For whom?
All Business Units and Brands.
What?
Business relations must be conducted with all clients with a written agreement (be it a contract, a
letter or a written order). If a contract cannot be signed before work begins, the Business Unit
should send the client an interim letter of agreement incorporating our terms and conditions.
Local contracts should follow the Brand or Publicis Groupe standard form and should be
negotiated in accordance with approved guidelines. Some clients impose their own contracts. In
such cases we must ensure that the client-imposed contract adequately protects our interests.
Client contracts should comply with local legislation and regulations and should be in line with
best practice in the Business Unit’s market(s).
Contracts should be negotiated at CEO or CFO level with the support of the legal department and
they are co-signatories of the contract. Contracts should be signed at Business Unit level by the
CEO or the CFO. All client contracts with annual revenues greater than Euro 5,000,000 must be
approved by the Brand CEO and the Brand CFO.
All new client contracts or amendments to existing contracts with annual revenues greater than
Euro 20,000,000 should be approved by the Groupe CFO and the Groupe General Secretary. A
contract summary must be submitted to the Groupe CFO and Groupe General Secretary within a
reasonable time period prior to execution of the contract to allow them to perform a proper review
of the contract and provide their comments (See Appendix 2 for the Contract Approval template).
Contract guidelines are shown in Appendix 1. Please note that client contracts should, as a
minimum, cover the following matters:
• Nature and scope of services.
• Responsibilities of the parties.
• Copyright and ownership of creative work produced by the Business Unit.
• Consideration for services provided.
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II.2
Client Contracts
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• Terms of payment: Client contracts should systematically plan for terms of payment: fees
should be paid in advance, and invoices for media costs and third party production costs
must be paid by clients before we have to pay our suppliers. Business Units should always
ensure that all payments from clients under the contract are to be made by wire transfer:
a) Such transfers are to be made to one of the Group’s core banks.
b) No cash payment can be made.
Terms of payment for contracts with annual revenues in excess of Euro 5,000,000 must be
approved by the Country Treasurer. Where annual revenues under the contract exceed
Euro 10,000,000, the Groupe Treasurer must approve the terms of payment.
The Business Unit CFO should play a central role in respect of financial aspects of client
contracts, particularly in the area of terms of payment (see VII.3 – Treasury and Financing).
• Entity to be billed for services.
• Duration and procedures for termination (including an acceptable notice period).
• Reimbursement of production, media and all out-of-pocket expenses.
• Procedures for settling disputes and claims.
• Legal liability for content, indemnification, etc.
Individuals
No client contracts should be contingent on the continued service of a named individual or group
of individuals. If such a clause is a pre-requisite for a client, the Business Unit CEO must obtain
the approval of the Brand CEO before signing the contract and if it is a global contract, the request
must be made to the Groupe CEO.
Help
If negotiations get complicated or if the business unit is facing unknown clauses or unexpected
requests, the business unit’s CEO should ask help from General Secretary.
Position concerning global contracts:

Global contracts are those that involve the activity of Business Units in more than one region or
Brand and cover annual revenues greater than Euro 10,000,000.
All new global contracts, and significant changes to terms of existing global contracts (other than
in respect of scope of work), must be reviewed and approved by the related Brand CEOs and the
Brand CFOs. Then such contracts must be approved by the Groupe CFO and the Groupe
General Secretary.
A contract summary must be submitted to the Groupe CFO and Groupe General Secretary within
a reasonable time period prior to execution of the contract to allow them to perform a proper
review of the contract and provide their comments (see Appendix 2 for the Contract Approval
template).
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II.2
Client Contracts
Maurice Lévy
When dealing with existing global contracts, Business Unit CEOs and CFOs should inform the
Worldwide Account Director or, if none exists for the client, the Brand CEO:
• before proposing a contract to the client,
• if the local client refuses to sign a required local contract,
• if the local client requests conditions that contradict those of the global contract.
If a global contract is intended to cover business transacted by more than one Business unit and
particularly if these Business Units are in different countries in a region, the Worldwide Account
Director should be consulted before conditions are submitted to the client.
The Groupe Tax Director must validate any tax clauses in global contracts.
The Groupe Insurance Director must validate any insurance clause in global contracts.
Who?
It is the responsibility of the Business Unit CEO and CFO to ensure this policy is applied for all
clients. Brand CFOs are responsible for ensuring that their Business Units comply with this
policy and that the approvals required above are sought and obtained.
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Appendix 1: Client Contracts Guidelines
In negotiating client contracts, Business Units should endeavor to the maximum extent to ensure
that each contract complies with the following guidelines:
• The maximum liability exposure from the contract bears a rational correlation to the size
of the client relationship and is subject to standard limitations and caps in accordance with
best practices.
• To the extent permitted by law, the contract does not entitle the client to seek
consequential, punitive, or similar damages without a maximum limit (except to the extent
embedded in a third party claim covered by our indemnification obligation).
• The Agency does not make representations or warranties or assume indemnity obligations
with respect to patent infringement other than knowing infringement.
• The Agency retains ownership in all intellectual property developed outside of the specific
client engagement.
• The Agency has the right to terminate the contract with or without cause, the client is
bound by confidentiality obligations.
• The client must indemnify the Agency for third party claims including patent infringement
claims related to the client's products or services.
• Insurance coverage requirements must be approved by the Groupe's risk & insurance
management department.
• Dispute resolution under the contract are resolved in an appropriate forum.
In addition:
• Before production, all advertising materials created by Business Units must have been
cleared and in particular, (i) all necessary licenses or releases of third party rights must have
been obtained and (ii) all advertising materials must be in compliance with applicable laws,
regulations and codes.
• Exclusivity/non-competition clauses should be avoided. If any, they need to be very clear
and should be limited to the Business Unit (or division/office – especially where the same
legal entity includes more than one Brand) involved, the geographic coverage of the
Business Unit, and only to a directly competitive product (which should be defined as
narrowly as possible). Under no circumstances may Business Unit enter into a contract with
an exclusivity or non-compete clause which is applicable to the whole Brand or another
Groupe entity without the prior written approval of the appropriate Brand CEO.
Exclusivity will not be granted to a client at Groupe level without Groupe Chairman &
CEO approval.
• No performance or other guarantees should be granted to cover the Agency’s obligations
under the contract (see II.3 – Performance Guarantees). Client contracts with joint liability
clauses potentially committing a Groupe holding company, or an entity which is not part
of the Brand benefiting from the contract, are considered to be equivalent to Parent
Company Guarantees (see II.4 – Issuance of Parent Company Guarantees or Comfort
letters). All such commitments require the approval of the Groupe CFO prior to signature.
• Inclusion of clauses in client contracts committing Groupe Business Units to purchase
goods or services from our clients are not allowed unless approved by the Global
Procurement Team.
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Appendix 1: Client Contracts Guidelines
• Travel should be booked through the Groupe’s travel tool and in conformity with the
Group’s travel policy. Client contracts should not include clauses requiring Groupe
employees to use any client’s supplier and in particular a client’s travel management
company unless such clauses have been accepted by the Groupe General Secretary after
full review of the financial and legal terms offered by the client.
• Client audit rights should be limited to specific client costs only, and to one audit every
twelve months and should not survive beyond a maximum of 12 months post-termination
of the contract. It should be clearly stated that clients cannot have access to confidential
Business Unit financial records.
• Client contracts should include commitments under which the client undertakes not to hire
the employees of the Business Unit without prior specific agreement.
• Clauses in client contracts must not allow client access to IT-related documentation
prepared in or for the Groupe, unless approved by the Groupe General Secretary.
• No client contracts should be contingent on the continued service of a named individual
or group of individuals. If such a clause is a pre-requisite for a client, the Business Unit
CEO must obtain the approval of the Brand CEO before signing the contract and if it is a
global contract, the request must be made to the Groupe CEO.
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Appendix 2: Contract Approval template
1. GENERAL INFORMATION
1.1 Agency Name and Client
1.2 Nature of Services and Projected Annual Value
1.3 Contract Period
1.4 Market
1.5 Brands Concerned
1.6 Account Manager
2. GENERAL CONTRACT TERMS
2.1 Description of key contractual terms, highlighting deviations from the Contractual Guidelines (see
Janus 1.04.01 Definition)
2.2 Description of payment terms
For contracts with annual revenues in excess of Euro 20,000,000, provide the following detail:
- Type of client remuneration

- Details of any performance based compensation
- Acting as agent (net revenue) or principal (gross revenue)
- Anticipated annual profitabiltiy (Revenue & OI%)
- Payment terms
- Result of credit assessment
- Confirmation that tax team have made reviewed tax issues and provisions
- Confirmation that insurance teams has reviewed insurance issues and provisions
3. CONTRACT NEGOCIATION TEAM
List names and titles of Publicis members of the contract negotiation team
4. VERIFICATIONS AND APPROVALS
4.1 Legal review made by
4.2 Financial review made by
4.3 Form prepared by

_______________________________________
Name:
Title:
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Date:
Appendix 2: Contract Approval template
5. SPECIFIC APPROVALS
5.1 Contracts with annual revenues in excess of Euro 5,000,000
Brand CEO_____________________________
Date:
Brand CFO_____________________________
Date:
Country Treasurer * _____________________

Date:
*With respect to payment terms
Brand CEO_____________________________
Date:
Brand CFO_____________________________
Date:
Groupe Treasurer *______________________

Date:
Brand CEO_____________________________
Date:
Brand CFO_____________________________
Date:
Groupe CFO____________________________
Date:
Groupe Secretary General_________________

Date:
Groupe Treasurer *______________________

Date:
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Performance II.3
Guarantees
Maurice Lévy
Why?
Some clients demand performance guarantees, particularly in the media and digital field.
For whom?
All business units and Brands.
What?
This is not about success fees or incentive revenues. It is about penalty for failing to deliver the
performance metrics promised by contract by a business unit or a Brand. The penalty means to
forgo revenue or compensate the client for all or part of the shortfall
As a principle, this kind of performance guarantee should be avoided and, when impossible to
avoid, should be exceptional. All contractual performance guarantees must be approved by the
Brand CEO and CFO prior to executing the contract. When approved by Brand CEO and CFO,
they must be clearly documented and avoid risk of interpretation.
The following require Groupe CFO and Groupe General Secretary approval:
• Contracts with Performance Guarantee clauses where annual revenue is in excess of
5,000,000€,
• Or contracts with an annual Guarantee of 500,000€,
• Or any contract where Performance Guarantees can exceed 20% of the compensation.
If applicable, any financial penalty should be linked to business unit compensation and must not
exceed 50% of the revenue received from client.
Performance Evaluation and Reporting Financial exposure:

Performance criteria should be mutually agreed with the client and the evaluation process clearly
documented:
• Objective evaluation must occur at each Hard Close at a minimum.
If applicable, financial exposure must be recorded at the hard close when a reliable
estimate of the amount of any liability can be made.
• Any financial exposure should be communicated to Brand CFO and any financial exposure
greater than 500,000€ should be communicated to the Groupe CFO.
Contract Clauses:
Please note that the contracts should, as a minimum, cover the following matters:
• Definition of the performance guarantee including the time period and amount of
exposure.
• Client obligations: which should generally include:
o Conditions depending on client’s obligations.
o Client expenditure (volume and/or profile by medium, period and geographic
region).
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Performance II.3
Guarantees
Maurice Lévy
o A statement that if any client (or partner or affiliate) obligations under the contract
are not met, the guarantees will not apply.
• Business Unit obligations: which must be precisely defined and cover both quantitative and
qualitative metrics:
o Quantitative measures: whether based on performance versus average market
and/or fixed price, and/or improved price versus previous year and/or against
third party benchmarks or other criteria and how this will apply by medium and/or
across all media.
o Qualitative measures: Specific agreed parameters including day part and
programming requirements (i.e. TV, radio), placement, ratings, positioning and
editorial content.
o A calculation formula to be used to determine whether the guarantee has been met.
o Changes in buying parameters (quantitative and/or qualitative) or budgets that
would require modification of the price guarantee.
• A force majeure clause that takes account of 'exceptional market circumstances' which would
result in the guarantees not leading to a penalty for the business unit. For example, the
media being affected by industrial action or government legislation affecting advertising.
• Economic risk clause where guarantees would not lead to a penalty in the case of
economic downturn triggered by exceptional circumstances (eg. Lehman Brothers 2008).
• Basis of calculation of performance guarantee in the event that the contract termination
clause is invoked part way through the guarantee period.
• Right of the Business Unit to terminate the Performance Guarantee on termination of the
contract.
Who?
It is the responsibility of the Business Unit CEO and CFO to ensure this policy is applied for all
clients.
Brand CFOs are responsible for ensuring that their Business Units comply with this policy and that
the approvals required above are sought and obtained.
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Issuance of Parent Company II.4
Guarantees or Comfort Letters

Maurice Lévy
Why?
In certain circumstances (client pitches, agreements with suppliers for media buying, statutory
shareholders’ equity issues, bank borrowings, etc.) Business Units, or their External Auditors, may
request Parent Company Guarantees or Comfort Letters. Here are the rules for such guarantees or
letters.
For whom?
What?
Definition of Parent Company Guarantees or Comfort Letter
At the request of a client or a supplier, a guarantee might be given either through a comfort letter
or a formal guarantee. The majority of Parent Company Guarantees are given by the holding
company (MMS country holding companies). In very exceptional circumstances Parent Company
Guarantees are given by the Groupe’s ultimate parent company (Publicis Groupe SA) – see below.
Joint liability clauses in contracts with clients and suppliers are equivalent to parent company
guarantees. The procedure set out below must thus be followed for such contracts.
Issuance of Parent Company Guarantees

Parent Company Guarantees or Comfort Letters should not be issued except in situations where
their issuance is an absolute legal or operational necessity (for example, media guarantees or
guarantees for the lease of premises).
Guarantees to or on behalf of employees and non-media suppliers are never an absolute legal or
operational necessity. Issuance of such letters or guarantees in other circumstances (for example,
to support local external audit reports) should be extremely rare.
Under no circumstances can a Groupe entity give a Parent Company Guarantee on behalf of an
entity which is not managed or controlled by the Groupe.
How ?
No Comfort Letter or Parent Company Guarantee can be issued (and no commitments can be
made to issue such Letters or Guarantees) without the prior written approval of the Groupe CFO.
Business Unit management must establish the existence of a legal or operational necessity to the
satisfaction of the Groupe CFO and the Groupe General Counsel. All documentation supporting
this necessity must be provided to the Groupe CFO and the Groupe General Counsel at least one
month before the deadline for issuance of the guarantee or letter.
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Issuance of Parent Company II.4
Guarantees or Comfort Letters

Maurice Lévy
Parent Company Guarantees are charged at a rate of 1% per annum. In the case of guarantees for
real estate leases, the annual charge of 1% is calculated on the total outstanding commitment to
the first break date of the lease.
If the decision is taken to provide such a guarantee or letter, Business Unit and Brand management
should note that:
• Such letters or guarantees should be issued at the lowest level possible in the Groupe
structure (i.e., the Business Unit’s immediate parent company) and in total accordance with
Groupe CFO;
• the legal instrument (letter, guarantee, etc.) must be crystal clear as to its purpose, maximum
amount, currency and maturity date. All guarantees must be limited in time and amount;
• when the guarantee relates to contractual obligations’ implementation rather than to cash
payment, a legal opinion in respect to the maximum cost at risk must be provided to the
Groupe General Counsel;
• the legal entity receiving the guarantee must indemnify the guarantor against all losses
resulting from the guarantee and must compulsorily, for tax reasons, pay a guarantee fee to
the guarantor; and
• the CFO of the legal entity receiving the guarantee must inform Groupe Treasury, the CFO
of the guarantor entity, the Groupe General Counsel and the Groupe CFO in respect of
all relevant future events concerning Parent Company Guarantees or Comfort Letters until
such time as they expire.
Comfort Letters, a less onerous form of guarantee, should be preferred to Parent Company
Guarantees. The Groupe’s standard comfort letter must be used (cf. Appendix 1). Any
modification, however slight, to this standard letter must be approved in writing by the Groupe
General Counsel and the Groupe CFO.
In the case of letters of comfort to auditors for the purpose of complying with local statutory filing
requirements, the only template that can be used, when absolutely necessary, is attached as
appendix 2 to this policy.
Issuance of Parent Company Guarantees by Publicis Groupe SA (exceptional circumstances only)

In the particular case of a guarantee required from Publicis Groupe S.A. – the Groupe parent
company - three to four months’ notice are necessary as the Supervisory Board, whose approval
of such guarantees is required under the parent company’s by-laws, generally meets only four times
a year. The approval of the Directoire is also required
Who ?
Business unit and Brand CFOs.
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Appendix 1
Publicis Groupe – Model letter of comfort
[ON LETTERHEAD OF ISSUER]
Dear Sirs,
We refer to the agreement dated [ ] regarding [ ] and entered into with our
subsidiary [ ……..] (the “Company”) for a maximum amount of [ ] (the “Agreement”).
Following your request, we hereby confirm you that our company holds, directly or indirectly, [
] % of the share capital of the Company.
We understand that our shareholding in the Company was part of the consideration for your
entering into the Agreement.
If, for whatever reason, we were to reduce our shareholding in the Company to less than [50] %,
we would immediately notify you in writing, as far as applicable non-disclosure rules allow us to
provide such notice.
We hereby confirm that, in our capacity as majority shareholder of the Company, we shall
oversee the business of the Company and shall exert our best efforts to ensure that the Company
is in a position to carry out by its own means its obligations towards you.
This letter, which is not to be considered as a guarantee, shall be governed and construed in all
respects in accordance with the laws of [France] and the Commercial Court [“Tribunal de
Commerce”] of [Paris] shall have exclusive jurisdiction for all disputes arising from or in
connection with this letter.
Yours faithfully,
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Appendix 2
Publicis Groupe – Model letter of comfort to auditors
[ON LETTERHEAD OF ISSUER]
Date
Auditors
Dear Sir,
This letter is provided to you solely for the purposes of filing the financial statements, year
ended … (insert year).
In connection with your audit of the financial statements of … (insert name of Business Unit)
for the year ended … (insert year), we, the undersigned, hereby confirm our commitment to
provide financial support to … (insert name of Business Unit), to the extent of our ownership,
to ensure that it will have sufficient resources to meet its financial commitments for 12 months
following the date of the financial statements.
Sincerely yours,
Signed on behalf of:
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II.5
Barter Transactions
Maurice Lévy
Why?
To outline Groupe rules in respect of Barter Transactions.
For whom?
What?
Barter transactions are economic transactions without the use of a monetary medium.
The Groupe discourages entering into Barter Transactions as they are often ambiguous, difficult
to evaluate in terms of revenue and profit, and they become complicated to administer.
As a result all Business Units must obtain the approval of the Groupe CFO before entering into
any Barter Transactions.
How?
The Business Unit or Brand’s submission to the Groupe Finance department for approval must be
accompanied by:
• the draft contract,
• the proposed accounting treatment, and
• a summary of any tax implications and/or risks related to the transaction.
In valuing any Barter transaction, all Groupe services, including time or third party costs shall be
valued under standard charge out rates applicable to the client company in a normal business
transaction.
Who?
Business Unit CFOs and Brand CFOs.
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II.6
Compliance
Maurice Lévy
Why?
We comply with all compulsory legislation and regulation in all the countries where we work, and
with our internal rules (Janus) when they are of higher standard than local regulation.
For whom?
All legal entities that are controlled, either directly or indirectly, by the Groupe and to their
employees. It must be applied by all Business Units and Brands.
What?
All Groupe rules and procedures whose application is required under the terms of this manual are
to be applied in a manner consistent with local legislation and regulations.
All Groupe Brands and Business Units and their employees must comply with all legislation and
regulations in the countries in which they operate.
It is possible that specific local situations, or changes in legislation and regulations, could result in
the application of Janus being in breach of local legislation and regulations. In such cases the
Groupe General Secretary, the Groupe CFO and the Groupe General Counsel must be informed,
as soon as possible. Where local legislation is more stringent than Janus it must be applied.
Violations of the law by employees will be dealt with by the Groupe in accordance with the
principles and procedures set out in the foreword to Janus.
Who?
It is the responsibility of Key Executives to ensure that Groupe rules and procedures are applied
in a manner consistent with Janus and local legislation and regulations.
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II.7
Fraud & Fraud in the Context
Maurice Lévy of Financial Reporting
Why?
We are liable for the security of the goods of the company and we must prevent fraud. If it occurs,
we want to be able to detect, report and eventually punish it in the most effective possible way.
For Whom?
What?
Fraud is defined as “the theft or improper use of company resources, or client resources, by
management, employees or outside individuals; the intentional misrepresentation of the company’s
financial position or the intentional misrepresentation of information leading to financial loss or
misleading financial reporting.”
Two types of Fraud therefore exist for Groupe purposes:

• theft or improper use of company or client resources. If proved through investigation, this
constitutes serious misconduct and will give rise to disciplinary proceedings, generally leading
to the employee’s dismissal for cause and, if appropriate, to criminal and civil proceedings
• fraudulent financial reporting (includes auditing, financial reporting and accounting matters)
All reporting of financial information must be accurate, honest and timely, based on properly held
books of account. Business Unit and Brand CFOs must ensure that their financial reporting
systems are designed in such a manner as to render any fraudulent financial reporting:
o extremely unlikely, and
o susceptible to be identified through implementation of proper controls and segregation
of duties within their departments.
Business Unit CEOs and CFOs must make formal written representations (representation letters
and management certification letters) to the Groupe CFO at year-end as to the adequacy of their
financial reporting systems for the prevention of fraudulent financial reporting.
All theft and improper use of company resources or client resources and all fraudulent financial
reporting, if proved through investigation, constitutes serious misconduct and will give rise
disciplinary proceedings, generally leading to the employee’s dismissal for cause and, if appropriate,
to criminal and civil proceedings.
Any person knowing elements that are considered as fraud or false information should submit a
good faith complaint to the Groupe General Secretary without fear of dismissal or retaliation. Strict
confidentiality will be applied. The Groupe’s Audit Committee will oversee treatment of concerns
in this area
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Fraud & Fraud in the Context
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How?
Reporting of Fraud to appropriate authorities in the Groupe
Employees may forward complaints on a confidential, or should they wish, anonymous basis, to
the Groupe General Secretary (by fax + 33 1 44 43 69 91 , e-mail anne-gabrielle.heilbronner
@publicisgroupe.com or regular mail to Publicis Groupe, 133, Avenue des Champs-Elysées, 75008
Paris, France).
Investigation of reports of Fraud

Groupe Internal Audit will analyze the matters brought to its attention by the Groupe General
Secretary who will decide on the extent of potential investigations.
Under no circumstances should Brand or local management attempt to conduct its own
investigations into incidents of suspected fraud. If local management is aware of such events, they
should immediately inform the Groupe General Secretary who will take relevant actions.
On completion of the investigation, the Groupe General Secretary will inform the Groupe CEO,
the Groupe CFO, and, as deemed relevant, any other Groupe or Brand management function that
would be required to implement remediation and Groupe Internal Audit will follow up the incident
with local management to ensure a sufficient level of internal control exists to safeguard against
further incidents of a similar nature.
Complaints relating to accounting and financial reporting matters will be reviewed by a limited
number of persons bound by strict confidentiality obligations under Audit Committee direction
and oversight by the Groupe General Secretary. Appropriate corrective action will be taken by the
Management Board under the supervision of the Audit Committee.
Notification and Access Rights of Persons Subject to a Complaint

Persons subject to a complaint pursuant to this procedure will be notified when personal data
concerning them are recorded, unless protective measures must be implemented.
Persons whose personal data is recorded will have the right to consult and rectify their personal
data, subject to certain restrictions pertaining to applicable laws and the protection of the rights
and freedoms of other persons involved in the matter or its investigation. Under no circumstances
will the concerned persons have access to the identity of the person who submitted the complaint.
Who?
All employees, particularly Business Unit and Brand CEO’s and CFO’s and Groupe General
Secretary.
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II.8
Anti-Bribery & Anti-Corruption

Maurice Lévy
Why?
All our employees in all business units must behave with highest level of ethics and must be
respectful of the interests of our clients, our company and our reputation.
For whom?
Publicis Groupe and all Brands and Business Units, employees and third party representatives.
What?
This policy applies in all countries to gifts (not in excess of 500 euros), entertainment (not in excess
of 500 euros on any single occasion or 3,000 euros in any one year) or value provided or received
by employees and third party representatives of Publicis Groupe and its Brands and Business Units.
When local laws are stricter, they will be applied.
1) Definition of bribery and corruption

“Bribery” and a “Bribe” mean: “the offering, promising, giving, accepting or soliciting of an
advantage (whether financial or otherwise) as an inducement for an action which is illegal or a
breach of trust”.
“Corrupt”, “Corruption” and “Corrupt Activities” mean: “the abuse of entrusted power for
private gain”.
2) General anti-corruption and bribery obligations

Commitment includes a zero tolerance approach towards all forms of Bribery and Corruption.
The Groupe, its Brands and their employees must not engage in any form of Bribery or other
Corrupt Activities or request any third party to do so on their behalf. The payment or receipt of
Bribes by or on the behalf of the Groupe, or its Brands or clients, or public officials, or candidates
for office, etc, or encouraging, asking or arranging for anyone else to pay or receive Bribes, is
prohibited. Hospitality or gifts may not be provided to any public official without the prior approval
of the regional CFO or Brand CFO.
Any employee who violates this policy will be subject to disciplinary action in accordance with the
Groupe’s or the relevant Brand’s disciplinary policy or local laws, which may result in serious
sanction, including dismissal.
3) Significant areas of risk

The following areas have been identified as being potential areas of risk:
• The presence of Business Units in certain high-risk countries.
• The provision of hospitality and gifts by the Brands to clients and suppliers.
• Dealings between the Brands and foreign governments and foreign public officials.
• The use of third party representatives.
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4) Hospitality and gifts

Under no circumstance should entertainment or gifts be offered or provided during the course of
negotiations, or while tendering for the award of any work, where the recipient may have any
influence over the negotiations or award.
a) Entertainment
Entertainment, if any, must be reasonable, appropriate and within a normal business relationship.
Following rules must be respected:
i. The entertainment is not inappropriately lavish, costly or adult entertainment;
ii. The entertainment is paid for directly by the Brand;
iii. No cash allowance is provided;
iv. A Groupe or Brand representative is present;
The total cost of any entertainment provided to or received by any individual must not exceed 500
euros on any single occasion or 3,000 euros in any one year, without prior written consent of the
applicable regional CFO or Brand CFO.
b) Gifts
Gifts may only be provided to third parties so long as:
i. The gift is not inappropriately lavish or costly, and is of nominal value;
ii. No cash gifts or cash equivalents is provided;
iii. And gifts are only given to persons dealing with the Groupe or Brands, on a normal
course of business
The total cost of gifts given to any one person in any year must not exceed 500 euros without the
prior written consent of the applicable regional CFO or Brand CFO.
5) Facilitation payments are prohibited

In certain countries it may be customary to make small payments to local officials in order to obtain
the performance of “non-discretionary or clerical routine government actions” such as obtaining
visas or securing customs clearance. Such payments (known as “facilitation payments”) are
prohibited.
6) Use of third party representatives

Brands may deal with third parties (such as agents, consultants, intermediaries…) who may act on
their behalf or otherwise be perceived as being connected with the Brands. The business units must
not ask third parties to do anything that is prohibited by Janus and third parties who may
misrepresent the business unit’s will no longer work with the Groupe.
a) Due diligence to be undertaken

Before entering into any business arrangement with a third party who will be acting on the behalf
of or representing a Brand, appropriate enquiries must be made into their background, capabilities
and reputation. In particular, consideration must be given as to whether there is any suggestion or
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risk that the third party in question might be particularly susceptible to engaging in Bribery or other
forms of Corrupt Activities. If there is a risk or a sign that a third party may be engaged in bribery,
it is firmly recommended to stop working with them or hiring them.
b) Compliance undertaking
All third party representatives must undertake in writing to comply with this policy and all
applicable anti-corruption laws before they are engaged to provide services.
c) Payments to third parties to be strictly in line with rendered services

Payments to third party providers must be commercially reasonable, commensurate with the goods
or services provided.
Payments must be made directly to the third party providing goods or services and remitted to a
bank account located in the same country in which that third party is established. Payment in cash
is not permitted.
d) Concerns must be reported

If employees are aware (or have reason to suspect) that any third party acting on the behalf of the
Groupe or a Brand has committed any violation of this policy, then it must immediately be reported
as provided in this policy. Failure to do so may result in exposure to personal criminal liability.
7) Charitable and political donations

Donations to political parties on the behalf of the Groupe or Brands are prohibited.
8) Financial reporting
All transactions must be recorded in a timely and accurate manner including in terms of the
accounting period and accounting classification.
9) Compliance
The Groupe General Secretary is responsible for reporting on compliance with this policy to the
Groupe Audit Committee. See Audit section on good faith reporting (direct, indirect or
anonymous) with no adverse consequences.
Who?
Brand and Business Unit CEO’s and CFO’s are responsible for compliance with this policy.
The Groupe General Secretary will monitor the effectiveness and review the implementation of
this policy regularly, considering its suitability, adequacy, and effectiveness.
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II.9
Data Privacy
Maurice Lévy
Why?
Beyond legal framework of data privacy, we must lead in that sensitive issue.
For whom?
All employees.
What?
Data privacy is a very important topic in our business, and it has become especially relevant in the
digital arena. We must comply with the existing rules in each country and with our own policies.
We must always apply the strictest rules.
Data include data about employees, clients, prospects, suppliers, and other business contacts, as
well as consumer-related data collected by us, or obtained from clients or third party providers.
The data may be specific to individuals (“Personal Data”) or anonymous. Sensitive Personal Data,
such as data that relates to an individual’s health, sexual, racial or religious status, trade union
membership, or political affiliations, should be avoided. If delivered by any supplier, it should be
treated with the highest degree of protection and in accordance with law.
How?
The IT department in each region must ensure that the systems and infrastructure in place are
sufficient to secure data, and must adopt procedures and protocols for handling any unauthorized
disclosure.
Brands and Business Units must make sure that treatments of data are made lawfully and in
accordance with best industry standards and seek appropriate expert advice in the case where there
is any doubt regarding lawful treatment. All employees dealing with data must be aware of the
strict laws and regulations that apply to the collection, use, storage, and processing of personal data.
As the laws and regulations vary according to jurisdiction, they should seek advice from the legal
department in case of doubt.
Brand and Business Unit contacts with clients and vendors must anticipate and adequately address
legal and business issues related to personal data, including placing appropriate restrictions on the
collection, treatment and use of data, applying confidentiality requirements, and identifying the
rights in and restrictions associated with the data.
Group General Counsel must be promptly informed of any formal enquiry from a data protection
authority or of any unauthorized disclosure of information to third parties.
Who?
Brand and Business Unit CEOs and CFOs and SSC Legal Department (or appropriate external
lawyers).
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II.10
Corporate Social
Maurice Lévy Responsibility
Why?
Sustainability is part of our company responsibility, in interaction with all our stakeholders.
Business Units and Brands need to act in accordance with the French and European regulation.
The Groupe strategy embraces all aspects of Corporate Social Responsibility (CSR). The annual
CSR Report, publicly available, disclose data and information.
Whom?
The Groupe CSR Department is responsible for CSR Reporting, under the Groupe CEO authority
and in cooperation with the Groupe CFO and the Groupe General Secretary. All Business units
and Brands must participate in sustainability (CSR) reporting.
What?
Groupe Corporate Social Responsibility policy is built around 4 main areas:
• Social: what we are doing for and with our employees (i.e. Training, Gender equality, Diversity
Programs, Career evolution, Health and Safety prevention…).
• Pro bono/Charities: BUs CEOs are free to choose how they will serve the community,
aligned with Publicis Groupe values.
• Governance/Ethics: the Janus Code including Publicis Groupe Values, Commitments
towards our people, Anti-bribery policy, Data privacy policy, including our trade Code reference
(www.iccwbo.org/Advocacy-Codes-and-Rules).
• Environment: Impacts’ evaluation is mandatory (Carbon Footprint calculation). The Groupe
environmental policy is: “Consume Less & Better”.
The Groupe commits to United Nations Global Compact (signed in 2003) and its four-area
values that are derived from:
- Universal Declaration of Human Rights,
- International Labor Organization’s Declaration on Fundamental Principles and Rights at
Work
- Rio Declaration on Environment and Development,
- United Nations Convention Against Corruption
The ten United Nations Global Compact principles are:
1. Businesses should support and respect the protection of internationally proclaimed human
rights;
2. Make sure that they are not complicit in human rights abuses;
3. Businesses should uphold the freedom of association and the effective recognition of the right
to collective bargaining;
4. The elimination of all forms of forced and compulsory labor;
5. The effective abolition of child labor;
6. The elimination of discrimination in respect of employment and occupation;
7. Businesses should support a precautionary approach to environmental challenges;
8. Undertake initiatives to promote greater environmental responsibility;
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II.10
Corporate Social
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9. Encourage the development and diffusion of environmentally friendly technologies;

10. Businesses should work against corruption in all its forms, including extortion and bribery;
Publicis Groupe signed in 2007 the United Nations pledge “Caring For Climate”. Publicis Groupe
voluntarily follows the GRI framework (Global Reporting Index), the ISO 26 000 guidelines; and
the Groupe participates to the CDP (Carbone Disclosure Project) and other sustainability index.
Who?
Brand & Business Unit CEOs, Groupe CSR Department.
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III. The Publicis way to work together
To fulfill our commitment to our clients, our talents and our stakeholders
means to set clear and ambitious goals while ensuring that we can meet
these targets. Quality and reliability of financial forecasts and shared
services centers are two cornerstones for such a successful journey.
This chapter will detail the tools that have been designed to help you and
the Groupe perform better
1. Annual Commitment
2. Rolling Forecasts
3. Governance – Subsidiary, JVs and Minorities
4. Shared Services Centers: Re:Sources
5. Procurement
6. Real Estate Management and Leases
7. Insurance
8. Information Technology
9. CSR Reporting
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Annual Commitment III.1
Maurice Lévy
Why ?
Our quality assets and talents allow us to set ambitious goals: growing faster than the industry and
posting best-in-class margins. Annual commitment, budgets and strategies should lead to deliver
against these goals. We thrive for continuous improvement in order to stay competitive and
regularly, year on year, improve our performance.
For whom ?
What ?
The Annual Commitment is agreed upon between Brand management and Groupe management.
Annual Commitment for a Brand is only final when it is approved in writing by the Groupe CEO,
after the Actual results of the previous year have been finalized by the Groupe.
Achieving commitment is the most important role of any Brand or Business unit’s management.
Bonuses are calculated based on the commitment’s execution.
How ?
Principles for preparation of Commitment
1. Commitment is a bottom-up process.
2. Brands / business units revisit each year the strategy to deliver above-market growth
3. Brands / business units revisit the organization and the cost base to align with:
- Market evolutions and necessary changes
- Revenues likely to be delivered at minimum. Advanced expenses should be banned as
long as certainty of revenues is not guaranteed.
- Headcount, personnel costs and other related costs should be adjusted in line with
revenues and productivity.
4. While preparing Commitment, brands / business units must notably respect the following
guidelines:
- Commitment should target a year on year improvement in performance on all of the
following metrics : revenue growth, Fixed PC and freelancers ratio, OI% and cash
- Increase in bonus provision to be funded through Fixed PC and freelancers
productivity.
- Maintain specific capex approvals (even if Commitment capex has been approved).
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Executive summary / template of Annual Commitment

All Brands should complete an Executive Summary describing their business plan for the coming
year to support their Commitment. These documents are sent to the Groupe Chairman and CEO
and Groupe CFO for approval (with a copy to Brand management where relevant).
The Executive Summary is split into 4 chapters:
• comments on economic environment in the region,
• financial highlights: latest rolling forecast for current year, Commitment for the coming
year, comments on main financial drivers for the coming year, and
• presentation of the Brand/Region: vision for your Brand over the next three years,
current strengths and weaknesses of your Business Units/Brand (internal factors affecting
competitiveness, creative reputation, personnel skills, etc),
• key issues and action points for each Business Unit.
Brands should request similar executive summaries from their Business Units
Specific points for preparation of Commitment

The effective tax rate of the previous year must be used, unless there are exceptional circumstances
for it not to be used.
The Commitment must integrate the effect on financial (expense) income of the payment of a
dividend to the Groupe representing at least 75% of net income of the prior year or 100% of the
amount distributable if 75% of net income cannot be distributed due to tax or statutory limits.
Business Units must clearly disclose all intercompany revenues and expenses included in
Commitment to Brand management.
Cash Commitments
The Groupe sets Commitments for cash and trade working capital. Brands (and in consequence
Business Units) are required to justify plans for:
• improved trade working capital management, and
• overdues.
Trade working capital and overdues form part of Business Unit performance appraisal.
Commitment process
Specific guidelines and timetables are published annually, by the Groupe CFO. The general
organization of the process follows a number of key phases:
• Groupe instructions with annual Executive Summary template as necessary,
• initial Commitment submission from Business Units to Brands. This should be accompanied
by an Executive Summary explaining all key variances and identifying opportunities or risks,
• review meetings between Brands and their Business Units (leading, if necessary, to alterations
to Business Unit Commitments),
• second Commitment submission by Business Units to both Brand and Groupe management,
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• review meetings between Groupe HQ management and Brand management (Note: Brand
management represent their constituent Business Units at these meetings and provides
feedback to Business Units on any modifications required to their second Commitment
submissions),
• presentation to the P12 and subsequent approval of Commitment by the “Directoire”, and
submission of monthly phasing of revised Business Unit Commitment to Groupe (NB: The
Commitment is such than each month and each quarter in the phased Commitment is expected
to be achieved. Dividing the revenue evenly by 12 months, or similar lack of analysis, is
unacceptable).
Proforma comparison for the first Commitment submission is September Rolling Forecast and
November Rolling Forecasts for the second submission. The efficiency of the Annual
Commitment is dependent on the high quality of Rolling Forecasts from the Brands.
Final approval of Annual Commitment will only be given when the actual results of the previous
year have been finalized by the Groupe.
The key components of the final Commitment are: organic growth rate, fixed personnel costs and
freelancers ratio, operating margin improvement (Basis Point), cash targets and capital expenditure
amounts. Final Commitment figures are agreed by February at the latest.
To be noted that no spending such as salary increase, severance costs and/or capex will be
approved before final Commitment figures are agreed. Monthly phasing of the Annual
Commitment must be formally signed off by Business Units and Brands and approved by the
“Directoire”.
Who?
Brand CFOs and CEOs
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Rolling Forecasts III.2
Maurice Lévy
Why ?
Rolling forecasts are a tool to help you better managing your operations and to provide accurate
information to the Groupe for communication with the board, shareholders, etc.
For whom ?
What ?
Rolling forecasts are not new commitments. They are used to manage precisely our business and
take actions so that Annual Commitment can be attained. The rolling forecasts must be accurately
broken down on a month-by-month basis.
Forecast figures must be reliable as they may be used to guide external communications, but more
importantly, to help each executive to take corrective actions.
Rolling forecasts are submitted to the Groupe by all Business Units on a quarterly basis at the end
of March, June and September and at the end of November, although any significant discrepancies
with Commitment must be signaled as soon as possible by the Business Unit CEO or CFO to the
Brand CFO, the Brand CEO and the Groupe CFO. They are prepared by Brand / Business unit
CFOs and must be approved by brand / business unit CEOs.
Good management starts with good forecasts. Spending must be in line with revenues and
controlled strictly in order to avoid unnecessary restructuring which are often costly.
When rolling forecasts show a drift in costs, margin, or difficulties to attain revenue growth
commitment, executives (business unit CEO & CFO, Brand CEO & CFO) must immediately take
corrective actions:
- At once, look at options to generate new revenue growth.
- Stop all costs that are controllable: hiring, G&A costs and free lancers.
- Use restructuring as last resort only.
Make sure commitments will be delivered. If sudden cuts or loss of business happen, make sure
that immediate alert is flagged, along with appropriate measures proposals.
The Groupe Finance department automatically updates the rolling forecast for the year. In all
cases, the Brand CFO must validate the updated Brand rolling forecast.
Bonus provisions in each rolling forecast must be determined in line with the level of performance
in the rolling forecast (See Janus II.02.04 - Personnel Costs).
Who ?
Brand and Business Unit CFOs.
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III.3
Governance - Subsidiaries, JV
Maurice Lévy and Minorities
Why?
We want to have a clear framework for dealing with partners that are minority shareholders in our
entities (Publicis Groupe Subsidiaries or joint ventures)
For Whom?
• Subsidiaries :entities over which the Groupe exercises control
• Joint Ventures and Minority Owned Entities, entities where the Groupe’s shareholding does
not allow to control it and warrants membership on the board.
What?
Composition of Subsidiary Boards:
Two key criteria govern the appointment of Subsidiary Board members and the composition of
such Boards:
• control of the Board must in all circumstances be held by trusted Groupe employees, and
• this controlling majority must be determined without counting local Business Unit managers
or employees who are Board members.
• subsidiary Boards should generally be comprised of the following Groupe employees:
− Business Unit CEO
− Brand or Regional CEO or COO
− Brand or Regional CFO
The Groupe General Secretary appoints board members for a renewable term of one year. Any
exceptions to the above rule are subject to a yearly review with the Groupe Chairman & CEO.
Brand Boards must be submitted to, and approved by, the Groupe Management Board
(“Directoire”).
Under no circumstances should a Business Unit CFO who is directly responsible for the subsidiary
be a member of the Board of such a company. This also applies to SSC Managing Directors.
In general, the CEO of the entity should be the only employee appointed to the Board. Any
exception should get the prior approval of Groupe General Counsel. Any vacant position on a
Board should be filled immediately. The Groupe reserves the right to change Subsidiary Board
membership at any time.
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III.3
In the case of wholly owned Subsidiaries in the United States, the Boards shall be composed of
the CEO of the relevant Business Unit and the CEO of the relevant Brand. In addition, the
following officers shall be appointed to such Subsidiaries:
− President : CEO of the relevant Business Unit
− Treasurer: CFO of the relevant Business Unit
− Secretary: Brand Lead Counsel or CEO of the relevant Brand
Each Subsidiary must also appoint certain “slate officers” (one or more Assistant Secretaries and
Assistant Treasurers) designated by the Groupe to facilitate company secretarial work.
Composition of Joint Venture and Minority Owned Entities’ Boards:

A shareholders agreement will usually determine the composition of the Board of Joint Ventures
and Minority Owned Entities. Any Groupe vacancy on the Board should be filled immediately.
The Groupe General Counsel must approve all appointments and removals of Groupe
representatives on such Boards.
For Joint Ventures, attendance at, and active participation in, Board meetings, with formal agendas
and minutes, are particularly important to protect the Groupe’s interests and to ensure the smooth
running of the business.
Responsibilities of Board members:

Subsidiary, Joint Venture and Minority Owned Entity Board members are expected to exercise
their business judgment to act in what they reasonably believe to be in the best interests of the
Groupe. In particular, they are responsible for ensuring that:
• the entity is being run both profitably and professionally;
• the entity has appropriate systems and controls in terms of reliable financial information and
applicable laws and regulations;
• strict confidentiality is observed;
• the Board acts in good faith and in the best interests of its shareholders.
When Board members appointed by the Groupe cannot fulfill their responsibilities, they should
immediately inform the Groupe General Secretary.
Organization of Subsidiary Board meetings:

Board meetings must be held in accordance with local legislation or the entity’s articles of
association or when a matter requires Board approval. Where permissible, the Groupe encourages
adopting resolutions by signing written consents in lieu of holding a meeting, especially in cases
where holding formal meetings would involve significant travel time and cost. The use of "deputy"
or "alternative" Board members to fill Groupe Board positions is prohibited.
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III.3
Remuneration of Board Members:

In wholly owned subsidiary, no director’s fees are allowed. In units where the Groupe owns a
majority, the same rule should apply, if possible.
Director’s fees must be disclosed and approved by Groupe General Secretary. In operations where
the Groupe is a minority holder, the same rule applies.
Subsidiary Board Secretary:

A Subsidiary Board Secretary must be appointed for each legal entity. This person must be a
Groupe employee.
Where a Shared Service Center provides company secretarial services, the Board secretarial
function will normally be performed by the Shared Service Center’s Legal department.
Where a Shared Service Center does not provide company secretarial services, the Subsidiary
Board Secretary will generally be the CFO of the entity or relevant Business Unit, or the head of
the relevant Brand or Business Unit Legal department, if one exists.
Proxies for attendance at Shareholder Meetings:

Where the shareholder of a Subsidiary is a Groupe company and a proxy is required from the
shareholder to attend a shareholders meeting, the notice of the meeting and the requested proxy
should be in French or English and addressed to the Groupe General Counsel together with all
information and documentation necessary to enable the Groupe company to instruct the proxy
holder how to vote on its behalf. If the shareholders are being asked to approve the annual statutory
accounts of the company, a copy of the annual statutory accounts should accompany the notice,
in French or English if possible. If no French or English version of the statutory accounts is readily
available, the statutory accounts should be sent in their original language. Proxies must be requested
within the notice period required under local law, but at least two weeks before the shareholders
meeting. Legal aspects of issuance of proxies are dealt with by the Groupe General Counsel. Review
of any annual statutory accounts requiring approval is performed by the Groupe CFO.
Who?
The Chairman of the Board of each legal entity is responsible for ensuring implementation of this
policy.
The Chairman of the Board and the Subsidiary Board Secretary are each responsible for reporting
any infringement of this policy, or any action, right or benefit inappropriately granted to or acquired
by a Board member, to the Groupe General Counsel.
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Shared Service Centers: III.4
Re:Sources
Maurice Lévy
Why ?
Shared Services Centers (Re:Sources) are strategic to our Groupe’s performance and compliance.
For whom ?
All Business Units and Brands in countries that have SSCs
What ?
Re:Sources is a separate independent organization, focused exclusively on the provision of various
administrative functions to Business Units, which comply with the Groupe Shared Service Model
and the Global SLAs without exceptions.
Re:Sources’ development allows:
- Business units to concentrate on clients and products, on growth, people and talent
development, and ultimately on profitability.
- Best-in-class delivery on all services, which can be consolidated (IT, accounting, legal,
administration, real estate, procurement, tax, treasury, etc.).
- Savings by delivering high quality services at effective costs.
- Ensuring compliance with all legal local aspects, best practices and Janus’ principles,
philosophy and procedures.
Re:Sources is above all a shared services provider and, as such, it must deliver best-in-class services
to Publicis Groupe’s units at most effective costs. In countries covered by Re:Sources:
- All units, without exception, aill transfer all tasks and functions defined by the Groupe as
SSC to Re:Sources and eliminate all duplications within this business unit.
- Re:Sources is a resource to the business units to execute tasks and offer services on IT,
administration, legal, HR, etc. In no way the business unit is losing its responsibility or
accountability.
- Business units using Re:Sources remain accountable and responsible for financial
reporting, P&L and other statements, and cash management.
Re:Sources and business units meet twice a year to evaluate the services: quality, delays, costs,
KPIs…and to take corrective actions when needed.
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Re:Sources
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How ?
SSC Costs are allocated to Business Units according to the following methodology:
For all non-IT allocations from the SSC
The methodology depends upon how long the Business Unit has been on the SSC platform; more
than one full calendar year or less than one full calendar year.
1. For Business Units on the SSC platform for more than one full calendar year, a rate
approach is used:
Calculation of the rate:
This rate is normally derived from the first full year in the SSC. It is based on the ratio of the
Business Unit's Non-IT SSC costs to Total Operating Expenses (net of IT and Non-IT SSC costs)
for this base year.
For example, if in the base year the Business Unit's SSC non-IT allocation is Euro 1 million, its
SSC IT allocation is Euro 2 million and its Total Operating Expenses are Euro 50 million, then its
rate would be 2.1%, calculated as follows:
IT SSC costs 2m€
Non-IT SSC costs 1m€
Other Operating Expenses 47m€
Total Operating Expenses 50m€
Non IT SSC allocation base rate: 1m€ / (50m€ – 3m€) = 2.1%.
Application of the rate:

A Business Unit’s Non-IT SSC allocation is calculated by applying calculated base rate (eg as
above, 2.1%) to the current year Total Operating Expenses (net of IT and Non-IT SSC cost
allocations).The application of this rate is first computed on the Business Unit's initial budget
with adjustments at subsequent rolling forecasts, if material, with a true-up to actual at the end of
the year (which for practical purposes is year to date actual results as of November plus December
forecast).
2. For Business Units on the SSC platform for less than one full calendar year:
A specific cost allocation based upon metrics such as time spent, headcount serviced, etc, must be
agreed between RE:SOURCES and the Business Unit.
Once this methodology has been in place for a full calendar year, the rate method set out above is
employed.
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Re:Sources
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The Costs allocation components

A specific costs allocation is based upon costs incurred by the Business Unit to provide the current
services. These costs include, but are not limited to:
- The total personnel costs of the individuals providing or managing the current services,
whether full FTE’s or allocations for partial FTE’s (which personnel may or may not be
transferred to the SSC).
- All external cost such as contractors, outside/temporary help, maintenance agreements, service
contracts, etc.
- An allocation of Business Unit management time required to manage the people who perform
full FTE’s or allocation for partial FTE’s (which personnel may or may not be transferred to
the SSC).
- Direct overhead costs such as occupancy costs, telephone, stationary, training, IT equipment
and maintenance, travel if needed, office equipment costs / depreciation, etc.
For the sake of transparency a template listing all costs should be detailed and agreed upon
between the Business Unit and the SSC. If agreement cannot be reached locally, the matter
should be escalated to SSC Regional management.
IT allocations are segregated into two categories; core services and a-la-carte services.
- Core IT services allocations are set on a fixed cost per user basis (or comparable equivalent).
- A-la-carte IT services allocations are based upon specific Business Unit needs.
Once SSC allocations have been agreed the rate (%) and the cost per user remain fixed for the year
(unless there is a change in the scope of service) and invoices in respect of these allocations must
be paid in accordance with intercompany policies.
Transition of General Ledger to the SSC:

At the time of the transfer of the general ledger processing, account analysis and reconciliation
functions from Business Units to the SSC, a determination will be made as to the propriety of such
analyses and reconciliations including the adequacy of supporting documentation.
If it is determined by the SSC that the Business Unit’s accounts are not properly analyzed or
reconciled, or if the supporting documentation is not adequate, the SSC shall work with the
Business Unit to resolve the issue.
If after 90 days the matter is still not resolved to the satisfaction of the SSC, the Managing Director
(or CAO where they exist) of the SSC will communicate the necessary journal entries to adjust the
accounts and submit these journal entries to the Brand CFO for their review and approval and
follow-up with their Business Unit.
If the matter is not resolved between the SSC and the Brand finance after an additional 30 days the
matter will be escalated to Groupe Finance to facilitate resolution and adjust accounts as necessary.
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The Brand CFO shall be kept apprised of the situation during the 90 day period, and notified of
any adjusting entries after the 90 day period has elapsed.
Regional SSC organization

A Regional SSC organisation has been set up for North America, LATAM, EMEA and APAC.
Regional Managing Directors have been appointed for each of these regions.
The Regional MDs are supervising the Shared Service Centers which exist in each country in their
region. They will also progressively coordinate in their region the services of an SSC in the
countries where there is no SSC.
In countries where an SSC does not exist:
- For Accounting, Treasury, Tax, Legal, Real Estate, Procurement and IT activities, the
Regional MDs of the SSC will nominate a representative to provide support and expertise
for these services.
- For Real Estate, lease renewal or new lease contracts can only be signed with the co-signature
of the Real Estate representative nominated by the MD of the regional SSC.
- For Accounting matters, the role is limited to:
o provide technical support to the agency CFOs,
o advise agencies on Janus compliance,
o review whether statutory accounts (when required) are prepared and filed on a timely
basis,
o liaise with Groupe finance.
- For Treasury matters, the role is limited to:
o provide support in banking relationship,
o advise agencies on Janus compliance,
o advise on preparation of funding request,
o provide expertise on foreign exchange hedging,
o liaise with Group finance.
- For Tax matters, the role is limited to:
o review whether tax returns are prepared and filed on a timely basis,
o liaise with Group finance.
Who ?
Regional Managing Directors and Managing Directors of SSCs are responsible for compliance with
this policy. Business Unit CFOs are responsible for compliance with this policy.
Brand CFOs are responsible for ensuring that Business Units under their authority make full use
of the Groupe SSCs in the countries in which they operate.
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Appendix 1
Shared Service Centers (SSC)
The Groupe has SSCs in the following countries:

• Argentina
• Australia
• Austria (covered by Germany)
• Belgium
• Brazil
• Canada (covered by United States)
• Chile (covered by Costa Rica)
• China
• Colombia
• Costa Rica
• Czech Republic
• Ecuador & Dominican Republic (covered by Costa Rica)
• France
• Germany
• Greece (covered by Italy)
• Guatemala (covered by Costa Rica)
• Hong-Kong (covered by China)
• Hungary
• Iberia (Spain & Portugal)
• India
• Indonesia
• Israel (2015)
• Italy
• Korea
• Latvia (covered by Poland)
• Lithuania (covered by Poland – 2015)
• Malaysia
• Mexico
• Middle East
• The Netherlands
• New Zealand
• Nordics (Sweden, Norway, Denmark, Finland)
• Panama & Peru & Puerto Rico (covered by Costa Rica)
• Philippines
• Poland
• Russia
• Singapore
• South Africa
• Switzerland (covered by Italy & Germany)
• Taiwan
• Thailand
• Turkey (covered by Italy)
• United States
• UK
• Venezuela
• Vietnam
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Procurement III.5
Maurice Lévy
Why ?
Procurement is both a tool and a policy to reduce our costs and remain competitive.
For whom ?
All Business Units
What ?
Procurement must leverage the scale of our purchase of goods or services to get best prices and
terms. Contracts signed with suppliers should be leading to real savings with minimum
commitments from the Groupe or the business unit. They should avoid:
- Groupe guarantee at any level
- Volume commitment (indication should suffice)
- Exclusivity
- Terms more favorable than those of our clients (payments, etc.)
All Groupe procurement contracts are signed by Head of Procurement, General Secretary and
Groupe CFO. When approved and signed, contracts are to be applied by all units without
exception.
Groupe Procurement or the SSC must discuss with the Brands and Business Units in order to
assess precisely the needs of the business units. They must also make sure that the contract will not
lead to increased costs in some business units in some particular areas. If, by exception, such
situation happens, solutions must be found.
The Shared Service Center team and the Global Procurement Team will endeavor to render
Business Unit co-operation straightforward through use of simplified intranet consultation of
preferred supplier lists, information and training sessions, catalogues of products and services, etc.
Purchasing and sales sides of our business should not be mixed. The Groupe encourages including
our clients in the list of bidders, however the client’s product must only win the contract on its
own merits (price, quality, terms and conditions, etc.)
How ?
Procurement maintains handbooks on:
• Groupe contracts- an overview of the major vendors mandated by the Groupe.
• Employee offers and discounts – specific employee benefits included in procurement deals.
These are available for both Global and Local contracts and are updated periodically. They can be
obtained through SSC Procurement or Global Procurement.
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Procurement III.5
Maurice Lévy
Procurement in countries where there is no Shared Service Center

For countries where SSCs are not in place, the procurement function will be covered by
procurement managers based in the largest SSCs in the region and Business units must use Groupe
contracts set up by the Global Procurement Team.
Business Units should also organize procurement at country level so as to achieve the best
price/quality ratio.
Who ?
Business Unit CFOs, Global Procurement Team, SSC procurement teams acting under the
responsibility of the Managing Director of the SSC and under the functional responsibility of the
Head of Procurement.
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Real Estate Management III.6
and Leases
Maurice Lévy
Why ?
We must offer good working conditions in an environment that is pleasant for our employees and
in line with our image. Costs must be kept as low as possible: office space is our second line of cost
and we need to reduce it as much as we can.
For whom ?
What ?
The following guideline occupancy ratios (based on average m² per person) should be used:
o For buildings <1,000 m²: 15 m² per person
o For buildings >1,000 to 5,000 m²: 12 to 15m² per person
o For buildings >5,000 m²: 12 m² per person
Space should be effectively allocated and maintained with care by Business Units in order to avoid
one-off dilapidation costs (re-instatement or “make-good”) at the end of the lease term. It is both
a question of cost and of good behavior: we must be respectful of the space as well as of all the
assets of the Groupe.
Business Units and Brands should target total real estate expenses (annual rent, service charge and
amortization of capex and dilapidation costs) at less than 6% of revenues (industry benchmark),
especially to gain approval of a Lease Transaction.
How ?
Brands present every year as part of their commitment their real estate projects for the year to
come including capex associated.
The Groupe should be made aware of all expirations and pending alterations on existing leases,
vacant space offered to sublet or intention of signature of new leases and sets out the approval
process required for such transactions.
We must find a good balance between offering the best possible working environment and the cost
of leases. A good approach to achieve such objective is to use as often as possible one single
building for many Brands. This allows to move space from one Brand to another, to use common
facilities, to negotiate good deals with landlords, to have a good level of security for our people, IT
infrastructure, etc. This approach should be respected by all Brands and units.
It applies to both operating and finance leases (see II.03.04) – note: all finance leases in respect of
real estate require the prior approval of the Groupe CFO. Any purchase of real estate also requires
the written approval of the Groupe CEO.
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Leases are long term commitments that require strict rules.
These rules are intended to address all transactions (i.e., there is no threshold) involving Groupe
Real Estate leases (“Lease Transactions”), as follows:
• renewing or recasting of current lease at current location under any circumstances,
including simply renewing the existing lease without changes,
• entering into a new lease at a new location,
• committing to lease, or occupy, additional space either at current location or at a new
location,
• offering of vacant space for sublet,
• surrendering space to a landlord, terminating space or allowing a lease to expire, and
• any other transaction that involves a change in the Total Lease Commitments previously
under contract. Total Lease Commitments are defined as the total fixed costs (rent,
operating expenses, taxes, service charges) due under a lease between a Groupe Business
Unit and a landlord. They are calculated over the entire lease term.
The risks associated with long term contracts impose that lease agreements must be reviewed by:
• Groupe legal representatives (Groupe or country legal departments or local legal counsel),
• Head of Real Estate Management in SSC, or SSC Managing Director if none,
• And in any case, the Groupe Head of Real Estate Management.
Preliminary notification of future Lease Transactions

In order to ensure that the objectives are met and Groupe rules followed, Groupe Real Estate
Management must be involved from the earliest stage in the study of all Lease Transactions.
At least nine months before entering into a Lease Transaction, the Business Unit CFO must submit
a signed Preliminary Lease Notification Form to the following individuals in order to notify them
of the impending transaction: the Brand CFO, the Head of Real Estate Management in the SSC,
or the SSC Managing Director if none, the Groupe Head of Real Estate Management and for Lease
Transactions involving Total Lease Commitments greater than Euro 500,000, the Groupe CFO.
Failure to involve Groupe Real Estate Management in the study at the earliest stage and to submit
this form on time will be viewed as serious misconduct.
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Process for approval of Lease Transactions

Before signature of all Lease Transactions, Business Units must obtain the prior authorization of:
• the Brand CFO,
• the Head of Real Estate Management in the SSC, or the SSC Managing Director if none,
• the Groupe Head of Real Estate Management,
• for Lease Transactions involving Aggregate Lease Commitments greater than Euro 500,000,
the Groupe CFO.
In order to obtain this approval, a fully completed lease approval form (“L Form” - template in
Appendix) must be sent to the relevant individuals referred to above for their signature at least one
month before the Lease Transaction is due to be signed. If the lease proposal also includes capex,
the L-form should be accompanied by a signed C-form with detailed backup for the expenditure.
A C-form is still required even if the assets are to be funded through landlord capex incentives.
Entering into a Lease Transaction without the formal written approval of the relevant Groupe
managers referred to above will be considered to be serious misconduct.
General rules for the L-Form

Information must be clearly mentioned in the L-Form to give sufficient detail for approval.
The first part of the L-form must detail the reasons of the new lease and must include the following
information:
• Full site address (address, city…) must be specified.
• The L-Form must be completed in EUROS. In case local currency is used during
negotiations of the lease, L-Form in local currency must be joined to the L-Form in
EUROS and the currency rate should be clearly indicated on the local currency L-Form.
• Capex split must be included in the first part of the L-Form as well as in the C-Form.
• If any key lease terms have been negotiated with the Landlord, they must be detailed (Rent-
Free period, Landlord Incentive, other)
• First break option as well as penalties must be indicated.
• If the Landlord asks for a guarantee, it must also be indicated in the L-Form. No
Commitment can be made to any form of guarantee.
• There should be no indexation of a non local currency. If it exists exceptionally, it must be
indicated and reported immediately and in all cases to the Groupe CFO.
• Any Write-off of LHI or equipment.
• Agency revenues: this revenue only refers to the revenue of the Business Unit which is
directly linked to the new lease;
Business Units must allow 10 working days for the Groupe Real Estate Department to review the
L-Forms. Acceptance of the approval request must be in writing to be valid. Absence of a response
within 10 days does not imply that the L-Form is accepted.
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Real estate advisers/brokers

No broker or adviser should be hired by business units. Only Groupe Head of Real Estate
management or Head of Real Estate Management in the SSC should hire brokers or advisers.
Under no circumstances they should be involved in intra-Groupe relocation.
Other matters
1) Negotiation of lease contracts
In negotiating leases, Business Units (in co-ordination with the Head of Real Estate Management
in the SSC, or the SSC Managing Director if none) should endeavor to:
• obtain a rent-free period to cover time for renovation,
• obtain a right to sub-let part of the premises,
• obtain a right of first refusal on additional space if the Groupe does not occupy the entire floor,
• attempt to avoid reinstatement or “make-good” obligations where possible (dilapidations).
Any incentives such as rent-free periods must be amortized over the period of the lease. Any capex
inducements paid by the landlord must be declared as per the policy on capex (V.3).
2) Signature of lease contracts

Any lease should be signed with two signatures; the business unit CFO or CEO, along with the
SSC managing director where an SSC exists or a representative person named by the regional
managing director of the SSC where an SSC is not present in the country where the lease is signed.
3) Principles applicable for leases between two Groupe Business Units

All leases entered into between Groupe Business Units should comply with the following
principles: They should be entered into for a period identical to the length of the head lease with
the third party, and their terms should directly reflect the terms of the head lease (on the basis of
the proportion of the total area being sub-let to the tenant Business Unit). In practical terms:
• The Business Unit holding the lease should charge the tenant Business Unit a cost per
square meter equal to the total cost per square meter under the head lease (including rent,
annual service charge, other operating costs, etc) – no profit or loss should be made,
• If dilapidation costs are payable under the head lease, the cost per square meter should
include a best estimate of the annualized cost of dilapidation on the sub-let premises (the
Business Unit holding the lease remains fully liable to the third party for dilapidation). Full
transparency is essential between the two Business Units to justify the costs, in particular
legitimate cost increases (Rent review, rate charges, Utility cost) must be fully supported by
the Business Unit holding the lease and accepted by the tenant Business Unit. Advance
notice of envisaged increases should be provided where possible to enable cost changes to
be included in forecasts.
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4) Cases where a Business Unit terminates an intra-Groupe lease prior to its due date.
Unless agreed at the outset by both parties and validated by the Head of Real Estate Management
in the SSC, if a Groupe tenant Business Unit terminates the lease for any reason, it must
compensate the Business Unit holding the head lease for the lower of:
• the cost that the Business Unit holding the head lease will incur as a result of the termination
(leasehold improvement write off, rent free period for the new tenant, leasehold cost to prepare
the space for a new tenant, occupancy cost of the vacant space until rented), and
• the amount of indemnification payable under the lease between the two Business Units.
5) Cases where a Business Unit has to move at the request of another Business Unit
Where the “two doors” policy is being followed, and an expanding Business Unit requests that
another Groupe Business Unit subletting space from it moves in order to accommodate the
expanding Business Unit, the Business Unit making the request should indemnify the Business
Unit which is moving in order to ensure that the income statement of the departing Business Unit
is not adversely affected. The Groupe principle is that the indemnification should be cost neutral
for the moving Business Unit and should approximate:
• twelve months of the rent differential (NB: the rent differential is limited to the amount of rent
on an equivalent number of square meter) that will be borne by the departing Business Unit,
• all incremental costs (moving costs that are borne by that Business Unit and facility
management costs), and
• any leasehold improvement write-offs directly attributable to the request to depart.
6) Rules where the Groupe acquires a Business Unit

When the Groupe acquires a Business Unit, two specific scenarios require close attention and
control:
• where the acquired Business Unit owns its premises, they should be sold as soon as possible,
• where the Business Unit’s premises are owned by managers, minority shareholders or former
owners of the Business Unit, all steps should be taken to terminate this situation as quickly as
possible.
When such instances arise, an action plan should be established to exit these arrangements under
the leadership of the Business Unit CFO, the Brand CFO and the SSC.
Annual real estate road map

An annual report detailing all leases of Business units is submitted each year to the Groupe Head
of Real Estate Management by October 31st. It is also shared with Brand CFO’s.
This information is gathered as of September 30th each year by the SSC in markets where it exists
and by Brand CFO’s in the other markets.
The annual report covers each country (and each city in the US).
Who ?
Business Unit and Brand CFOs
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Insurance III.7
Maurice Lévy
Why ?
To protect our people, our goods and our interests by implementing the right insurance policy.
For whom ?
This policy applies to all companies in which the Groupe has a, direct or indirect, ownership
interest of more than 50%.
Entities that are managed directly by the Groupe, where the Groupe has an ownership interest of
50% or less, must apply this policy, however the benefit of Groupe “Umbrella” policies may not
be available to such entities and specific declaration is required as a minimum.
What ?
The Groupe will negotiate umbrella policies to protect all our people, goods and interests. These
policies will apply to all business units. When the CEO or CFO of a business unit consider that the
umbrella policy is not covering some specific cases or situations, it is his responsibility to discuss
with Groupe General Secretary and to ask for complementary coverage. Discussion will lead to
decide if it has to be covered locally or globally.
Business Units should subscribe certain insurance policies: some of them are compulsory
(“Compulsory Business Unit insurance”) hereafter and some are optional but can be justified from
a cost-benefit perspective.
The Groupe Insurance department can instruct a Business Unit to take out additional Insurance if
it considers that the Business unit is not adequately covered.
If insurance cover is being negotiated on behalf of a Business Unit by a Shared Service Center, the
Shared Service Center must keep the Business Unit informed of the level of such insurance
coverage on an annual basis.
Compulsory Business Unit insurance:

Groupe Business Units must negotiate and agree local insurance policies:
• against the following risks in all cases and in all markets,
- public/general liability (a minimum amount of US$ 1 million in the USA, Canada and
Europe, US$ 500,000 in the rest of the world, with XL as far as possible),
- property damage & business interruption (with XL as far as possible – note: a “Good
Standard” of local coverage against such risks is necessary for the Groupe “Umbrella”
policy – see below – to act),
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Insurance III.7
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• against the following risks as required by local legislation or market or business requirements,
- motor vehicles – third party liability (in a statutory or minimum amount of US$ 1 million),
- employers’ liability (in a minimum amount of US$ 1 million).
• medical and life insurance for employees
Optional Business Unit insurance:

The following insurance policies can also be held locally if considered appropriate from a cost-
benefit perspective: Travel insurance, Comprehensive motor vehicle–insurance, Key person
insurance, Commercial production insurance, and specific fine art insurance.
International insurance policies held at Groupe level

Publicis Groupe S.A. has subscribed International "Umbrella" insurance policies at Groupe level
in respect of the following risks:
• Public/General Liability,
• Professional Liability,
• Motor Vehicle Liability,
• Employers Liability,
• Directors' and Officers' Liability,
• Employment Practices Liability,
• Non owned Aircraft Liability (specific declaration obligatory),
• Property Damage & Business Interruption,
• Pension trustee liability,
• Credit insurance,
• Expatriate Insurance package,
• Cargo,
• Assistance & Repatriation insurance.
How ?
International Policy Claims

Business Unit CFOs are responsible for initiating international policy claims by making contact
with the relevant Groupe insurance department or Groupe legal department personnel. Any
potential claims or circumstances that may give rise to a claim under international cover must be
notified to the Groupe insurance department or the Groupe legal department. In this respect:
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Insurance III.7
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• If the claim is above Euro 300,000, the Groupe Insurance Manager and the Groupe General
Counsel must be notified.
• If the claim is below Euro 300,000, local representatives of the Groupe Insurance department
or the Groupe Legal department must be notified (in SSCs or Brands in the country). However
if no such local representatives exist, the Groupe Insurance Manager or the Groupe General
Counsel must be notified.
No admission of liability should be made without the written consent of the individuals required
to be notified under this policy.
No remedial work should be undertaken without the written consent of the individuals required to
be notified under this policy.
Local representatives of the Groupe Insurance department, where they exist, or the Groupe
Insurance Manager, should be contacted with any queries in relation to Insurance.
Who ?
Brand and Business Unit CFOs
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Information Technology III.8
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Why ?
IT is not only indispensable to run our operations and file our data, but it is also a tool to better
organize our work, to communicate seamlessly, to reduce bureaucracy and to eliminate costs.
For whom ?
What ?
All IT systems are assets of the Groupe including computer equipment, mobile devices, software,
storage media, and network accounts providing electronic mail, voice mail, Internet, and file
transfer services. These systems are provided for business purposes only in serving the Groupe
and our clients during the course of normal business operations.
IT Standards & Usage

Groupe strategy and standards for applications and IT systems are defined by the Re:sources CEO
who ensures that all IT expenditure is coordinated and aligned with global IT strategy.
Business Units should procure hardware and software that has been approved by the SSC that
supports them, within the Global IT Catalog. If a new business request cannot be supported
with existing standards, the request should be handled through a technology review and
certification process by the SSC.
Business Units should respect the guidelines within the following table regarding the needs of
hardware and software replacement.
Component Refresh Cycle

Desktop 4 years
Laptop 4 years
Server Hardware 4 years
Desktop OS Refresh with hardware
Desktop Productivity Suite 2-3 years, dependent on business needs
Network Infrastucture 6-7 years
Business Unit and Brand CEOs and CFOs must work with their local IT Directors to ensure
appropriate technology investment planning is included in annual plans and budgets.
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Plans for IT investments should be submitted to the Re:sources CEO during the budgeting
process. This should be accompanied by a documented business case including description,
business justification and anticipated cost. The Re:sources CEO’ approval is required for all IT
projects involving IT spend, including purchase of packaged software, internal development
initiatives and operational IT systems investments.
Computer hardware and software purchased outside of Groupe-approved methods is considered

to be “personal use”. This hardware and software will not be supported or maintained by the
Groupe and it is not permissible to attach it to Groupe networks. In addition, Groupe data must
not be transferred to any such device.
Unacceptable use
Under no circumstances is an employee of the Groupe authorized to engage in any activity that is
illegal under local or international law while utilizing Groupe-owned resources. The list below is
by no means exhaustive, but attempts to provide a framework for activities that fall into the
category of unacceptable use:
- The Groupe’s network, email or voicemail systems may not be used to solicit or promote any
personal commercial ventures, political causes, or any other purpose that is determined illegal
by the Groupe.
- Unauthorized duplication of and/or access to copyrighted material including, but not limited
to, digitization and distribution of photographs from magazines, books or other copyrighted
sources, or copyrighted music and/or video, software, source code, digital content or other
intellectual property,
- Exporting software, technical information, encryption software or technology, in violation of
international or regional export control laws.
- Unauthorized use, or forging, of message information.
- Intentional introduction of malicious programs into the network, or effecting other
disruptions of network communication.
- Breaching security or circumventing user authentication or security of any host, network or
account.
- An individual may not read nor access messages that are not addressed to them.
- Disclosure and/or sharing of Publicis Groupe owned or licensed software and/or associated
serial numbers.
- Any attempt to circumventing any security mechanism and/or access limitation in place within
Publicis Groupe IT systems.
- Derogatory, discriminatory, indecent, intimidating, or unlawful messages may not be sent or
stored on the email, phone or voice mail systems.
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Data privacy:
Data privacy should be considered for any data stored on any Groupe owned device or developed
on Groupe time and/or with Groupe funding including Customer projects. Following are
guidelines for proper management of data privacy.
• The use of data and information must comply with client and partner confidentiality
agreements including client contractual protection requirements.
• For individual data and other categories of data that are closely protected by government
regulation, the Groupe will comply and act in accordance with those regulations.
• All data transmissions of confidential and sensitive information outside of the Publicis
Groupe network will use appropriate encryption technologies and techniques.
• Administrator access and use of data is limited to what is necessary through the normal
course of their job. Accessing data for any other reasons is prohibited.
IT risks & security

Mitigation of IT risks through proactive action in identifying risks, rectifying known issues,
preventative measures and appropriate technology investments is the responsibility of every
Business Unit.
The identification and assessment of IT risks is supported through the Groupe Global IT Risk
organization.
Compliance
As with all other Groupe investments, technology resources need to be properly used and
safeguarded. All technology equipment must be clearly marked with internal asset tags and tracking
numbers. All exchanges and disposition of IT assets and equipment must be coordinated through
the authorized, responsible IT support group for your Business Unit.
All computers must have anti-virus software installed with current virus definitions. All software
media owned by the Groupe must be stored in a secure location with limited access.
The business risks associated with non-compliance of Groupe, legal, regulatory or industry driven
requirements include legal action, fines, inadequate technology or process, human error,
malfeasance. It is therefore important that all computer software copyrights and licenses must be
complied with, and all software must be licensed and registered in the name of the Business Unit,
Brand, or Groupe.
Additionally, to ensure proper license usage, Groupe-owned software must not be installed on an
employee-owned personal home computer, unless the license agreement specifically allows for this.
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Special procurement arrangements have been made to provide optimal pricing for Groupe
Business Units and employees.
The Groupe reserves the right to periodically audit and monitor computers and communications.
Employees that store personal information on Groupe owned assets waive their individual and
legal privacy rights to that information. This does not supersede any privacy laws in applicable
countries. The Groupe will uphold and comply with all local and international laws regarding
monitoring and accessing employee communications
Who ?
Business Unit and Brand CEOs and CFOs, SSC & Re:Sources IT
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III.9
CSR Reporting
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Why?
To comply with the French and European regulation, in accordance with the Groupe CSR policy.
CSR Reporting is externally verified and audited.
For whom?
All Business units and Brands.
What?
CSR reporting is the non-financial reporting about Groupe, Brands and Agencies sustainability
topics, in 4 main areas: Social, Cultural & Communities, Governance & Ethics, Environment.
CSR reporting scope is the full Groupe and embraces ALL Business units.
The annual CSR Report, publicly available, discloses consolidated data and information. Business
Units are not allowed to disclose local information. Specific requests have to be checked with the
Groupe CSR Department.
CSR reporting process is explained each year in the CSR Reporting guidelines and distributed to
all internal participants within this process. It is structured around two interfaced data flows:
1. Quantitative data are collected in accordance with financial rules and procedures through a dedicated
module HFMCSRGRI. Data collection and control are under the responsibility of BUs and Brands
CFOs.
2. Qualitative information are collected via NORMA, dedicated to qualitative information describing
action plan and initiatives. Information collection and control are under the responsibility of BUs and
Brands Heads of HR.
The Groupe CSR Department is responsible for CSR Reporting, under the Groupe CEO
authority and in cooperation with the Groupe CFO and Brands CFOs, and the Groupe Secretary
General and Brands Heads of HR.
Business units are responsible for local CSR Reporting. The FMC teams ensures that Business
Units apply and improve the CSR Reporting.
External auditors verify data & information collection process at the Business Unit level and
control consolidated data & information at the Groupe level. They run checks at two levels: 1)
accuracy with CSR mandatory requirements; 2) alignment with international CSR framework.
Who?
Brand & Business Unit CEOs, Groupe CSR Department
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IV. The Publicis way to take care of our people
Nous croyons en l’Homme – Publicis believes in Mankind. Our talents are our
most precious asset and they lay the foundation of business future. They
must be chosen for their personalities, their ethics and professional
qualities without any exclusion, preferential treatment or discrimination.
As a fulfilling environment, Publicis abides by three rules:
- Commitment to work environment.
- Commitment to personal development.
- Commitment to solidarity.
This chapter will detail the way we take care of our people:
1. HR – General Policies
2. Specific Standards for Brand Heads of HR
3. Employee Contracts
4. Compensation
5. Bonus plans
6. Recruitment
7. Termination
8. Freelancers
9. Travel
10. Mobility
11. Expense Claims and Use of Corporate Credit Cards
12. Harassment and Workplace Violence
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IV.1
HR - General Policies
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Why ?
We claim that our people are our most valuable asset. These procedures are meant to protect them,
to treat them with respect and also with responsibility. They also owe us to behave with respect
towards their colleagues, the Brands, our assets, our clients and their brands.
For whom ?
All business units and Brands and all Groupe employees, whether full or part time.
What ?
• Publicis Groupe is an equal opportunities employer and does not discriminate by reason of age,
gender, race, sexual orientation, nationality, religion or disability or any other difference.
• Personal details about each employee must and will be treated with the utmost confidentiality.
• No employee should receive any advantage or be disadvantaged due to personal relationships
or family relations with another person in the Groupe.
• Any complaints or issues raised by staff members in relation to the workplace, be it health and
safety, sexual discrimination and/or harassment by staff, clients or suppliers, equal
opportunities, unfair dismissal or any other type of work related issue must be immediately
advised to a senior manager in their Business Unit of employment. Meetings on such matters
with the staff members must be conducted in a fair and professional manner following the
correct procedure (with two people present and documented where appropriate). The legal
aspects of such procedures will have to be adapted to local legal rules.
• All local applicable legal and union agreements in relation to employment must be complied
with, such as those concerning prohibition on employment of child workers, minimum wage
and smoking in the workplace.
• Every member of staff must dedicate all of his/her time within working hours to the company,
apart from exceptions which must be expressly agreed to by the Business Unit CEO. These
exceptions may include teaching activities, military service as a reservist and taking part in work
undertaken in professional, inter-professional or humanitarian organizations.
All Business Unit and Brand human resources rules and procedures must, as a minimum,
incorporate Groupe human resources policies.
Who ?
Business Unit CEOs are responsible for compliance with this policy with the assistance of Brand
Heads of Human Resources.
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Specific Standards for
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Brand Heads of HR
Why?
HR functions are paramount in our industry. Groupe policies must be applied in our world with
multiple brands and offices. Brand’s Head of Human Resources report to both Brand CEOs (solid
line) and Groupe General Secretary (dotted line).
For whom?
The Groupe General Secretary, the Brand CEOs and the Brand Heads of Human Resources.
What?
Brand Heads of HR are expected to work closely with Brand CEOs and the Brand leadership team
to design and roll-out a HR and Talent strategy, including a competitive recruitment strategy and
an efficient talent management program (annual appraisals, training…) aiming at attracting and
retaining key talent. They are responsible for defining a compensation policy in accordance with
Group principles and for establishing robust HR processes in all markets. They are expected to
partner with Brands CEOs and CFOs to support the brand financial performance.
• Brand Heads of Human Resources must keep the Groupe General Secretary aware of all
matters of significance related to key executives and Groupe HR policies,
• They participate in regular HR meetings organized by the Group general secretary.
• They are responsible for ensuring compliance with Group HR standards and policies and for
requesting the necessary authorizations and approvals as provided in Janus. Appointment,
transfer, removal, salary package and subsequent adjustment, annual bonus and performance
evaluation of Brand Heads of Human Resources must be agreed with the Groupe General
Secretary. They are expected to implement Group tools, systems and programs when
required.
Who?
Groupe General Secretary, Brand CEOs and Brand Heads of Human Resources.
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IV.3
Employee Contracts
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Why ?
We want our employees to receive a contract that respects local law and protects in a fair way both
the Groupe and our employees.
For whom ?
All business units and Brands and covers all Groupe employees.
What ?
All Key Executives and employees of Groupe Business Units are required to have signed contracts,
or "terms of employment", with their employer Business Unit. Signed employment offer letters are
the strict minimum form of documentation permissible.
Employee contracts must not create any tax risks for the Business Unit or the Groupe.
All Employees
The content of the contract is defined at the Business Unit Level, in accordance with applicable
regulations and legislation in the country of employment. Employee contracts (or "terms of
employment") must however, as a minimum, include on top of the terms, conditions and role of
the employee:
• confidentiality requirements in respect of client information,
• an obligation to fully comply with Janus,
• full details of remuneration of all kinds,
• non-compete and non-solicitation clauses appropriate to the position occupied by the
employee.
Additional requirements for Key Executives contracts:

The entire compensation package for key executives must be approved by the Groupe General
Secretary.
• termination terms (which should be limited to local legal entitlements unless the Brand CEO
and the Groupe General Secretary approve otherwise),
• copyright and intellectual property rights clauses,
• agreement to disclose any existing or future conflict of interest in writing to the Brand CEO
and the Groupe General Secretary (see VI.6 – Conflict of interests),
• agreement not to hold Board membership of any other enterprise (apart from political, religious
and charitable enterprises) without the written authorization of the Brand CEO and the
Groupe General Secretary,
• comprehensive non-compete and non-solicitation clauses restricting working on, or for,
Publicis Groupe clients’ business for a reasonable period after termination without the prior
signed approval of the Business Unit (or Brand) CEO,
• Very specific details of all forms of remuneration (using the “total cost to company” approach).
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Employee Contracts
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• Contracts or employment offer letters for Key Executives, and all changes thereto, must
receive the prior approval of the Brand CFO, the Brand Head of Human Resources and the
Groupe General Secretary.
General matters
• No terms of employment or contracts of employment shall have automatic salary increases
or permanent guaranteed bonuses, except where provided for by local law,
• No terms of employment should refer to any currency other than local currency
• Employee contracts must not include any commitment to appoint the employee to a board
of directors or to pay him a director's fee as opposed to a salary
• Business Units must not enter into service contracts with consulting companies owned by
employees
Any exception to these rules must be approved by the Groupe General Secretary.
Any compensation by way of a sign-on bonus or similar upfront payment is not Groupe policy.
In the event that such payments are deemed necessary, any proposed payment that exceeds Euro
50,000 must receive the prior approval of the Brand CFO, the Brand Head of Human Resources
and the Groupe General Secretary.
Who ?
Business Unit CEOs, Brand Heads of Human Resources
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IV.4
Compensation
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Why ?
The compensation of our talents must be attractive, fair and competitive at each country and sector
level. It is also our task to make sure disparity does not exist at a country level for the same kind of
position.
For whom ?
All Groupe employees, whether full or part time in all business units and brands..
What ?
All employees are entitled to a regular performance evaluation (at least annually). Such evaluations
should be clearly documented and should include elements such as the employees aspirations, need
for training and potential for career paths. Employees who have not been evaluated should report
the fact to HR Director who will make sure they are regularly and fairly evaluated.
Every salary increase must be approved in writing by the Business Unit CEO, on the basis of
proposals by the Business Units’ Head of Human Resources and the Business Unit CFO
For Key Executives, salary reviews should be conducted every two years and such reviews must
take the individual’s performance evaluation into account.
The Brand CFO, the Brand Head of Human Resources and the Groupe General Secretary have to
give prior authorization for :
- Any change in the compensation package of Key Executives,
- All base salaries, and increases in base salary, of other employees where such salaries exceed
Euro 250,000, and
- Salary increases of more than Euro 100,000 for any other employee
- Salary increases of less than Euro 100,000 for Business Unit CEOs who are not Key Executives
must be authorized by the Brand CFO and the Brand Head of HR.
A key principle is compensation equality. It means that people should be compensated for their
talent, their contribution and merits, irrespective of any other consideration (gender, etc.)
Non-salary compensation
Non-salary compensation includes all benefits and entitlements such as health benefits, company
cars, pensions, etc. The approval process for non-salary compensation is identical to that set out
for Contractual or Individual bonuses (the Brand CEO and the Groupe General Secretary must
approve non-salary compensation for Key Executives, etc.). Employee contracts must comply with
the Groupe car policy when relevant.
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IV.4
Compensation
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Loans to employees
• As a general policy no loans should be made to employees. Loans should thus only be made
in exceptional circumstances and require the following approvals:
Loan in excess of: Approval required
Euro 1,000 Brand CFO
Euro 100,000 Brand CFO, Brand Head of Human Resources,
Groupe General Secretary and Groupe CFO
The above thresholds do not apply to key executives – all loans to key executives require the
written approval of the Groupe General Secretary.
For all loans to employees, Business Unit CFOs are responsible for preparing a loan contract,
stating how and when the loan will be reimbursed. Business Unit CFOs are also responsible
for any local tax and legal implications in their markets.
Who ?
Brand and Business Unit CEOs, Brand CFOs, Brand Heads of HR, Groupe General Secretary .
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IV.5
Bonus Plans
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Why ?
The incentives and fair share of success for our talents must also be attractive. The Brand bonus
pool is designed to reward success with regards to financial commitment.
For whom ?
All Groupe employees.
What ?
Bonuses
Business Units’ and Brands’ Bonuses must be approved as part of the Commitment procedure and
must be included in the Annual Commitment. Performance evaluation takes into account the
Business Unit’s or Brand’s audited HFM™ Financial Reporting to the Groupe.
Approval Procedure for Brand Bonuses

The Brand Bonus pools should fund all bonus payments within the Brand.
For Brand Bonuses a three-step process is followed:
• the method for calculating the bonus is defined by the Groupe,
• the total bonus is calculated by the Brand on the basis of this method and the Brand’s annual
performance and submitted to the Groupe General Secretary and the Groupe CFO, and
• lastly the proposed individual breakdown is submitted to the Groupe General Secretary, who
must judge the overall fairness of the allocation, for approval.
All aspects of Bonuses under Brand Bonus Pools must be approved by the Brand CEO and Brand
CFO before submission to Groupe headquarters for approval.
Approval Procedure for Contractual or Individual Bonuses

All annual individual bonuses must be authorized in writing by the persons indicated below:
Category of Employee Approval procedure for bonuses

Key Executives Brand CEO & Groupe General Secretary
Other employees:
- Bonuses less than Euro 15,000 Business Unit CEO
- Bonuses greater than Euro 15,000 Brand CEO
- Bonuses greater than Euro 15,000 Brand CEO
in aggregate for a Business Unit
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IV.5
Bonus Plans
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All bonuses (whether granted as part of Brand Bonus pools or as contractual or individual bonuses)
must obligatorily be accrued for in the Groupe financial reporting of the year to which they relate,
otherwise they will not be paid. It is prohibited for Clients/Suppliers to give any compensation in
any form (i.e. bonus) to the Groupe’s employees (see II.8 – Anti-Bribery & Anti-Corruption
policy).
Treatment of salary increases and bonuses in the payroll system

Business Units must ensure that they have controls to ensure that all alterations to salary payments
(increases, bonuses, alterations to entitlements or packages, additions or deletions) are correctly
authorized by the relevant manager as defined above prior to payment. These controls must be
operated by employees with no responsibility for determination and payment of payroll.
Reconciliations between payroll and general ledger accounts must be performed monthly.
Who?
Brand and Business Unit CEOs Brand CFOs, Groupe General Secretary .
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IV.6
Recruitment
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Why ?
We want to attract and recruit the best talents.
For whom ?
What ?
1. We should first and foremost offer the open positions to our internal talents at Groupe level.
To that end, we should use our internal tools.
2. We should offer jobs to external candidates when we cannot cover them with internal talents.
We should use social networks, professional networks, specific job boards, rather than head
hunters or recruitment firms.
3. When we cannot avoid using a recruitment firm, the business unit must ensure the following:
- The use of recruitment firms with which Procurement has negotiated is compulsory for all
support function (finance, HR, legal…) and strongly recommended in other cases ;
- Any use of recruitment firms must be authorized by the Business Unit CFO and Business
Unit HR if applicable or informed to Brand Head of Human Resources.
- No use of recruitment firm can be authorized unless for a senior position.
- Recruitment firms, where authorized, should be on a contingency basis/success based fees
only, except in the case where the required skillset is specialist and unusual in nature
Avoiding conflicts of interest

While recruiting the best people, we must ensure that we prevent any conflicts of interest arising
and must not:
• recruit employees from any Publicis Groupe client without the prior written approval of the
CEO at the lead Groupe Business Unit of that client (who must also ensure that the client
agrees),
• recruit employees to work on a Publicis Groupe client account from either one of that client’s
competitors or from a non-Groupe agency which already works for that client (or its
competitors) unless the client agrees, and
• recruit spouses or close family members of current Groupe employees without the Brand
CEO’s prior approval. Recruitment of spouses or family members of executives of a Groupe
client must follow a similar procedure as for recruitment of client employees themselves.
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IV.6
Recruitment
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Within our Groupe family spirit must prevail and, for example:
• recruitment of former employees of another Groupe Business Unit or Brand must not occur
without a prior discussion with the other Groupe Business Unit’s or Brand’s management. If
the former employee was dismissed, or if he received a severance payment, the written
agreement of his former Brand CEO and Brand Head of Human Resources is required,
• intra-Groupe mobility is encouraged, however all transfers take place in a transparent family
manner:
o actively poaching staff from other Groupe Business Units (using headhunters for
example) is not family.
o intercompany transfers/promotions must be cleared in advance by the CEOs of
both Business Units involved before contracts are signed (or, if they cannot agree,
by the respective Brand CEOs).
Specific approvals
For the following individuals specific approvals must be obtained:
• for Key Executives, the entire compensation package must be approved by the Groupe
General Secretary.
• recruitments to, and promotions to, Brand Executive Committees, the P12 and Groupe
Officer positions must be cleared in advance by the Groupe Chairman & CEO,
• recruitment, promotion, or termination of certain Brand financial executives (Brand CFOs
and their main “reports”) must be cleared in advance by the Groupe CFO.
• recruitment, promotion, or termination of certain Brand HR executives (Brand Heads of HR
and their main “reports”) must be cleared in advance by the Groupe General Secretary.
Who ?
Business Unit and Brand CEOs and Brand Heads of Human Resources.
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IV.7
Termination
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Why ?
Sometimes we need for various professional reasons to ask people to leave the company. The
procedure is meant to protect the company against risks and to act with human respect.
For whom ?
What ?
Difficulties, dissatisfaction, wrong doings and bad behavior must be documented all along. Our
talents must know in advance when they are not working according to the rules or minimum level
of satisfaction. They must be warned of the risks if they do not correct their behavior or quality of
service.
• Dismissal of an employee must be undertaken in accordance with the legislation and
employment regulations of the country in which the Business Unit operates,
• Dismissals should be conducted with compassion and professionalism,
• Business Units should ensure that there are always two people in the room representing the
Business Unit during dismissal and related meetings and that full notes are taken in order to
ensure that the content of such discussions can be supported in the event of any subsequent
legal dispute,
• The employee should be allowed the option of having another person in the meeting to advise
or counsel them when terminations are being undertaken,
• No employee may have his/her employment terminated by reason of age, gender, nationality,
religion, sexual orientation or race (exception being applicable retirement age as defined by
local laws and/or employment regulations),
• All termination payments for Key Executives must be authorized in writing by the Brand CFO,
the Brand Head of Human Resources and the Groupe General Secretary,
• No contract or agreement should include change of control clauses.
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IV.7
Termination
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How ?
The different approvals required are summarized below:
No. of persons > Euro 100,000 > Euro 300,000 > Euro 1,500,000
1 person Brand CFO and Brand Groupe General N/A
Head of HR and Groupe Secretary, Groupe CFO
General Secretary simultaneously
More than 1 person Brand CFO and CEO Groupe CFO under V.5 Groupe CEO and
under V.5 CFO
1 or more persons N/A Groupe General Groupe General
> Euro 100,000 and Secretary, Groupe CFO Secretary, Groupe
restructuring plan simultaneously CFO and Groupe
> Euro 300,000 * CEO simultaneously
* Example: 10 employees including one employee with severance of Euro 200,000,
total plan Euro 700,000.
Terminations payments under a restructuring plan are also subject to rules in V.5.
Business Unit and Brand CFOs must ensure that costs of termination are correctly accounted for
in the specific HFM™ accounts allocated for this purpose.
For employees previously transferred between Business Units, with a termination cost greater than
Euro 150,000 and only up to 24 months after the date of transfer:
• Termination costs up to Euro 100,000 are borne by the current employer,
• the portion of termination costs in excess of Euro 100,000 is borne by each Business Unit in
proportion to the period of employment.
Terminations in respect of Brand Executive Committee members, P12 members and Groupe
officers must be cleared in advance by the Groupe Chairman & CEO and the Groupe General
Secretary.
Who ?
Business Unit CEOs, Brand Heads of Human Resources.
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IV.8
Freelancers
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Why ?
We need to work with freelancers. We must respect them and their work and, at the same time, we
must protect us by respecting rules and procedures.
For whom ?
What ?
1. The use of freelancers must be in last resort. We must use our talents productively.
2. We must use our internal talents beyond the business unit, the brand, to the benefit of the
extended Groupe.
3. If we absolutely need to use freelancers, some basic rules must be followed:
- Freelancers must be used on a sporadic approach for a limited time or task. Anything that
would give the impression that the job is permanent is forbidden as it creates serious social,
legal and tax risks.
- Freelancers are outside suppliers used for a limited period of time and cannot act on behalf
of the business unit.
- Freelancers must have an appropriate freelance contract reviewed by the legal department.
Freelancers must be hired only for a specific task, mission on a temporary basis and there
must be a period of vacancy of at least 3 months between each mission. They should not
receive specific employee attributes such as company car, company e-mail…
- No individual will have a double status as employee and freelancer (notably, no CEO nor
CFO nor individual with administrative function can be freelancer).
- No freelancer will have a delegation of power to represent the Business Unit or the Brand
or a power to sign legal documentation on behalf of the Business Unit or of the Brand.
- Freelancers must be given a complete understanding of the requirements for protection
and disclosure of information as per the client contract and sign any appropriate non-
disclosure either from the Groupe or from the clients.
- Business Unit CFOs and Business Unit HR are both responsible to analyze and review
together, on a case by case basis, the roles, contracts and status of freelancers and identify
if they need to use freelancers or hire permanent employees. .
If there is a situation where it could be considered that a freelancer is acting as an employee, this
must be shared immediately and simultaneously with Brand HR, Brand CFO, and the Groupe Tax
Director in order to find the appropriate solution. In case the freelancer should be converted into
an employee, the compensation package will have to be carefully reviewed by Business Unit HR
and CFO and there should not be any automatic gross up of the compensation. Contracts must be
aligned with the operating procedures set for employment contracts (see IV.3).
Who ?
Business Unit CEOs, Business Unit CFOs and Business Unit HR.
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IV.9
Maurice Lévy Travel
Why ?
In a company of our size, with so many different brands, we need rules to protect our employees
when they travel and harmonize travel conditions.
For whom ?
What ?
American Express Business Travel (AEBT) is the mandatory Global Travel Management Company
of the Groupe. Any general question regarding this partner should be addressed to Global
Procurement Team.
All travel booked through AmEx (AEBT) and paid by the company must be for business purposes
only.
The current geopolitical situation or health issues lead us to ban some destinations on a temporary
basis. Please check the list before traveling. It is for the safety and security of our employees.
For business continuity purposes no more than three Key Executives can travel together on the
same plane at any time. In addition no more than one P12 member shall travel on the same plane
at any time, and there shall be no more than 10 employees of the Groupe on the same plane.
Economy Class must be purchased unless flights are for more than 4 hours. First Class air travel
should never be purchased
Business Units may apply stricter policies.
Hotels must be booked below the cap rate set per market, a list of which are available from Global
Procurement team.
Any request for travel must receive positive email or electronic approval from the employees
named supervisor and there must be no travel advances, nor Per diems
(Per Diems are set amounts per day for people whilst traveling that receipts are not required for)
unless required under local legislation.
Exception to these rules (requested by a client, for example), may only be accepted with the
authorization of the Groupe General Secretary.
Who ?
Brand CEOs and business unit CEOs.
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IV.10
Mobility
Maurice Lévy
Why ?
The complexity of managing a globally mobile workforce in the context of dynamic immigration
and tax environment make it impossible to define a single mobility policy for all Business Units
and Brands. The Groupe’s objective is to ensure compliance with immigration, tax, social security,
and employment regulations in all jurisdictions in which all Business Units and Brands conduct
business.
We need to help best talents to move in order either to grow their experience or to develop skills
in a different entity, different country.
For whom ?
What ?
All Groupe Brands and Business Units and their employees must:
• comply with all legislation and regulations in the countries in which they conduct business;
• follow these rules and procedures to protect the Groupe’s valuable reputation;
• prevent exposing the Groupe, the local management and its employees to prosecution and
fines due to noncompliance.
Regarding destinations, same restrictions apply to this policy as to the Travel policy (see IV.9).
In order to determine in advance any immigration requirements and whether the intended cross
border travel will subject the Groupe to any immigration, legal, social security, personal or
corporate tax compliance or exposure, as part of the travel initiation process, employees must
provide Brand HR information about the planned travel.
Brand HR will then contact the host country Shared Service Center that will be in charge of
assessing the ability to meet immigration requirements and to determine compliance requirements,
risks and costs.
In cases where the cross border travel is to a country where the Business Unit or Brand does not
have an established entity/branch, Brand HR will conduct a more comprehensive risk/reward
assessment of the travel or project. In such cases, additional information may be requested.
Who ?
Brand CEOs and Business Unit CEOs and all Key Executives are responsible for complying with
this policy.
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IV.11
Expense Claims and Use of

Maurice Lévy Corporate Credit Cards
Why ?
We must make sure that expenses are rigorously claimed and justified.
For whom ?
What ?
Expense claims
Expense claims must be approved by the employee’s immediate superior in writing or through an
electronic Travel & Expense tool where applicable. A Business Unit CFO or Brand CFO should
authorize Key Executives’ expenses.
Airline flights and rail trips must be purchased through American Express, the Groupe’s global
travel management company. All other expenses, including hotels, rental cars, etc, must be initially
paid directly by the employee and reimbursed, following approval.
Appropriate receipts and documentation (sufficient for the purposes of local tax legislation)
should be attached to expense claims permitting their control by in-house finance staff and,
potentially, Groupe Internal Audit (for items where receipts are unavailable such as tips, a
reasonable allowance will be undertaken).
Submission of falsified expense claims or charging a Groupe Business Unit for personal
expenditure will lead to dismissal of employees. Global Procurement maintains the list of items
allowed / not allowed for reimbursement, which is available to all.
Use of corporate credit cards

The Groupe has contracted with American Express Corporate Card (AMEX) which is the sole
corporate credit card provider for all Groupe Business UnitsBusiness Unit CFOs must ensure that
Business Unit personnel incurring significant travel expenses use this corporate credit card
program.
Under Groupe rules, a corporate credit card is an individual liability credit card held by a Groupe
employee, sponsored by a Groupe Business Unit that debits directly on the employee’s personal
bank account or, in any case, is paid directly by the employee to AMEX. It is strictly prohibited to
open a corporate card for an individual who is not a permanent employee of the Groupe.
This program is for the sole use of the employee to which they are issued and may only be used
for business expenses.
Business Units and Brands are formally prohibited from physically issuing any other form of
corporate credit cards, i.e., those which debit directly on a Groupe bank account without the
express written authorization of the Groupe CFO.
Any exception to this rule (Meeting Card, Purchasing card, Business Unit working for a competitor
of AMEX) must be requested via the Global Procurement Team and must be approved by the
Groupe CFO.
Who ?
Business Unit CFOs with support from the SSC Procurement department if necessary.
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IV.12
Maurice Lévy Harassment & Workplace

Violence
What?
We want all our operations to be the best place to work in. We must create a safe environment to
avoid situations that can lead to harassment and workplace violence. We will strictly punish such
behaviors.
For whom?
All employees
What?
Harassment
Publicis Groupe strictly prohibits any abusive, harassing or offensive conduct, whether verbal,
physical or visual. Examples include comments based on gender, racial or ethnic characteristics and
sexual advances.
Publicis Groupe forbids all forms of harassment whether the harasser is a supervisor, co-worker,
consultant, vendor, client or other third party with a business relationship with a Business Unit.
We ask all our people and partners to comply with those strict rules.
When presenting a complaint of harassment, employees should promptly contact their local HR
department, the Legal department or their immediate supervisor. If they are not comfortable in
doing so, they should contact the Groupe General Secretary. Prompt investigation of any report
will be performed and prompt remedial action will result from any complaint if the investigation
reveals that the complaint has merit. Business Units should set any additional specific rules in
relation to harassment that are required in order to comply with local legislation or regulations.
Workplace Violence
Every employee, notably of Business Unit CEOs and HR Directors, must help identify situations
in which workplace violence, such as threats or acts of violence against employees and/or property,
is occurring or might occur. In front of a situation where there is a potential for or likelihood of
violence, Business Unit CEOs and HR Directors must take suitable precautions to eliminate or
minimize risks in preparing to handle it.
Any person who threatens to commit or actually engages in a violent action on Groupe property
will be removed from the premises as quickly as safety permits, and will remain off Groupe
premises pending the outcome of an investigation into the incident.
Who?
Business Unit CEOs and Brand CEOs, Brand Heads of Human Resources.
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V. The Publicis way for change
Publicis is a growth success story in an ever-changing environment. We

must be flexible enough to seize opportunities going forward. At the same
time, we must have strict rules to protect our organization, both from a
financial and legal standpoint.
This chapter will detail the way we remain flexible and we change:
1. Merger & Acquisition
2. Changes to Groupe Legal Structure
3. Capital Expenditure
4. Disposal of Tangible Assets
5. Restructuring
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Chairman The Publicis way for change
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V.1
Mergers & Acquisitions

Maurice Lévy
Why ?
We want to have an efficient M&A process that enables us to seize interesting opportunities and
successfully integrate them, while ensuring strategic consistency.
For whom ?
This policy applies to all legal entities that are either wholly or majority controlled by the Groupe.
This policy addresses all transactions that involve the acquisition, divestiture, restructuring, transfer
or valuation of equity, revenue-generating assets, client portfolios, business goodwill or legally
registered intangible assets.
It does not apply to transactions involving the equity of entities which are 100% owned by the
Groupe.
What ?
The M&A strategy is determined by the Groupe’s strategy.
Whether targets are proposed by a Brand or brought to its attention by the Groupe, the Brand
must ensure that the potential acquisition is in line with its strategic plan, its commitment and the
Groupe’s strategy.
No external adviser (including for the purpose of screening relevant markets) can be appointed
for M&A purposes without the approval of the M&A Department.
It is expressly prohibited for Brand management to make any commitments (verbal or in writing)
to the potential target or to sign any documents whatsoever (confidentiality agreement, term sheet,
etc.) before receiving approval from the M&A Department.
In particular, No side letter or commitments other that those contained in the M&A Transaction
are authorized. Any exception to this rule must be approved by the M&A department, the Brand
CEO, the Brand CFO and the Groupe CEO.
Any issuance of side letters or commitments that has not been approved as required under this
rule may lead to the dismissal of the issuer and possible legal action
How ?
Step 1 - Notification
As soon as a Brand or Business Unit intends to carry out an M&A transaction, it must notify the
Groupe M&A department irrespective of the size of the transaction or any other criteria.
Notification should include the name, location and a brief overview of the planned integration plan
of the potential target before any contact with the potential target.
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Step 2 - Preliminary Target Evaluation (or “Deal review memorandum”)

Once notification has occurred, the Brand prepares a Preliminary Target Evaluation (“PTE”).
The PTE is a brief description of the potential deal, the target company’s marketing discipline and
expertise, its size in relation to the market, its key people, its key clients and potential client
conflicts, basic financial data, valuation range and description of how it will be integrated into the
Brand’s service offering, including an estimate of integration costs.
The Brand must allow 10 working days for M&A Department review of the PTE.
The M&A Department must consult with the Groupe Chairman & CEO to obtain his initial view
concerning the appropriateness of the target and viability of the integration plan.
If approved, a Deal Team, including the Brand CEO (or his representative), the Brand CFO and,
in all cases, a member of the M&A Department, is formed to pursue the transaction.
Step 3 - Initial Exchanges of Documents and Business Due Diligence

In the majority of cases the target will require that some form of contractual document be signed
before entering into discussions or allowing business due diligence to occur (depending on the deal
this may be a Confidentiality agreement, a Non-disclosure agreement, a draft non-binding term
sheet or any combination of these or similar documents).
All such documents must be reviewed and approved in detail by the M&A Department prior to
signature. Brands should allow seven working days for the M&A Department’s review.
The deal team should then carry out business due diligence. The information gathered will guide
the structure of the transaction, including valuation.
At the end of the business due diligence the Deal Team should be in a position to prepare a draft
Letter of Intent subject to the decision made in Step 4.
Step 4 - Go/No Go decision by Groupe headquarters

On the basis of discussions with management, the PTE and business due diligence the Deal
Team prepares information to enable a “Go/No Go” decision to be taken by Groupe CEO.
No binding correspondence should be entered into with the target company prior to the
“Go/No Go” decision. If a “Go” decision is taken, the Groupe M&A Department informs the
Groupe CFO of the likely timing and amount of future funding requirements.
Step 5 - Negotiations with the target company

After the “Go” decision, the Deal Team and/or the M&A Department will drive discussion for
structuring final deal terms with the target and will work with Tax Director to determine the
intended tax structure of the deal. This process will generally lead to an agreed Letter of Intent
subject to financial, tax, legal and human resources due diligence.
Step 6 –Financial, Tax, Legal and Human Resources due diligence and contracts
Appointment of accountants to perform due diligence is systematic and external legal advisers will
also generally be appointed. Any external accountants are appointed by the Groupe CFO at the
request of the M&A Department. Groupe General Counsel appoints and negotiates the fees of any
external legal advisers. Human Resources are covered by Groupe HR with assistance of Legal
Department and specific Advisors as necessary.
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Deal terms and valuation will be reassessed by the M&A Department in liaison with the Deal Team
in the light of due diligence findings. The M&A Department will co-ordinate drafting of all
contractual documentation, in liaison with the Deal Team, engaging local legal counsel as necessary
(in coordination with the Groupe General Counsel).
Purchase agreements in respect of majority shareholdings should include clauses in respect of the
following matters:
• paying Publicis Groupe Advisory Service Fees and dividends at the level set by the Groupe,
• reserving the right to relocate agency to a new location (including shared Groupe offices),
• moving administrative activities to a Shared Service Center (including timing on a
commercially reasonable efforts basis),
• obligation to use products and/or services provided through Groupe procurement (including
the purchase of hardware and software and the booking of travel),
• moving to cash pooling as and when the Groupe considers appropriate and to the extent
possible, and
• ensuring that previous external auditors resign and that one of the two audit firms who
perform the Groupe’s statutory audit (on the basis of a Publicis Groupe Audit Committee or
Groupe CFO decision) is appointed. Also agreeing to the audit scope determined by the
Groupe and paying any incremental fees that any increase in audit scope may entail.
Employment or service agreements required to retain sellers who are also employees and, to the
extent possible, non-selling key personnel, should be signed in conjunction with signing of the
Purchase Agreement. Such employment or service agreements should contain non-competition,
client and staff non-solicitation and confidentiality covenants.
Step 7 - Signature of Purchase Agreement

Signature of Purchase Agreement takes place after all parties have approved the legal
documentation.
The purchase agreement cannot be signed until the Acquisition Check List (Appendix 1) has been
completed by the M&A department and has been reviewed by Groupe Finance and Groupe HR.
The Acquisition Check List covers financial, treasury tax and HR due diligence matters. Should any
other specific accounting or tax issues (i.e. finance lease, commitment to purchase, guarantees to
third parties,) arise, it should be added to the Acquisition Check List. The Acquisition Check List
must be validated by the Groupe CFO before the Groupe CEO is requested to approve the
transaction. The M&A Transaction Form (template attached as Appendix 2) must be signed off by
the Brand CEO and Brand CFO, the M&A Department, the Groupe CFO, the Groupe General
Counsel and the Groupe Chairman & CEO. It must be communicated to Groupe Treasury to
enable treasury to prepare payments to be made on closing and the Groupe Communication and
Brand Communication Departments to prepare announcements.
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In the specific instances of earnouts and buyouts, there is no requirement to sign an M&A
transaction form. In such instances, only an “Earnout and buyout form” must be signed.
Step 8 - Closing
Once all conditional clauses identified in the Purchase Agreement have been resolved closing can
take place. After closing, the M&A Department will coordinate the filing of all legal, tax and
accounting documentation, the completion of HR transitions, PR announcements and internal
communications. No changes can be made to contractual agreements after the closing without the
agreement of all of the Groupe officers referred to in step 7 above.
Step 9 – Completion Accounts, Actual Reporting, and Commitment

It is the Brand’s responsibility to ensure all information is given to Groupe Finance in order to
validate the creation of the newly acquired entities in HFM™. The creation must happen in the
month of acquisition or latest 1 month after the acquisition.
It is the Brand’s responsibility to ensure that newly acquired companies are integrated in a smooth
fashion promptly following the closing. This includes (a) ensuring that Janus and the post-closing
actions contained in the Share Purchase Agreement are applied, (b) coordinating the transition to
the relevant Shared Service Center(s), (c) ensuring a seamless IT migration and (d) exploring
whether to move the newly acquired agency to rationalize the use of shared Groupe space.
The Opening Balance Sheet of the first month of reporting should be based on the Balance Sheet
of the Completion Accounts in the opening Balance Sheet for the first month of reporting. Based
on the Share Purchase Agreement, the M&A Department ensures that the Net Asset Value review
is performed by an external Audit firm and conclusions shared with Groupe Finance as to amend
the Opening Balance Sheet accordingly, if necessary.
All adjustments to the Opening Balance Sheet must be approved by Groupe Finance Department.
This specifically includes Intangible Assets (Janus II.03.01) and Goodwill (Janus II.03.02)
recognition.
The first Commitment submitted by newly acquired entity must be at least aligned with the
business plan approved by the Brand at the time of the acquisition.
Where there are differences between the local general ledger and reporting in HFM, an action plan
should be put in place by the Business Unit, in liaison with the SSC where applicable, to clear the
differences asap.
On-Going Monitoring
The Brand CFO will provide the Groupe CFO and the M&A Department with financial
information relating to the management of the agreement going forward (i.e., Earn-Out, Buy-Out,
etc.).
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In liaison with the Brand CFO, the M&A Department will perform the following work in relation
to completed deals:
• monitor the terms of the agreement, in particular critical notice periods for Put/Call options,
• confirm financial indicators (EBIT, EBITDA) that will be used as the basis for determining
contractual payment of a performance related nature (earnouts, etc.),
• calculate and coordinate payments for any amounts due to the target company under the
contract, and
• Co-ordinate with the Groupe CFO in analyzing any financial exposure on Put obligations and
future contingent liabilities and in accounting for off-balance sheet commitments.
Commitments to the target not incorporated in the purchase agreement (side letters, etc).
Who ?
Brand CEOs and CFOs , Groupe M&A Department.
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Appendix 1
Acquisition Check List
Specific topics to be reviewed by Groupe Finance before signature of the M&A Transaction Form
(in addition to the standard Financial and Tax Due Diligence scope of work)
Project Name:
Reference
Brand / Country: to attachment
Financial Due Diligence

Revenue Recognition – Gross vs Net __
• Review of main contracts in order to understand if the target acts as an agent or as a principal
• Bridge from the Billings to the Net revenue as follow:
+ Billings
+ < Cost of billings>
+ < Out of pocket expenses>
+ < Sales tax >
= Net Revenue
Presentation of the P&L using Publicis Groupe / IFRS Format from Revenue to Net Income __
In particular Operating Margin (value and % of revenue) which is equal the Operating Income excluding:
• Amortization of intangibles arising from acquisitions
• Impairment charges
• Gains and losses realized on the disposal of assets
Share Based Payment, if any __

Defined Benefit Plan, if any __
Business Plan
Existence of detailed integration plan – Description and associated costs __
Validation of the integration plan by Brand management __
Post-acquisition Capex plan (to be included in the Business Plan) __
Business Plan reviewed by the Brand including systematically the cost of integration plan __
Current year forecast including post acquisition adjustments (integration costs, severance, savings…) __
Rationalization of the acquisition price for 100% based on business plan validated by Brand management __
Calculation of Internal Rate of Return __
Share Purchase Agreement and other agreement signed at the time of acquisition
Review of EO and BO clauses, if any __
Review of EO and BO clauses fortreatment in Operating Income, if any __
Review of shareholders agreement if any __
Review of clauses relating to the control of the entity post acquisition (voting rights, board structure…) __
Tax
Validation by the Groupe Tax Director relating to the following items:
The Publicis acquirer __
The acquisition structure __
The tax guarantees __
Treasury – Funding
Decision on funding type: equity / loan (internal or external)/shares __
The financing structure __
Human Resources
Signature of employment contracts (for sellers employed by the company) __
Existence of non-competition and non-solicitation clauses __
Signed contracts in place to retain key employees __
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Appendix 2
M&A Form
M&A Transaction Form
1 - General information
1.1 Name of target entity
1.2 Nature of transaction
1.3 Acquisition price (or equivalent) and percent acquired
1.4 Equity value (acquisition price/percent acquired)
1.5 Enterprise/Firm value (Equity value + net debt)
1.6 Approximate cash outlay At closing (KE): Year N+1 (KE): Year .. (KE):
1.7 Brand
1.8 Deal team: Brand CEO
Brand CFO
Other Members
1.9 Group corporate entity acquiring or merging
Deal Team Signature Date
2 - Summary of performance of diligence prior to Group "go - no go" decision
2.1 The envisaged transaction is in accordance with the brand's M&A strategy as approved by the Publicis Groupe
CEO.
2.2 The deal team notified the Group M&A Director of its consideration of the target before commencement of any
evaluation, discussions or due diligence.
2.3 A Preliminary Target Evaluation (as described in PCP I.04.01) was provided to the Group M&A Director prior to
entering into any confidentiality agreement with the target.
2.4 Adequate business due diligence was performed.

2.5 A Deal Review Memorandum (as described in PCP I.04.01) was provided to the Group M&A Director prior to
entering into any commitments with the target. This deal review memorandum is attached hereto.
3 - Brief summary of deal success factors and potential risk areas

Key Success Factors for Deal Key Risk Areas for Deal
List major items and likelihood List major items and any mitigating factors
4 - Brief summary of Key Financial indicators

Previous year (actual) Current year (budget) Next year (forecast)
Revenues (Hyperion line RV40T)
Net income before tax (Hyperion line NI102T)
Net income after tax (Hyperion line NI101T)
Cash Flow from operating and investing activties (Hyperion totals TAD &TDD)
Enterprise/Firm value expressed as a multiple of revenues x x x

Equity value expressed as a multiple of net income before tax x x x
Equity value expressed as a multiple of net income after tax x x x
Enterprise/Firm value expressed as a multiple of cash flow x x x
Deal Team Signature Date
5 - Summary of performance of diligence prior to signature of purchase agreement
5.1 Written agreement of the M&A Director to proceed was obtained before opening of any negotiations with the
target company.
5.2 External legal counsel and auditors were chosen or approved by the M&A Director and other Corporate officers
5.3 Full due diligence was completed prior to signature of the purchase agreement
6 - Confirmation of accounting treatment of earnouts / buyouts Compensation Acquisition price

Do payments for continued presence to sellers/key managers represent compensation or acquisition price?
Sign off of Group consolidation department on accounting treatment to be adopted
Group consolidation department manager
7 - Confirmation of completion of required diligence before signature of purchase agreement
We understand the above information and attached documents to be accurate to the best of our knowledge. We acknowledge responsibility for the deal's financial
and strategic rationale and for future integration of the target into the Group, including measuring the deal's returns. We confirm that all above diligence was
performed before signature of the purchase agreement.
Brand CEO Date: Brand CFO Date:
Mergers & Acquisitions Department Date
Groupe Chairman & CEO Date
Groupe General Counsel Date
Groupe CFO Date
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Legal Structure
Why ?
We want to actively reduce the number of legal entities within the Groupe in order to reduce
compliance costs, reduce risks and allow tax planning.
For whom ?
All legal entities in the Groupe, including all Business Units and Brands.
It does not apply to acquisition of businesses from third parties or to the recapitalization of
subsidiaries with net equity problems.
What ?
Merger, liquidations or any other reduction in number of legal entities are actively encouraged by
the Groupe policy. Hence, the Creation of new legal entities and the registration of new branches
or representative offices of existing legal entities, in another country, or registration of any other
form of permanent establishment, must only be realized in case of absolute necessity.
How ?
Before creating such entity, Brand CEOs and CFOs must check with the local SSC if another
solution, can be implemented, using a Groupe’s already existing entity,
If not, Brand or Business Unit management must obtain prior approval for incorporation or
establishment from the Groupe CFO and the Groupe General Counsel.
The approval request for any new legal entity/branch/representative office must include the
business rationale for such a separate entity (explaining why the proposed activity cannot be carried
out by an existing entity), the proposed business plan and pro-forma accounts for the first three
years together. Additionally, the following information will be needed: country of incorporation,
proposed name, principal place of business, business locations, capital structure, shareholders,
capital contributions (cash, property, business), number of shares, par value per share and proposed
directors and officers.
As the choice of the new entities’ parent company has important tax implications, this decision
must be made by the Groupe Tax Director
Once the creation of a new legal entity/branch/representative office granted, the Groupe General
Counsel will instruct local counsel to create the entity or register the branch or representative office
in coordination with the relevant Brand or Business Unit CFO.
Transfers of entities or revenue generating assets (goodwill, etc.) within the Groupe should be kept
to a strict minimum, as Groupe Financial Reporting is completely independent of the Groupe legal
structure. The prior approval of the Groupe Tax Director is required regarding the principle of the
transaction, its price, the proposed legal structure, etc.
Who ?
Brand and Business Unit CFO’s.
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Capital Expenditure
Why ?
We want to make sure that capital expenditures are tightly controlled and focused on projects that
bring value to the Groupe.
For whom ?
What ?
Capital expenditures must be tightly controlled and limited. As a general guideline, capital
expenditure should be less than 1% of revenues and Business Unit’s depreciation expense should
decrease, or, at worst remain stable, as a percentage of revenues on a year-on-year basis.
• The Groupe should leverage its purchasing power as much as possible,
• This policy applies to all Business Units except startups in their first 3 years of operation.
It also applies to assets obtained under Finance leases (lease under which substantially all the risks
and rewards of ownership are transferred to the lessee)
Specific additional rules and authorizations exist for IT Capex and leases.
How ?
Commitment process
Capital expenditure is part of the annual Commitment process.
Business Units must submit capital expenditure budgets to the Groupe Finance department at the
first Commitment submission. Such budgets must be structured by project and are subject to the
same levels of control (Brand, Groupe, “Directoire”, etc.) as other components of the annual
Commitment. The breakdown by project must include a ranking as to the relative importance of
each capex project and the payback on each investment.
The approval of capital expenditure budget does not constitute a green light to spend. It is a budget
that authorizes to work on projects. Then each project must receive appropriate authorization.
Approval procedure
Before committing capital expenditure on a project in an amount greater than Euro 100,000,
Business Units must obtain approval from:
• the Regional SSC IT Director for IT expenditure,
• the Head of Real Estate management in the SSC for Leasehold Improvement (LHI)
expenditure,
• the Brand’s CFO for expenditure of between Euro 100,000 and Euro 300,000,
• the Groupe Finance department for expenditure of more than Euro 300,000.
These approval thresholds may be reduced by the Groupe at any time.
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Capital Expenditure
This is obtained through completing and signing the “Capital Expenditure Approval Form” which
requires details concerning:
• the Business Unit making the request,
• the value and type of expenditure envisaged,
• risk and success factors,
• any incremental cash flows expected, etc.
Business Units must allow 10 working days for the Groupe Finance department to review Capital
Expenditure Approval Forms. Acceptance of the approval request must be in writing to be valid.
Absence of a response within 10 days does not imply that the capital expenditure request is
accepted.
Disaggregating large projects into several small projects in order to lower, or avoid, the level of
approval required under the above policy will be viewed as serious misconduct.
The Groupe discourages recourse to equipment leases as they are generally more expensive over
time than actually purchasing the equipment. Use of equipment leases to avoid this approval
procedure (through their being designated operating leases and not finance leases) is inappropriate.
Lastly the Groupe reserves the right to freeze commitment of capital expenditure in all Business
Units and Brands at its sole discretion in cases where results and cash generation are not delivered
or reset approval thresholds at any point of the year.
Who ?
Business Unit CFOs Brand CFOs.
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Disposal of Tangible Assets
Why ?
We want to protect our financial interests by setting clear policy for disposing of tangible assets.
For whom ?
What ?
Disposal of real estate assets
Any disposal of real estate belonging to the Groupe must be conducted by the Groupe Head of
Real Estate and the Groupe CFO. No negotiations to dispose of real estate should start without
the formal approval of the Groupe CEO.
Disposal of other assets

Approval of disposals or write-offs of other tangible assets:
• must be obtained from the Brand CFO for assets whose original book value was greater
than Euro 100,000 and
• must be obtained from the Groupe CFO for assets whose original book value was greater
than Euro 300,000.
How ?
For real estate assets, in order to obtain approval Business Units should submit:
• details of the estimated selling price, and resultant pre-tax capital gains or losses for Groupe
reporting purposes,
• details of any tax charges which will arise,
• costing for alternative rental expenditure (if the property asset housed Business Unit
activities), and
• at least two valuations by reputable international estate agents.
Who ?
Business Unit CFO / Brand CFO.
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Restructuring
Who ?
We want to minimize the risks that can derive from a restructuring operation by setting the right
rules.
For whom ?
What ?
A restructuring plan is defined as a plan involving a cost of more than Euro 100,000 in aggregate
under which employees are made redundant by a Business Unit. If other restructuring costs such
as vacant space and leasehold write-offs bring the aggregate cost to over Euro 100,000, the plan is
also considered to be a restructuring plan.
How ?
The Groupe has defined specific authorization and reporting procedures for restructuring plans.
Preparation and authorization of an “R form”

The Business Unit CFO must prepare and sign an “R form” (first page attached in Appendix 1)
summarizing:
• key Business Unit data and details of the headcount, severance, vacant space and write-offs
covered by the plan,
• the plan’s costs, details of severance by employee, estimated savings and payback over a three-
year period, distinguishing between cash and non-cash items. Projects that are mainly
comprised of severance of employees should have a payback period of less than one
year. Detailed breakdowns of the plan’s costs must be provided. As regards severance, a
clear distinction must be made between the individual’s contractual/legal
entitlements and any amounts over and above such entitlements. All relevant pages of
the appendices must be completed and submitted at the same time as the R form,
• amounts proposed by the Business Units for severance should be validated in terms of
country / Groupe practices with the SSC MDs, in countries where the SSC exists.
• approval of the “R form” must be in accordance with the order of signatures on the “R form”:
• approval of the Brand CFO and Brand CEO is required for restructuring plans with a cost of
more than Euro 100,000.
• approval of the Groupe General Secretary for individual severance amounts above Euro
100,000.
• approval of the Groupe CFO is required for restructuring plans with a one-time or annual
cumulative cost of more than Euro 300,000.
• approval of the Groupe Chairman and CEO is required for restructuring plans with a cost of
more than Euro 1,500,000.
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Business Units must allow one month for the Groupe headquarters to review the R forms.
Once the “R form” has been approved, Groupe Management, Brand and Business Unit
management are committed to delivering the plan and its associated savings and payback.
Execution of the plan should take place latest one month after approval.
No announcement to individuals should be made before the R form has been approved by Groupe
Management and/or Brand Management (depending on the order of signatures).
Accounting treatment of restructuring

Provisions for restructuring are only recognized in the normal course of business (i.e. purchase
accounting on acquisition is no longer possible). All restructuring costs are taken as a charge in
the P&L, impacting operating income.
A notice period, during which the employee works, should be reported in Salaries. Non worked
notice period should be reported in severance costs (see also Janus II.02.04).
Provisions for restructuring should be recognized by Business Units only once the restructuring
has been approved and, in the case of severance, announced to the individuals concerned.
Who ?
Brand CFOs.
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Appendix 1 (First page RForm):
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VI. The Publicis way to protect our interests
This chapter will detail the way we remain flexible and we change:
1. Groupe Communications
2. Financial Communications & IR
3. Litigation
4. Confidential Information
5. Insider Trading
6. Conflict of Interests
7. External Audit Process
8. External Auditors Independence
9. Internal Audit Charter
10. Groupe Internal Control
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VI.1
Groupe Communications
Maurice Lévy
Why?
As a communication company, we want to excel in our own external and internal communication
and ensure consistency between the Groupe, Business Units and Brands
Whom?
What?
External Groupe Communications
Strict and written coordination is essential on the following which must be cleared by the Groupe
VP Communications prior to issuance:
- win or loss of a major client account,
- changes in Key Executives of Brands or Business Units,
- restructuring or reorganization,
- all merger & acquisition activity
- generally all sensitive information.
External Communications by Business Units and Brands

Business Units and Brands manage their own communications and must comply with the
exclusions and authorizations set out above.
The only quantified data or figures relating to the Groupe that may be used are those appearing
in Groupe publications.
Every piece of communication broadcasted by a Groupe entity must always conclude with a
standard text stating membership of Publicis Groupe).
Who?
Brand & Business Unit CEOs.
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Financial Communications
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Why?
Financial communications are key. They have an impact on our stock valuation and the confidence
of shareholders, investors and, generally speaking, the financial marketplace. We must have strict
policies and behaviors to deliver honest, true and transparent communication. We need a strict
control of what is said to the market.
Whom?
What ?
Only the Groupe CEO and the Groupe CFO have the authority to publish overall Groupe
financial, strategic and commercial information.
Relations with financial markets (brokerage firms, sell-side analysts, asset management funds, buy-
side analysts) are exclusively handled by Groupe headquarters (senior management and Investor
Relations department).
Business Units are not allowed to get involved in any relationship with financial markets unless
required to do so by Groupe IR. Any question or request for information from financial markets
must be directed to the Groupe Investor Relations department in Paris. Participation by ALL
Groupe employees as a speaker in meetings, conferences, workshops, roundtables etc. sponsored
by securities firms or asset management firms (brokerage, investment firms, etc.) must be first
submitted to the Investor Relations Department for approval by e-mail.
This is a strict rule, including when the issue at stake has apparently nothing to do with stock.
Regarding the Groupe of its Business Units or Brands, the only public financial information
available for disclosure is that contained in Groupe’s press releases and the annual report. All these
documents can be found on the Groupe website (www.publicisgroupe.com). Any disclosure going
beyond this level of information is not permitted or requires the formal written approval of the
Groupe Investor Relations department.
In particular Business Units and Brands are not allowed to disclose their own individual financial
performance (billings, revenues, operating profit, net profit, cash performance, etc.) or to comment
on any of these subjects. Specific exceptions may be granted by the Brand CEO or the Brand CFO
in the case of new business pitches and in response to requests from existing clients (however
confidentiality undertakings should be obtained from recipients of such information).
The content of any external presentation (conferences, workshops, etc.) must be submitted to the
Groupe Investor Relations department prior to the event and cannot express Publicis Groupe
opinion nor disseminate any financial information but be restricted to technical or business matters.
Who?
Brand & Business Unit CEOs, Groupe Investor Relations department.
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Litigation
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Why ?
We want to protect the Group from legal risks and we therefore need to be informed of any
pending or threatened litigation.
For whom ?
How ?
The Groupe Tax Director follows tax litigations at Groupe level. The Groupe General Counsel
follows all other litigations (‘Non-tax’).
Tax Litigations and Tax Litigation reporting

The Groupe Tax Director must be informed immediately of tax litigations (see VII.9 – Tax : Audits,
Advisers, Planning and Provisions).
No Tax litigations can be commenced without approval from the Groupe Tax Director.
Each SSC (or Business Unit where SSCs do not exist) should prepare a tax litigation report twice a
year for existing litigations, as of the dates of the Groupe’s half year and full year results. Each
report is to be submitted to the Country Tax Manager and to the Groupe Tax Director.
The Groupe Tax Director presents the Tax litigations to the Groupe Chairman and CEO and the
Groupe CFO, as needed.
Non-tax Litigation instigated by a Groupe Business Unit

Lawsuits, arbitrations, or similar proceedings may not be instigated by any Business Unit without
the prior authorization of the Business Unit CEO and CFO. For a lawsuit including claims, or legal
fees, greater than Euro 100,000, the authorization of the Brand CEO and the Brand CFO must be
obtained.
No lawsuits can be instigated against international clients or their subsidiaries without informing
the WAD and obtaining the agreement of the Brand CEO and no lawsuit can be instigated against
one of the Groupe’s top 50 clients without the agreement of the Groupe CEO.
Authorization of the Groupe General Counsel is required if the lawsuit or proceeding concerns a
client, a former client or a Key Executive or if it includes a claim for Euro 300,000 or more. If the
commencement of such a lawsuit or proceeding is authorized and the amount claimed exceeds
Euro 300,000, the Groupe CFO and General Counsel must be kept informed of the action, its cost
and its outcome.
Non-tax Litigation brought against the Groupe by a “third party” or an employee

If a lawsuit, arbitration, governmental investigation or similar proceeding is brought against any
Business Unit of the Groupe, or if any Key Executive becomes aware of facts or circumstances
that may reasonably give rise to such actions, the Brand CEO and/or CFO must be informed prior
to any action or response being made.
The Business Unit CEO and CFO must closely supervise such action and legal advice must be
taken in all cases.
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The Groupe General Counsel (and the Brand Lead Counsel, if any) must be informed immediately
of any ‘non-tax’ lawsuit, arbitration or investigation taken against a Groupe Business Unit or Brand
if the amount claimed is Euro 300,000 or more. The Groupe General Counsel may request further
information or require that his authorization be given prior to any further steps being taken.
If the action involves in any manner a Publicis Groupe client or information related to a client,
careful consideration must be given to ensure that the Groupe complies with its contractual
obligations (if any) to inform the client prior to the release of sensitive information to the courts
or into the public domain.
‘Non tax’ Litigation reporting

A litigation report should be prepared four times each year by each Business Unit and submitted
to the Brand lead counsel (or if there is no Brand lead counsel, to the Brand CFO), with a copy to
the Groupe General Counsel. The report should be prepared as of the dates of the Hard Close and
final close of the Groupe’s half year and full year results. The Brand lead counsel (or Brand CFO)
should send a consolidated litigation report to the attention of the Groupe General Counsel.
The Groupe General Counsel submits a consolidated Groupe litigation report to the Groupe
Chairman and CEO, to the Groupe CFO and to the Groupe General Secretary, among others.
Who?
Business Unit CEOs and CFOs are responsible for compliance with this policy. The Brand Lead
counsel (or Brand CFO) and the legal department of the SSC are responsible for the preparation
of the Brand litigation report. The SSC is responsible for the preparation of the country Tax
Litigation report or the Business Unit CFOs in markets where there is no SSC. The Groupe General
Counsel is responsible for the oversight of all ‘non-tax’ lawsuits claiming an amount greater than
Euro 300,000 and for the preparation of the Groupe litigation report for submission to the Groupe
Chairman and CEO, to the Groupe CFO, and to the Groupe General Secretary.
The Groupe Tax Director is responsible for the oversight of all Tax litigations and for the
presentation of Tax litigations to the Groupe Chairman and CEO and to the Groupe CFO.
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Confidential Information
Maurice Lévy
Why?
We need to protect our clients’ confidential information. Strict guidelines must be respected.
Whom?
All employees
What?
Key Executives and employees may have access to confidential information (i.e., that is not part of
the public domain) about the Groupe, its business, its clients or its current/potential suppliers and
partners
Confidential information concerning the Groupe: please see section VI.5 on “Insider trading” and
section VI.2 for “Financial Communications and Investor Relations”.
Confidential information concerning clients, suppliers and business partners

Key Executives and all Groupe employees must not, under any circumstance, use such confidential
information in their own personal interest or disclose it.
Prior to authorizing any such disclosure of such confidential information, it is necessary to ensure
that the client has authorized such disclosure in writing and that such disclosure does not result in
the breach by the Groupe of any contractual obligations.
In a situation where applicable law requires the release of confidential information, it is critical,
prior to the information being released, that the client, supplier or business partner be made aware
of such a requirement to the extent permitted by law and that all contractual obligations in
connection with such disclosure be complied with. Any issue regarding disclosure of confidential
information should be reported to the Brand lead counsel or Groupe General Counsel.
When developing a campaign for a client, we have access to confidential information regarding the
product, its brand, launch dates, commercial or marketing objectives, etc. No one in our
organization has the right to disclose these pieces of information without the written authorization
of the client. As it is customary in our business, campaigns are often supported by communication
campaigns. We must be cautious and limit our comments to our work only.
Who?
All employees. Brand and Business Unit CEOs are responsible for compliance.
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Maurice Lévy Insider Trading
Why?
Insider trading is sensitive and may lead to wrong use of information. Strict rules are below.
For whom?
Any Groupe employee that could possess “inside”information
What?
General Principle:
For a Publicis Groupe employee who possesses “inside information” (an insider), the disclosure
of, use of or trade (directly or indirectly, for his own account or for the account of another) based
on such information could result in disciplinary action by Publicis Groupe, as well as
investigations by market regulators and law enforcement authorities in France and in other
countries which could lead to prosecutions resulting in substantial fines and imprisonment.
Inside information is any information of a precise nature that has not been made public, relating
directly or indirectly to one or more issuers of financial instruments, or to one or more financial
instruments, and which, if it were made public, would be likely to have a significant effect on the
market price of the securities of the company. Information concerning Publicis Groupe is deemed
to be public when it has been widely disseminated to the public by means of a press release issued
by Publicis Groupe and made available on its website.
1) Rules applicable to all employees of the Groupe

In compliance with applicable French laws and regulations, any employee of Publicis Groupe
who possesses inside information concerning Publicis Groupe must refrain from:
a. buying or selling, for his/her own account or for the account of others, directly or
indirectly, the shares or other securities of Publicis Groupe, as well as from exercising
options to purchase or subscribe to the shares of Publicis Groupe;
b. disclosing such inside information to any other person;
c. recommending that another person buy or sell, for his own account or for the account
of others, directly or indirectly, the shares (or other securities) of Publicis Groupe, or
exercise stock options.
These obligations to refrain apply to all employees, their spouses and children, and anyone else
living in their households and continue until the information is no longer inside information.
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Insider Trading
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2) Supplemental rules for employees on the lists of permanent or temporary insiders of

Publicis Groupe
Publicis Groupe is required to establish, update, and make available to the AMF upon demand, a
list of insiders – that is, a list of persons working in or for the Groupe who have access to Publicis
Groupe’s confidential information.
The Legal Department of Publicis Groupe has established and updates lists of insiders having
either permanent or temporary access to such information, as follows:
a) Permanent Insiders:
Permanent insiders are persons who have regular access, as a result of their positions, to inside
information about Publicis Groupe. Permanent insiders are divided into two categories:
- Persons who carry out the central supervisory and management functions of the
Groupe or its global brands or otherwise have regular access to inside information
about Publicis Groupe such as:
1. members of the Supervisory Board, of the Management Board, of the
“Directoire+”, of the “P12”, of the SLT, of Groupe’s central functions,
2. members of Brands Executive Committees, Brand CEO’s, Brand COO’s,
Brand CFO’s, Brand Regional CEO’s, Brand Regional COO’s, Brand Regional
CFO’s, and
3. CEO’s and Managing Directors, CAO’s and Country Treasurers of the Shared
Service Centers and their respective teams.
- Third parties who have an ongoing relationship with the Publicis Groupe which gives
them access to inside information.
b) Temporary Insiders:
Temporary insiders are employees of Publicis Groupe or third parties (lawyers, banks,
etc.) with intermittent access to inside information regarding Publicis Groupe. They may
not trade in the securities of Publicis Groupe as long as they possess such inside
information.
3) Preventive measures: black-out periods
Publicis Groupe has decided to set black-out periods during which permanent insiders working at
Publicis Groupe are prohibited from buying, selling and/or conducting any transactions with
respect to the securities of Publicis Groupe as well as exercising any stock options.
The black-out periods are as follows:

- From January 1 until the day after the publication of the annual results for each fiscal
year (generally in mid-February);
- From April 1 until the day after the publication of the results for the first quarter of
each fiscal year (generally in the second half of April);
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- From June 15 until the day after the publication of the results for the first half of
each fiscal year (generally in mid-July);
- From October 1 until the day after the publication of the results for the third quarter
of each fiscal year (generally in the second half of October).
The black-out periods apply only to insider trading (the prohibition against disclosing inside
information remains applicable throughout the year). At any other time of the year, permanent
insiders may trade in Publicis Groupe and exercise stock options and sell the underlying shares,
provided they are not in possession of inside information.
4) Sales of Publicis Groupe shares granted free of charge

Free shares granted to employees of the Publicis Groupe who are not permanent insiders must
not be sold during a period beginning 10 trading days prior to the publication of Publicis Groupe’s
consolidated financial statements and ending 3 trading days following this publication; and as
from the date on which the Supervisory Board and/or the Management Board were made aware
of inside information (for example, about a potential acquisition) and until the expiration of the
10 day trading period following the publication of such inside information.
Free shares granted to permanent insiders must not be sold during the period beginning on
January 1 and ending 3 trading days following the publication of Publicis Groupe’s year-end
results, or the period beginning on June 15 and ending 3 days following the publication of Publicis
Groupe’s first half results (sales after the publication of first and third quarter revenues are subject
to the black-out periods set out in section 3 above); and as from the date on which the
Supervisory Board and/or the Management Board were made aware of inside information (for
example, about a potential acquisition) and until the expiration of the 10 day trading period
following the publication of such inside information.
Black-out periods Starting Ending Estimated Dates
Permanent Insiders : January 1 the day after FY results release Jan. 1 - mid Feb.
- buy / sell shares (except for sale of April 1 the day after Q1 revenues release Apr. 1 - 2nd half Apr.
free shares - see below) June 15 the day after H1 results release June 15 - mid July
- stock options October 1 the day after Q3 revenues release Oct. 1 - 2nd half Oct.
Holders of Free Shares :
- permanent insiders January 1 3 days after FY release Jan. 1 - 2nd half Feb.
April 1 the day after Q1 revenues release Apr. 1 - 2nd half Apr.
June 15 3 days after H1 release June 15 - end July
October 1 the day after Q3 revenues release Oct. 1 - 2nd half Oct.
- others 10 days bef. FY release 3 days after FY release end Jan. - 2nd half Feb.
10 days bef. H1 release 3 days after H1 release end June - end July
Who?
Each employee is responsible for compliance with this policy. Brand and Business Unit CEOs
must take reasonable precautions to ensure that employees who report to them understand and
comply with this policy.
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VI.6
Maurice Lévy Conflict of interests
Why?
We want to prevent conflict of interests in connection with related party and related party
transactions.
For whom?
All employees
What?
Conflict of interest is a very sensitive issue and must be avoided: all business units, Brands CEO’s
and CFO’s and Brands Executives members, must declare annually any related party as part of
their employment in the Groupe.
A party is considered to be related if at any time during the reporting period, one party has the
ability to control the other party or exercise significant influence over the other party in making
financial and/or operating decisions. A related party transaction is any transaction directly or
indirectly (through an intermediary connection) involving any related party that would need to be
disclosed. It corresponds to a transfer of resources or obligations between related parties, regardless
of whether or not a price is charged.
Related party transactions are extremely sensitive from a Groupe perspective as they could lead to
conflict of interests and potentially fraud.
We listed below some examples of related party transactions
• When an employee holds any interest including financial interest in any firm, supplier or client
with which he deals in the course of his employment.
• When an employee or a member of his family receives personal benefits from third parties as
a result of his position in the Groupe.
• When an employee enters into a procurement deal with a company in which the employee or
one or more of his family’s members, has a financial interest, a directorship or a senior executive
position.
• When an employee simultaneously works for the Groupe and outside the Groupe.
• When a Business Unit’s premises are owned by an employee, including managers or minority
shareholders.
How?
The declaration is under the responsibility of the Brand and is part of the management certification
process by Business Unit and Brand CEOs and CFOs each year. A brand summary of all related
party and related party transactions declared by executives should be attached to the brand
management certification letter sent to the Groupe CFO and also communicated to the Groupe
General Secretary.
Who?
All business units CEO’s and CFO’s, Brands CEO’s and CFO’s.
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External Audit Process
Maurice Lévy
Why ?
We want external audit to obtain a true, independent and fair opinion on the Groupe financial
statements and the relevant subsidiaries in accordance with applicable auditing standards.
For whom ?
All legal entities controlled directly or indirectly by the Groupe and all Business Units and Brands.
The policy is based on our Groupe rules except where local legislation is stricter.
What ?
Information on all aspects of the entity’s business and finances must be made available to the
external auditors. Auditors will require timely assistance and reasonable working space.
All audit conclusions will be shared with local and Brand management as well as with the Groupe
CFO and Groupe VP Internal Audit & Risk Management.
A letter of representation will be required to be completed and signed by the Business Unit CEO
and CFO that states that all information supplied is accurate to the best of their knowledge, and
that all material disclosures have been made to the external auditors.
How ?
Groupe auditors
Two audit firms perform the Groupe audit, currently EY and Mazars. Allocation of one of these
firms to a Groupe Business Unit is a Groupe decision made by the Groupe CFO with the approval
of the Audit Committee. No other firm can be authorized to perform an audit unless specifically
instructed by the Groupe CFO in consultation with the Groupe Audit Committee.
Newly acquired Business Units must replace their previous auditors with Groupe auditors at the
time of closing of the acquisition.
Services that cannot be provided to Business Units by the Groupe’s auditors

For regulatory, legal and governance reasons, provision of services by the Groupe auditors or
members of their networks is subject to severe restrictions and prohibitions. These are set out in
VI.8 – External Auditors independence.
Audit scope – Groupe Financial Reporting

Groupe Business Units are divided into five categories for audit purposes:
- Scope 1: Require a final audit and an interim of half-year audit of Groupe Financial Reporting.
- Scope 2 & 2Bis: Require a final audit only of Groupe Financial Reporting.
- Scope 3 : A legal requirement for a Statutory Audit only (No Groupe Financial Reporting audit)
- Scope 4: No requirement for Groupe Financial Reporting nor Statutory Audit.
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External Audit Process
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Audit scope – Statutory accounts

Statutory audits are performed only where required by law and in such cases they should be
completed at the same time as the Groupe reporting package for Scope 1 and Scope 2 & 2bis
entities. CFOs concerned by this requirement must organize their teams to deal with this need.
External Audit fees

Groupe Finance in Paris agrees audit fees on an overall Groupe basis with the Groupe’s external
auditors. This process is managed in two steps:
• first, an overall Groupe fee is set (which includes audit for statutory and Groupe reporting).
This overall fee is presented to the Audit Committee for advice and overall recommendation.
The overall fee is approved by the Groupe Chairman and CEO,
• second, the fee is allocated to individual Business Units on the basis of the scope of their audit,
any statutory requirements and prior year fees. These fees are notified to the Brand by the
Groupe Finance department.
Audit fees for local statutory needs and for Groupe Reporting purposes are paid by the subsidiaries.
Overruns should be highly exceptional. Prior to payment of any overrun, written approval must be
obtained from the Groupe CFO, who must be informed of any such overrun no later than 31 May
of the following financial year.
Any separate work (NB: whose provision by the Groupe’s external auditors has been authorized
by the Audit Committee in accordance with VI.8 – External Auditors Independence) is not covered
by the Groupe audit agreements and must be negotiated locally at a reasonable price. The Groupe
CFO must be informed of the financial conditions under which such services are rendered.
Any fee disputes should to be brought to the attention of the Groupe CFO without delay.
Who ?
CFO of each Business Unit / legal entity.
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VI.8
External Auditors
Independence
Maurice Lévy
Why?
We want to guarantee Groupe auditors’s independence in order to avoid severe consequences for
our financial situation.
For whom?
All legal entities (Business Units, Brands, SSCs and holding companies). Group rules apply except
where local legislation is stricter.
What?
General Rule:
The external auditors must be independent and be seen to be independent.
Audit Committee Approval is required for all Engagements:

No one in the Groupe has the authority to approve the start of any engagement (no financial
threshold) by either of the external audit firms without receiving prior specific approval from the
Groupe CFO who must get approval from the Groupe Audit Committee.
Big 4 Engagement
Engagement of any ‘Big 4’ firm, in any capacity, requires prior approval by Groupe CFO.
Contingent Fees
The external auditors cannot provide the Groupe with any service or product for a contingent fee
or commission.
Employment and Business Relationships:
No Groupe employee should enter into any kind of conversation with employees or partners of
the external audit firms concerning the possibility (and must not even suggest the possibility) of
future employment in the Groupe without obtaining the prior written agreement of the Groupe
CFO and the Groupe General Secretary.
Where Publicis Business units sell services to either of the Groupe auditors, EY or Mazars, the
transaction must be at arm’s length with notification to the client service partner of the audit firm,
the Groupe CFO and the Groupe auditors.
Non-Audit Services
Other than the performance of audit work for the Groupe, the external auditors are very strictly
limited in the type of additional services they can perform for the Groupe. The following categories
of services cannot be performed by the external auditors on behalf of the Groupe (subject to certain
exceptions that only the Groupe CFO, who must get Groupe Audit Committee approval, may
authorize): services related to the accounting records or financial statements of the Groupe, design
and implementation of financial information systems, appraisal or valuation services, actuarial
advisory services, internal auditing, management functions, Human resources services, tax
planning, broker-dealer services, investment advisor or investment banking services, legal services,
and expert services unrelated to the audit.
In addition, the external auditors are not permitted to provide tax advice or tax services related to
employees or directors of Groupe companies.
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VI.8
External Auditors
Maurice Lévy Independence
Financial Relationships
The external audit firms, audit engagement team members and any partner or employee of the
external audit firms, with supervisory authority over the audit (or who otherwise has significant
interaction with the Groupe), or their immediate family members, cannot have any direct
investment in the Groupe, such as stock, bonds, notes, options or other securities.
Who?
Business Unit CEOs and CFOs
Groupe CFO
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VI.9
Internal Audit Charter

Maurice Lévy
Why?
We want to ensure that our operations are in accordance with best practices, that our accounting
records reflect the underlying reality of operations and that all procedures are correctly applied.
For whom?
All Groupe functions, Brands, Business Units, SSCs and all legal entities controlled directly or
indirectly by the Groupe.
What?
Internal Audit captures stakeholders’ expectations and specifically those formulated by the Audit
Committee of the Supervisory Board to which it periodically reports. Internal Audit performs audit
assignments in accordance with the Groupe’s annual internal audit plan as approved by the Audit
Committee.
Internal audit assignments include among others:

• Assessment of the risk management processes and internal controls covering the Groupe’s
strategic risks as well as controls over financial reporting.
• General compliance assignments: evaluation of compliance with applicable laws and
regulations as well as Janus, other internal rules and clients’ and suppliers’ contracts,
• Assessment of the information systems relevance, integrity, access, availability and
infrastructure,
• Assessment of the effectiveness of the Groupe investments and expenditures,
• Monitoring of the Groupe’s control environment effectiveness and
• Providing guidance to Business Units in case of client audits.
Publicis Groupe being listed on the French stock exchange, the Groupe Internal Audit activity is
subject to compliance with French laws and market regulatory requirements.
The internal audit plan is risk based, dynamic and allows for changes that would be required
following unexpected events or at the Groupe Management’s request. Changes to the Audit plan
are decided by the Groupe General Secretary. Those changes are properly supported and presented
to the Audit Committee.
The Internal Audit independence is guaranteed through the direct reporting line that the Groupe
General Secretary has to the Groupe CEO, with a functional reporting line to the Chairman of the
Audit Committee.
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VI.9
Maurice Lévy Internal Audit Charter
How?
The Internal Audit department will (providing reasonable notice) inform Business Unit
management (CEO and CFO), or other Groupe management with functional responsibilities as
applicable, of its intention to review the operating procedures and financial information.
The Internal Audit department shall be granted:

• Unrestricted access to all functions, records, property, and personnel,
• Immediate, proactive and unrestricted access to information pertaining to risks or issues
identified at any level of the Groupe and Brand management and functions.
• The necessary assistance of personnel in units of the organization where they perform audits,
as well as other specialized services from within or outside the Groupe.
Requested delays in commencement of Internal Audit reviews require the written approval of either
the Groupe CEO or the Groupe General Secretary. Any relevant information regarding potential
identified risks concerning the audited Business unit or its environment (Brand, market…) should
be proactively brought to the attention of Internal Audit. All Groupe, Brand and Business unit
functions must make sure this rule is complied with.
In certain cases, such as fraud, the Groupe General Secretary could launch investigations without
providing notice and without granting any delays.
Any fees that are paid for specialized services from outside the Groupe such as for forensic experts,
will be charged to the Brand to which the Business unit is aligned to, unless otherwise decided by
the Groupe General Secretary.
Internal Audit results are presented to the local management of the Business Unit or the function
which was subject to the audit. These are presented during a closing meeting to which the presence
of upper line management, such as regional or Brand CEO and CFO, is also required. Physical
presence is the only attendance mode; no phone attendance will be accepted.
Audit issues raised will require a formal written response from the Business Unit CEO and CFO
(or the equivalent depending on the structure which has been audited) within a 15-day period and
should use the web-based tool (TeamCentral™) put in place by the Internal Audit Department to
track remediation efforts.
All recommendations must be implemented within six months of the issuance of Internal Audit
conclusions (unless otherwise agreed in writing with Internal Audit). All remediation efforts should
be tracked within TeamCentral™ in a timely manner, where applicable. Any recommendation that
is not implemented within the six-month period should be subject to thorough and formal
explanation addressed to Groupe VP Internal Audit & Risk Management.
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Internal Audit results and conclusions are shared as deemed appropriate by the Groupe General
Secretary with the management of the Business unit’s or function(s) audited, the Groupe CEO, the
Groupe CFO, and the Brand CFO and CEO.
The Groupe General Secretary and Brand CFO should be informed of any client audits as soon as
the Business Unit is aware of them and must be copied on any reports received following such
audits.
Who?
Compliance with this policy is the responsibility of Groupe functions, Business Units and Brand
CEOs and CFOs, SSC Managing Directors and the Groupe General Secretary.
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Groupe Internal Control
Why?
To allow the correct application of the Janus II procedures via the Groupe Internal Control
Program (ICP) which is deployed in all the Groupe Business Units and SSCs.
What?
The ICP consists of a set of key controls mainly focused on the correct application of the Janus I
and II procedures. These key controls are known as the Financial Monitoring Controls (FMC).
The program deployment and monitoring takes place at different levels:
• Business Units report on their implementation of the key controls through a self-assessment
process.
• FMC teams assess the design and operating effectiveness of the key controls.
• The Groupe Central Team, under the supervision of the VP Internal Audit & Risk
Management, supervises the FMC teams, performs quality control reviews over their work and
provides them with guidance and instructions.
This allows the Central Team to perform a global evaluation of the Internal Control over Financial
Reporting within the Groupe. The ICP objectives and results are regularly presented to the Audit
Committee by the Groupe General Secretary.
For whom?
The Groupe Internal Control Program is applied in all Business Units, Brands and SSCs. If some
aspects of the program are handled by SSCs on behalf of Business Units, the Business Unit and
Brand CFOs retain ultimate responsibility for performance of all key controls included in the
Program and the SSCs must provide them with the necessary documentation pertaining to the
performance of controls on request.
How?
Key controls are defined by management, under the supervision of the Groupe CFO, with
Groupe VP Internal Audit & Risk Management having an advisory role. Key controls are available
upon request to the Group VP Internal Audit & Risk Management.
The key controls are standard and cannot be modified by Business Units, Brands or SSCs. Their
application is compulsory. However such parties are encouraged to bring any improvements and
suggestions to the attention of the Groupe CFO.
Each Business Unit and Brand CEO and CFO is responsible for ensuring that adequate controls
exist within his Business Unit or Brand – the key controls required by the Groupe constitute a
strict minimum for the purposes of maintaining a strong internal control over financial reporting.
Who?
Brand and Business Unit management, Business Unit CFOs and Brand CFOs. Their commitment
in that respect to the Groupe is also shown through the submission of the Representation and
Management Certification letters. Groupe CFO, Groupe VP Internal Audit & Risk Management,
Groupe General Secretary.
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7. The Publicis way to manage our money
This chapter will detail the way we optimize and control financial and cash
management:
1. Specific Standards for Brand CFOs
2. Recapitalization of Subsidiaries
3. Treasury and Financing
4. Working Capital Management
5. Foreign Exchange Risk Management
6. Bank Relationships
7. Bank Transactions and Balances
8. Financial Commitments: Guarantees, Covenants, Pledges
9. Tax: Audits, Advisers, Planning & Provisions
10. Intercompany Transactions & Charges
11. Advisory Service Fees
12. Dividends
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VII.1
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Brand CFOs
Why?
Because of the double reporting (double cap concept) for Brand CFOs (to the Groupe CFO and
to the Brand CEOs) in respect of all aspects of their work, we specify a dedicated code of conduct.
For whom?
The Groupe CEO, the Groupe CFO and Brand CFOs.
What?
Brand CFOs are responsible for supporting key client relationships (in liaison with WWADs) -
revenue stream as well as client profitability -, effective & timely M&A integration, cooperating
with the SSC organization, ensuring a robust internal control and primarily a strong cost control
(PC, PC ratios to revenue, G&A to revenue).
More specifically, they are responsible to ensure the quality of Actual reporting even if Actual is
prepared by SSCs. They should ensure good quality of forecasts (STF, Rolling Forecasts, and
Commitments), and an accurate phasing of these forecasts. They manage funding requirements of
Brands agencies in liaison with Groupe Treasury. They are also accountable for delivering TWC
and Overdues target. They should ensure compliance regarding Tax matters in liaison with Groupe
Tax Director and SSCs.
In order to support functional reporting by Brand CFOs to the Groupe CFO:
o Brand CFOs must keep the Groupe CFO aware of all matters of significance in areas
such as financial reporting and internal control providing in-depth analysis of the
financial performance of their Brands.
o Brand CFOs must keep the Groupe General Secretary aware of all matters with
regards to fraud and significant internal control deficiencies.
o Appointment, transfer, removal, salary package and subsequent adjustments, annual
bonus and performance evaluations of Brand CFOs must be agreed with the Groupe
CFO. The same applies for the appointment of Regional CFOs and Business Unit
CFOs
In addition, Brand CFOs must obtain the Groupe CFO’s prior approval for all major
decisions in respect of their main "reports", defined as Regional CFOs and Business
Unit CFOs of Business Units with Revenue in excess of 15m€. These include
decisions to make redundant or rotate such individuals as well as decisions in respect
of their salary packages and bonuses. Performance evaluations of such individuals
must also be agreed with the Groupe CFO.
Groupe policy is that key finance personnel (Brand CFOs, Regional CFOs and CFOs of Business
Units with revenue in excess of Euro 15 million) should be encouraged to rotate regularly to
different positions within the Groupe, optimally every 5 years.
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Brand CFOs
Additionally, for governance purposes, bonuses paid to the aforementioned finance personnel
should not be more than 50% based on the financial performance of their direct area of
responsibility (e.g., Brand financial performance for Brand CFOs).
The hiring or termination of any Business Unit CFO or legal entity CFO must be pre-approved
in writing by the Brand CFO.
Brand CFOs always report directly to the Brand CEO. Similarly, Regional Brand CFOs always
report directly to Regional Brand CEOs unless their direct reporting line is to the Brand CFO. In
order to ensure that reporting lines are clear, COOs must never have direct responsibility over
the finance function.
Who?
Brand CFOs, Groupe CFO.
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VII.2
Recapitalization of
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Subsidiaries
Why ?
We want to set out guidelines in respect of recapitalization of subsidiaries with net equity problems.
For whom ?
All legal entities and Business Units controlled directly or indirectly by the Groupe.
What ?
Recapitalization of subsidiaries should only take place where it is absolutely necessary from a legal
standpoint.
All subsidiary recapitalizations, whatever their form or the amount involved, must be ultimately
approved by the Groupe CFO.
In this respect, at least 3 months before the decision is to be taken, Business Unit management
must clearly inform the Groupe Tax Director and Groupe Treasurer: :
- why the capitalization is compulsory and no other choice exists,
- what is the maximum period that the Groupe can legally wait before recapitalizing its subsidiary,
- what is the minimum amount (in Euro) of recapitalization required,
- what the real risks of not recapitalizing are, and from whom,
- proposed means and amount of recapitalization (need to avoid cash transfers)
The Groupe’s share of the recapitalization should not be greater than the Groupe’s ownership
share in the Business Unit being recapitalized, unless when increasing the Groupe’s stake in a
Business Unit is considered to be of strategic, commercial or financial interest. In this case the
M&A process described in V.1 must be followed.
Who ?
Business Unit and Brand CFOs.
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VII.3
Treasury and Financing
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Why ?
The Groupe has a single global financing and treasury strategy in order to control and improve
debt management, working capital management and banking relationships.
For whom ?
How ?
Groupe Treasury is responsible for:
• defining the Groupe’s overall strategy in respect of financing, working capital management,
cash management and bank relationships,
• supervising the “Focus on Cash” program whose objectives include improved trade working
capital management (including reduction of overdue receivables),
• driving reduction in the Groupe’s overall level of financial expenses,
• supervising the Groupe’s financial risks in respect of foreign currencies, interest rates,
refinancing and counterpart credit risks,
• providing full assistance to Business Units on all treasury matters,
• controlling treasury activities and ensuring that all Business Units strictly apply treasury rules
and procedures,
• managing the finance company (Publicis Finance Services) in charge of intercompany
financing, international cash pooling, centralized interest rate management, and Groupe
foreign exchange risk management,
• advising on all processes / organizations related to cash flows (cash in, cash out), especially
in the context of the Shared Service Center model (including but not exclusively billings,
collection, overdues, credit management, payment authorizations, etc.).
Country Treasurers (who are, or will be, appointed in the main countries in which the Groupe
operates and are, or will be, based in the country’s Shared Service Center) are responsible for:
• optimizing country working capital requirements,
• domestic cash management (“DCM”),
• optimizing liquidity, in particular ensuring the maximum available cash is sent up to
International Cash Pooling (“ICP”) in Publicis Finance Services,
• identifying financial risks in an accurate and timely manner,
• forecasting, monitoring and controlling the flow of funds using the treasury management
system,
• managing local foreign exchange risk,
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Treasury and Financing
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• managing bank relationships in accordance with Groupe strategy,

• fully co-operating with the accounting department in respect of accounting for treasury
activities,
• monitoring client credit risks in co-ordination with the brands,
• managing the value dating on receipts and disbursements, and
• managing the relationship with Groupe Treasury.
In countries where there are no Country Treasurers, Business Unit CFOs are in charge of treasury
and have the above responsibilities for their Business Units.
Who ?
Groupe Treasury, Country Treasurers in SSCs and Business Unit and Brand CFOs.
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VII.4
Working Capital Management
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Why ?
We want to continually improve working capital management and enhance Groupe cash
generation.
For whom ?
All legal entities, Business Units and Brands controlled directly or indirectly by the Groupe.
What ?
The overriding principle is that cash belongs to the Groupe. The Groupe has the right, at any time,
to utilize excess cash held by legal entities under its control for cash flow and pooling purposes.
Business units are prohibited to enter operations of securization, factoring or discounting with
banks of Trade receivables without the prior consent of the Groupe Finance Department.
This operation should be handled and controlled by the Groupe Treasury department.
Domestic Cash Management (DCM) has been implemented in the key countries in which the
Groupe operates. In addition, an International Cash Pooling (ICP) has been implemented with
Citibank to further concentrate cash pooled from local DCM (when it is feasible). Any entity
controlled by the Groupe should enter into a centralization agreement with the pivot entity, usually
the local Groupe country holding company, when a DCM does exist.
Any exception to this policy should be duly authorized by Groupe Treasury.
Conditions applicable to DCM and ICP are defined by Groupe Treasury and can be adapted
according to the financial situation of the Groupe.
Cash pooling
Where a legal entity has multiple bank accounts, an umbrella or sweeping account should be
established in order to avoid paying interest on one account due to use of an overdraft, whilst other
accounts have excess funds.
Prior approval in writing of Groupe Treasurer is necessary for :

- any investment in marketable securities or in any fund ;
- external debt and credit facility ;
- Any incremental or additional loans or overdrafts obtained from any source ;
- Initiating any form of intercompany lending or funding (and granting any form of
subordination or security in this process) ;
- any divergence with Groupe Treasury guidelines and policy (see VII.3 – Treasury and
Financing) ;
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Working Capital Management
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Short terms investment of excess cash

Excess cash that has not been subject to pooling should be invested in the core banks or in an
authorized bank , in money market funds or monetary mutual funds subject to an insignificant risk
of change in value (maturities less than one month). No investments that expose the Groupe to
market fluctuations are authorized (government bonds, shares, etc.).
Business Units that are dealing with banks must manage their counterpart credit risk in compliance
with Groupe Treasury guidelines. Business Units’ counterpart credit limits are a subset of Groupe
Treasury’s counterpart credit limits for a given bank.
External debt
No external debt should exist without prior approval of Groupe Treasury. No credit facility should
be negotiated without prior approval of Groupe Treasury, which needs to be provided with all
contract documentation in respect of the proposed facilities prior to any signature.
Total debt
Maximum debt (or minimum cash) limits are set by Groupe Treasury. Any modifications to such
limits must be formalized through a Funding Request/Cash Limit Adjustment Request to Groupe
Treasury, signed by the Business Unit CFO copying Brand CFO, at least 10 working days before
funds are required. The form to be completed when making this request is attached hereto as
Appendix. It must be submitted along with a working capital Key Performance Indicators Report
(KPI) report available in HFM™.
Any incremental or additional loans or overdrafts obtained from any source require the approval
of Groupe Treasury.
Intercompany loans
Intercompany financing should in general be from the country finance company (if any) and/or
the Groupe finance company (managed by Groupe Treasury) and should not originate from other
Groupe entities.
No inter-brand intercompany loans should be granted.. However where no cash pool exists in a
country, Groupe Treasury may specifically instruct Business Units holding excess cash to provide
funding to Business Units requiring cash. This process is monitored exclusively by Groupe
Treasury
No cross border intercompany loans should be granted because of the foreign exchange risk that
this creates. All intercompany loans must be at arms length conditions.
Business Unit CFOs must inform Brand CFOs of all intercompany loans made and received by
their Business Units.
All intercompany loans must be fully documented from a legal perspective.
Exceptions to this general policy require approval of Groupe Treasury.
Who?
Brands and Business Unit CFOs. SSC, country treasurers and Groupe Treasury.
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Appendix 1
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VII.5
Foreign Exchange Risk
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Management
Why ?
We want to ensure that the Groupe’s profitability is optimally protected against foreign exchange
losses arising from currency fluctuations.
For whom ?
What ?
Foreign exchange risk should be kept to a minimum. Therefore, Business Units and Brands must
negotiate client contracts to the greatest extent possible in the currency in which their costs are
denominated. All cash and debt should also be denominated in local currency.
Exceptions to this policy require the prior approval of Groupe Treasury, which must, in any case,
be obtained before contracts are signed.
It is the role of the Business Unit CFO to identify foreign exchange risks and to protect his/her
Business Unit against a loss in its reporting currency due to foreign exchange rate movements. It
is the responsibility of the Business Unit CFO to explain any variances between the net open
foreign currency positions and actual hedges placed.
Hedging of balances and flows below Euro 100,000 (in aggregate, by currency) is not compulsory.
For countries experiencing inflation of more than 10% per annum, the monetary threshold for
hedging is Euro 50,000.
If a Business Unit wishes to maintain an open foreign currency exposure it must obtain the prior
approval of Groupe Treasury (through Country Treasurer if any).
Hedging transactions must only be entered into with banks included on the list of authorized banks
provided by Groupe Treasury.
How ?
All foreign exchange hedging transactions are to be conducted :
- through the Country or Regional Shared Service Center (where one exists), using authorized
procedures for confirmations, acknowledgements and settlements
- directly by the Business Unit with prior approval from Groupe Treasury;
- By Groupe Treasury
Specific rules for foreign exchange hedging

No hedging must be performed before analyzing the global net open position of the Business Unit
using the dedicated HFM™ schedule.
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Foreign Exchange Risk
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Management
In order to minimize transaction exposure, the Business Unit CFO should endeavor to net foreign
currency payables and receivables by offsetting disbursements with receipts in the same currency,
provided that their risk profile is the same: firm payables and firm receivables can be offset, but a
unit cannot offset a firm payable with an estimated receivable or vice versa.
Use of any derivatives (other than FX spot, FX forward and short-term FX swap transactions) is
strictly prohibited without the written approval of Groupe Treasury.
Information to be provided by SSCs to Business Unit CFOs

The Chief Accounting Officer of the SSC, where it exists, must provide the Business Unit CFO
with a fortnightly report showing all foreign exchange transactions and balances (trade and
intercompany receivables and payables), and all hedges already placed in respect of these foreign
exchange transactions and balances in order to enable the Business Unit CFO to hedge net open
positions is accordance with Groupe policy as stated above. This report must also indicate
maturities.
Policy in respect of cash and debt balances

To avoid exposure to foreign exchange risk, Any exception to this rule requires prior approval
from Groupe Treasury.
Who ?
Business Unit CFOs, Brand CFOs, SSC, Groupe Treasury.
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VII.6
Bank Relationships
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Why ?
We want to organize our relationships with Banks and financial institutions, which are both service
providers to the Groupe and strategic partners in the development of our business.
For whom ?
What ?
Groupe Treasury is in charge of defining a group of “core” banks which are deemed to be so
closely connected to the Groupe that we can count on their support in all circumstances. This list,
attached as appendix 1 hereto, will be subject to change with banks being added and removed,
according to circumstances. Such strategic decisions are made by the Groupe CFO. A formal list
of, additional, “authorized” banks is issued by Groupe Treasury in respect of most countries in
which the Groupe operates.
Rules governing Bank Relationships

Written approval must be obtained from Groupe Treasury (through the Country Treasurer if one
exists) before commencing, modifying, terminating a banking relationship (including credit facility).
No business should be transacted with banks that are neither core banks nor on the list of
authorized banks for a country. Any exception to this rule requires the express written approval of
Groupe Treasury.
Following acquisitions of Business Units, it is Groupe policy to immediately replace all previous
banking relationships with “Core” Groupe banks.
The Business Unit CFO is responsible for:

• securing all necessary local approvals, such as authorizations from the Subsidiary Board of
Directors, legal resolutions, legal and tax opinions, etc., prior to commencing transactions and
relations with a bank,
• ensuring that banks are furnished with a complete set of documents evidencing the corporate
powers of the Business Unit’s officers and their powers of signature, and
• verifying the completion of the specific HFM™ bank relationship reports on a quarterly basis.
Who ?
Groupe Treasury, Country Treasurers and Business Unit CFOs.
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Appendix 1
List of the Groupe’s “Core” Banks
• CITI
• BNP PARIBAS
• Société Générale
• CACIB
• HSBC
• CIC
• Barclays
• Natixis
• JP Morgan
• ANZ
• Bank Of America
• Deutsche Bank
• INTESA
• Santander
• Standard Chartered
• Commerzbank
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Bank Transactions & Balances
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Why ?
We want to ensure satisfactory internal control over bank transactions and balances through
division of duties, clearly defined authorizations and secure systems.
For whom ?
What ?
Bank Transactions
Each Business Unit or SSC must ensure segregation of duties between responsibilities for
payments and receipts.
Under no circumstances should one individual in a Business Unit or entity have the ability to
authorize and execute payments alone, or be at the same time administrator and user of an
electronic payment system.
All powers of attorney and delegations of authorization for whatever reason and in all forms
should be duly documented and implemented in close relationship with the legal department to
comply with the legal rules of each country.
Use of any derivatives (other than FX spot, FX forward and short-term FX swap transactions) is
strictly prohibited without the written approval of Groupe Treasury.
Electronic payments (Treasury Management System, e-banking solutions, secure check printing
solutions, ACH systems, etc.) are to be used to the greatest extent possible.
Issuance of manual checks or faxed wires should be an exception – only automatic check runs are
acceptable. Cash settlement of invoices is strictly prohibited.
Intra group transactions must be paid exclusively by bank/wire transfer or through accounting
entries on internal current accounts open with a local Groupe country holding company when
applicable.
A Groupe goal is to reduce the number of its bank accounts to the greatest extent possible. Unused
bank accounts must be closed to reduce the risks and maintenance costs (signatories, bank
reconciliations, etc.). In particular, dormant accounts (ie. inactive for 12 months) must be closed.
How ?
Bank Signatories
The Brand CFO, or Regional Brand CFO if one exists, must approve all signatories for all banking
transactions.
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Bank Transactions & Balances
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In countries where bank transactions are processed through a Shared Service Center, a delegation
procedure must be defined in the Service Level Agreement between the Business Unit and the
Shared Service Center. Such delegation only concerns authorization to process transactions within
agreed parameters (check and wire signing is performed by the Shared Service Center) –
Responsibility for approving payment and for all matters concerning Working Capital
Management remains with the Business Unit.
Two signatures are required to be attached to all banking transactions, whether electronic or non-
electronic. One of the signatories must be a senior financial manager. It is expressly prohibited
that the two signatories be in the same direct reporting line below CEO level.
For payments in excess of Euro 300,000, the Business Unit CFO must be one of the signatories
(note: when payment is centralized in a Shared Service Center a manager of equivalent authority
must be one of the signatories under specific delegation from the Business Unit CFO).
Follow up of all authorized signatories should be managed carefully and on a regular basis. Specific
procedures should ensure that any people leaving the company immediately lose signature and all
other rights.
Circularization of authorized signatories should take place once a year minimum with all banks.
Bank accounts and balances

Bank reconciliations need to be prepared for all bank accounts on a monthly basis. For the
purposes of internal control, strong segregation of duties must apply. Individuals involved in the
review, control and approval of bank reconciliations should not report to the Treasury
departments (however treasury personnel may assist in preparation of bank reconciliations).
Details of all existing bank accounts, overdraft limits and authorized signatories need to be
regularly updated and held by the Business Unit and are reported on a quarterly basis using the
appropriate HFM™ schedules.
Who ?
Business Unit CFOs.
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VII.8
Financial Commitments
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Why ?
We want to strictly monitor off balance sheet commitments in order to avoid risks of undesirable
financial exposure for the Groupe.
For whom ?
What ?
As a general policy, any guarantees, covenants, pledges or other financial commitments, or
commitments related to financing, including guarantees between separate Groupe companies, are
prohibited.
However, exceptions to this policy can be allowed by Groupe Treasurer, provided appropriate
approval / documentation is obtained
Under no circumstances can a Groupe entity give a Guarantee to an entity that is not managed or
controlled by the Groupe.
The above rules need no value threshold to be applied and any failure to comply with this policy
will be considered as serious misconduct,
How ?
Types of guarantees, covenants, pledges or other financial commitments covered by these rules
The following list of guarantees, covenants, pledges or other financial commitments covered by
these rules is of an indicative and not an exhaustive nature:
• any commitments entered into by a company in the normal course of business which create a
restricted cash balance i.e., where Groupe cash balances are not readily and freely available for
Groupe purposes – for example deposits with a bank to cover payments to a supplier, any
restricted cash commitments in client contracts, or deposits with a landlord covering more than
three months rental,
• any surety given or extended to a bank or a third party to cover loans contracted by a subsidiary,
an employee, a Key Executive or a third party,
• any lien on shares, inventory or receivables to guarantee a borrowing,
• any letter of comfort given by the company to guarantee - for instance - the payment of
equipment for one of its suppliers or to enable a subsidiary or related company to obtain a loan
or to be extended credit,
• any cash collateral or cash collateral commitment, any cash cover with trigger or not,
• any commitment subject to any financial covenant(s),
• any pledges - specifically where property is transferred as security for an obligation without
transfer of title,
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Financial Commitments
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• any guarantee or surety given to cover the performance of a subsidiary, an employee, a Key
Executive or a third party.
As regards comfort letters and parent company guarantees, reference should be made to section
II.4 – Issuance of Parent Company Guarantees or Comfort Letters.
Groupe policy is that all parent company guarantees are charged at a rate of 1% per annum on the
outstanding guarantee. In the case of guarantees for real estate leases, the annual charge of 1% is
calculated on the total outstanding commitment to the first break date of the lease.
In cases where minority shareholders hold shareholdings in entities controlled by Publicis Business
Units, it must be clearly understood that each shareholder must cover its own share of any
guarantees. Any exception to this rule requires the prior approval of the Groupe CFO.
Business Unit CFOs must ensure that the dedicated HFM™off-balance sheet reporting schedules
are completed.
Who ?
Business Unit CFOs, Brand CFOs, Groupe Treasury Groupe CFO.
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VII.9
Tax: Audits, Advisers
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Planning and Provisions
Why ?
We want to manage effectively the Groupe tax position.
For whom ?
What ?
Tax audits
The Groupe Tax Director must be informed of all tax audits which deal:
- with tax issues of an international nature (e.g., Advisory Service Fees, transfer pricing issues,
etc.) once the amount at stake is greater than Euro 50,000 and,
- with national tax issues where the amount at stake is greater than Euro 100,000.
A tax litigation report for existing litigations should be prepared twice a year, as of the dates of the
Groupe’s half year and full year results, by each SSC (or Business Unit where SSCs do not exist),
and submitted to the Country Tax Manager and Groupe Tax Director.
Tax reassessments and negotiations with tax authorities

All negotiation of corporation tax assessments or reassessments and any acceptance of tax
reassessments involving tax liabilities greater than Euro 100,000 requires the approval of the
Groupe Tax Director.
Tax planning
Any form of Groupe tax planning that could give rise to significant tax exposure (greater than Euro
100,000) requires the written approval of the Groupe Tax Director.
Recognition of provisions for income taxes and other tax risks

Provisions for tax risks should not be booked before the start of a tax audit.
Recognition of a provision for tax risks occurs when the risk becomes clearly identified during the
audit or upon notification of the tax assessment. Recognition of provisions for an amount greater
than Euro 100,000 cannot occur without the approval of the Groupe Tax Director.
Tax advisers
The Groupe Tax Director must approve the appointment of all tax advisers. The prior approval of
the Groupe Audit Committee is required to retain an affiliate of one of the Groupe’s external
auditors as a tax adviser. (See VII.9 – Tax:Audits, Advisers, Planning and Provisions). No tax
planning whatsoever can be performed or proposed by an affiliate of one of the Groupe’s external
auditors.
Who ?
Business Unit CFOs.
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VII.10
Intercompany Transactions
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& Charges
Why ?
We want to maximize efficiency within the Groupe by setting rules for intercompany relationships
For whom ?
This policy applies to all Business Units and Brands.
What ?
Compliance with Intercompany procedures is critical in our industry as any mismatch or dispute
could have an immediate effect on Groupe results.
• the invoicing company invoices in its own functional currency (with the exception of
intercompany fees for non-European entities),
• no bill/recharge for any intercompany amount under Euro 1,000 (or equivalent) should be
implemented, except for Media price adjustments Charges less than Euro 1,000 can be allocated
together on one invoice,
All intercompany procedures are set out in II.04.02 which should be consulted for a more complete
information.
How ?
• Invoices must be issued and sent on a monthly basis within the Intercompany deadlines
specified below. When the amount of the invoice can't be determined precisely before these
deadlines, an estimate must be made in order to be in a position to invoice on due dates and
an adjustment made on the next invoice,
• cut-off for intercompany invoicing purposes must be completed by the 24th of each month.
Invoices after this date will be recorded in the following month,
• the providing Business Unit (the seller) must not issue intercompany invoices unless it has the
necessary documentation (annual agreement, purchase order or signed media plan),
• it is the responsibility of the SSC Chief Accounting Officer (CAO) to ensure that there is a
corresponding debit and credit for all inter-company transactions between entities served by
the SSCs. This rule applies irrespective of whether the two Business Units are members of
different Brands. In this manner, the SSC CAO constitutes the primary level of the dispute
resolution procedure and he or she must ensure that country-level differences are eliminated
before submission of HFM™ monthly reporting to the Group.
• intercompany invoices must be paid within 30 days.
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• as a specific procedure, when an SSC exists in the country, the Country Treasurer and the Chief
Accounting Officer are responsible for paying all intercompany invoices after 30 days without
consulting the Business Unit CFO, irrespective of whether the amounts are due to Business
Units within, or outside, the country. The existence of a dispute must not stop or delay payment
– rather the dispute resolution procedure set out in II.04.02 must be followed.
Who ?
Business Unit CFO and the Chief Accounting Officers of SSCs where they exist. Brand CFO.
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Advisory Service Fees
Maurice Lévy
Why ?
We want to maximize efficiency within the Groupe by setting rules for headquarters remuneration
For whom ?
What ?
Rules concerning Advisory Service Fees (ASF) and accounting for such fees are set out in II.02.05.
Some of the more important rules are repeated below including, in particular, the specific
responsibilities of Business Unit CFOs and Brand CFOs.
Principle of Advisory Service Fees
In remuneration for advisory services rendered by Headquarters to the Business Units, each
Business Unit is required to pay to Groupe each year a service fee called ASF.
ASF represents the allocation, to all entities in the Groupe, of the direct and indirect costs incurred
by Groupe Headquarters (i.e., Groupe and Brand Global Central costs) in the performance of
specialized advisory services for the benefit of the Business Units. The qualified and experienced
personnel of Groupe Headquarters carry out specific tasks and services or research for the Business
Units. The Business Units thus benefit directly from the knowledge and expertise of such
personnel.
How ?
Determination, payment and tax treatment of Advisory Service Fees
Advisory Service Fees are allocated to Business Units on the basis of the proportion of their
revenue to total Publicis Groupe revenue for Groupe-level costs, on the basis of the proportion of
their revenue to total Brand revenue for Global Brand Central costs.
The Business Unit CFOs role is:
• to pay the amounts invoiced and to account for the fees in accordance with II.02.07,
• to ensure that the ASF charge is tax deductible in the local jurisdiction, and that, if local
legislation requires, ASF contracts are registered with the local tax or banking authorities.
The Brand CFO’s role is:
• to ensure that Business Units in the Brand pay their ASF at the due date (including new
acquisitions) and more generally to ensure compliance by Business Units with ASF rules.
If the Business Unit or Brand CFO identifies any difficulties with the tax deductibility of Advisory
Service Fees, the Groupe Tax Director should be consulted immediately.
Advisory Service Fee Contracts

Contracts in respect of Advisory Service Fees are the sole prerogative of The Groupe Tax
Department. Groupe legal personnel at Brand, SSC or Business Unit level may under no
circumstances alter such contracts or retain advisers in respect of such contracts.
Who ?
Business Unit CFOs, Brand CFOs.
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Dividends
Maurice Lévy
Why ?
We want to make sure that we reach our financial objectives by setting rules for dividends
For whom ?
All legal entities controlled directly or indirectly by the Groupe.
What ?
Groupe policy is that a minimum annual dividend representing at least 75% of net income of the
previous year, or 100% of the amount distributable if 75% of results cannot be distributed due to
tax or statutory limits, must be payable.
Legal entities controlled by the Groupe must not under any circumstances pay dividends to
minority shareholders without paying equivalent dividends (in proportion to each shareholder’s
interests) to the Groupe company holding the controlling interest in such entities.
At any time Groupe headquarters may also request that further dividends be paid out of retained
earnings.
In setting dividend levels, no account is taken of the cash position of the legal entity. Funding will
be analyzed and discussed with Groupe Treasury.
How ?
The determination of the amount, form and timing of intercompany dividends flows from
operating entities is primarily determined by the financial objectives of the Groupe holding
company, Publicis Groupe S.A.:
• the Groupe CFO will inform the CFOs of all Brands, Business Units and legal entities of
Groupe requirements in terms of dividends,
• these managers must give effect to these requests, and ensure that payment is made, within one
month of receiving the request from the Groupe. In countries outside the Eurozone, dividend
declaration and payment must happen in the same month to avoid FX risks.
All local legal obligations have to be fulfilled in this period to enable the local legal entities to be in
a position to comply with this Groupe requirement.
Business Unit and legal entity CFOs should ensure, even before receiving a request for dividends
from the Groupe CFO, that they are in a position to comply with a request for a dividend of this
amount.
Who ?
Business Unit CFO, Brand CFO, Groupe CFO.
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Who ?
CEOs and CFOs are responsible for the application of Janus at three levels within the Groupe
Organization: Groupe, Brand, and Business Unit. All responsibilities allocated to such
individuals must be performed by the individuals in person and not delegated to their
subordinates.
Definitions
Groupe staff are those working in, or directly attached to, Publicis Groupe headquarters in Paris.
Authorisations: For the purposes of authorisations required under Groupe rules the key
individuals are:
Chairman & Chief Executive Officer Maurice Lévy (maurice.levy@publicisgroupe.com)
EVP - Groupe Chief Financial Officer Jean-Michel Etienne (jean-michel.etienne@publicisgroupe.com)
- Groupe Controller Jean-Michel Etienne (acting as)

- Groupe Treasurer Dominique Le Bourhis (dominique.le.bourhis@publicisgroupe.com)
- Groupe Tax Director Joëlle Meyer (joelle.meyer@publicisgroupe.com)
- Capex & Leases (Cform & Lform) Jean-Michel Etienne (acting as)
- Restructuring (Rform) Jean-Michel Etienne (acting as)
- Investor Relations Jean-Michel Bonamy (jean-michel.bonamy@publicisgroupe.com)
Stéphanie Constand-Atellian (stephanie.constand@publicisgroupe.com)
Groupe General Secretary Anne-Gabrielle Heilbronner (anne-gabrielle.heilbronner@publicisgroupe.com)
- Groupe Human Resources Anne-Gabrielle Heilbronner

- Compensation & Benefits Tammy Moulin (tammy.moulin@publicisgroupe.com)
- Groupe VP Internal Audit & Risk Management Jean-Marie Pivard (jean.marie-pivard@publicisgroupe.com)
- Groupe General Counsel Joe Lasala (jlasala@sapient.com)
- Procurement Rachid Assas (rachid.assas@publicisgroupe.com)
- Insurance Rachel Guibert (rachel.guibert@publicisgroupe.com)
Groupe Head Coach Kevin Roberts (kevin.roberts@saatchiny.com)
Chief Strategist Rishad Tobaccowala (rishad.tobaccowala@publicisgroupe.com)
Mergers & Acquisitions Director Stéphane Estryn (stephane.estryn@publicisgroupe.com)
Emerging Markets Development Axel Duroux (axel.duroux@publicisgroupe.com)
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Re:sources CEO Frank Voris (frank.voris@publicisgroupe.com)
- Shared Services Frank Voris

- Information Technology Frank Voris
SVP Groupe Corp. Communications & CSR -

- Groupe VP Communications Peggy Nahmany (peggy.nahmany@publicisgroupe.com)
- Groupe VP CSR Eve Magnant (eve.magnant@publicisgroupe.com)
Real Estate pending
In certain circumstances it may be appropriate to contact other Groupe staff. If in doubt queries
and requests for authorization should be addressed to the Groupe CFO, Jean-Michel Etienne.
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Janus
Volume 2
The Publicis way

to behave and operate
July 2016
FOREWORD
The purpose of this document is to provide an accounting policies and procedures framework
applicable to all “Business Units” and “Solutions Hubs” for such Groupe reporting purposes in
order to enable performance to be evaluated in a consistent and comparable manner within
Publicis Groupe. It constitutes an update of a previous version, issued on October 1, 2009. In
this document Solutions Hubs means gather the 4 Solutions Hubs from Publicis Communcation,
Publicis Media, Publicis.Sapient to Publicis Healthcare, as well as other clusters as Publicis One,
Proximedia…
The policies and procedures are of a high-level nature and as such represent the strict minimum
standard that the Groupe requires its Business Units to comply with. Business Units and Solution
Hubs may not develop any procedures that in any way contradict these policies and procedures –
only more detailed rules for the application of these policies and procedures are permitted. Publicis
Groupe will periodically update these policies and procedures in response to the changing business
environment, changes in accounting standards and accounting issues that arise at Groupe level.
Should any questions arise or matters addressed in this document not be fully understood, Business
Units and Solution Hubs are required to contact Jean-Michel Etienne, the Publicis Groupe CFO
or Bruno Teppaz, the Publicis Groupe CAO.
Contact details:
Jean-Michel Etienne -
Ph: 33 1 44 43 7230
e-mail: jean-michel.etienne@publicisgroupe.com
Bruno Teppaz
Ph: 33 1 44 43 7901
e-mail: bruno.teppaz@publicisgroupe.com
Finally, should a topic of material consequence to your organization not be addressed in this
document, please advise Jean-Michel Etienne or/and Bruno Teppaz in writing for follow up.
Dissemination is an important step towards standardization of policies, procedures and reporting

worldwide. Your support and co-operation is appreciated.
Copyright Publicis Groupe July 2016

All communication, publication or distribution of this volume, in whole or in part, to individuals who are not employees or
auditors of a Groupe Business Unit is strictly prohibited. The volume is Groupe property and must be returned to the Groupe
on departure.
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Contents Volume 2 – Page 1/3
Jean-Michel Etienne Revised on: July 2016
Reference Page
I.1 Introduction 6
I.2 Accounting framework 8
I.3 Statutory Financial Statements, Tax Returns & 11
Companies Office Documentation
II. Income Statement

Revenue
II.1 - Billings 13
II.2 - Cost of billings 18
II.3 - Revenue recognition policy 23
Operating Costs
II.4 - Personnel costs 30
II.5 - Inter-agency staff recharges 36
II.6 - Costs of sales 38
II.7 - Bad debt allowance and Write-off 39
II.8 - General & Administrative expenses 40
II.9 - Shared Service costs 45
II.10 - Intercompany income & expenses 47
II.11 - Other operating income 49
II.12 - Advisory service fees 50
II.13 - Depreciation and amortization 54
II.14 - Changes in provisions for risks & charges 56
Other income statement items

II.15 - Impairment of goodwill and intangibles with
indefinite useful lives 58
II.16 - Capital gain (loss) on asset disposals 59
II.17 - Financial income (expense) 61
II.18 - Dividend income 64
II.19 - Exchange gains and (losses) 65
II.20 - Income tax expense 68
II.21 - Profit (loss) – equity accounting 72
II.22 Headcount 73
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III. Balance Sheet
Fixed assets
III.1 - Intangible assets 79
III.2 - Goodwill arising from acquisitions 82
III.3 - Tangible assets (gross value) 83
III.4 - Capital & operating lease contracts 86
III.5 - Tangible assets depreciation policy 88
III.6 - Investments in consolidated companies 90
III.7 - Investments accounted for under
the equity method 92
III.8 - Investments in non-consolidated companies 95
Long-term assets
III.9 - Deferred tax assets 96
III.10 - Intercompany loans, advances & deposits 97
III.11 - Other financial assets 98
III.12 - Other loans 99
Current assets
III.13 - Work in progress 101
III.14 - Trade receivables 107
III.15 - Trade receivables depreciation 109
III.16 - Intercompany receivables 112
III.17 - Other debtors 113
III.18 - Prepaid expenses 115
III.19 - Marketable securities 116
III.20 - Cash 117
Shareholder’s equity
III.21 - Share capital and Additional paid-in capital 119
III.22 - Retained earnings 120
III.23 - Cumulative translation differences 121
III.24 - Other comprehensive income 121
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Liabilities
III.25 - Provisions for risk and charges –
General principles 123
III.26 - Provisions for restructuring 124
III.27 - Provisions for vacant locations 126
III.28 - Provisions for pension & other long term
benefits 128
III.29 - Other provisions for risks and charges 130
III.30 - Deferred tax assets / liabilities 132
III.31 - Financial debt outside the Groupe 134
III.32 - Intercompany financial debt 136
III.33 - Other liabilities - earn-out payments 138
III.34 - Trade payables 140
III.35 - Intercompany payables 142
III.36 - Other creditors and other current liabilities 143
III.37 - Deferred income 145
IV. Other policies and disclosures
IV.1 - Cash-Flow Statements 146

IV.2 - Intercompany Procedures 150
IV.3 - Off Balance Sheet items 158
IV.4 - Accounting for legal mergers of entities 160
Appendices
Chart of accounts 162
Groupe Finance Department approvals summary 165
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Introduction I.1 – Page 1/2
Publicis Groupe (the Groupe) prepares its consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS). This Volume 2 of Janus provides an
accounting policies and procedures framework applicable to all Business Units and Solution Hubs
for Groupe reporting purposes.
No other interpretations of accounting policies and procedures are allowed. If specific topics or
transactions are not treated by Janus, it must be submitted to Groupe CFO and/or CAO to state
the appropriate accounting treatment.
The strict application of these rules must be followed in order to enable performance to be
evaluated in a consistent and comparable manner within Publicis Groupe.
These principles apply for monthly, and annual reporting, and in the preparation of annual
commitment and rolling forecasts.
The manner in which Publicis Groupe's reporting structure is organized is determined by
management's information needs for decision-making and performance evaluation purposes.
Business Units are derived from this reporting structure and are defined, in this volume, as entities
or subsidiaries that submit financial reporting, annual commitment and forecasts to the Groupe.
All Business Units and Solution Hubs are consolidated directly at Groupe level. Sub-
consolidations are not to be performed for Groupe reporting without proper authorization from
Publicis Groupe Finance Department.
Compliance, by each and every Business Unit, with the Groupe accounting policies and procedures
set out in this volume is critical in order to enable the Groupe to conform with its financial
reporting obligations under French law. Business Unit and Solution Hubs CEOs and CFOs, in
signing their annual Management certification letters to the attention of Groupe management,
confirm that these policies and procedures (together with those in volume 1) have been complied
with and that such compliance has been documented. When the accounting records and financial
reporting of the Business Unit are prepared by the SSC in liaison with the Business Unit CFO, the
Managing Director and the Chief Accounting Officer of the SSC also confirm that aspects of Janus
volume 2 that are the responsibility of the SSC have been complied with.
Business Unit's financial statements are prepared for Groupe reporting purposes in accordance
with Groupe accounting policies irrespective of any local accounting standards, tax policies or
local regulations. Local statutory financial statements must however comply with the accounting
standards applicable locally to each Business Unit. Each Business Unit or Solution Hub must take
the necessary measures to comply with Groupe requirements in addition to complying with local
accounting standards.
When local standards applicable to a Business Unit differ materially from Groupe accounting
policies, adjustments are to be recorded for Groupe reporting purposes in order to comply with
Groupe accounting policies. Adjustments are material when they have a 100 000 Euros pre-tax
impact on the income statement and/or a 1 million Euros reclassification impact on the balance
sheet. These adjustments should be recorded directly by the Business Unit in its reporting package.
When no statutory financial statements is legally required, Group reporting in HFM should
correspond to the local general ledger.
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For Groupe reporting purposes, each Business Unit or Solution Hub should therefore prepare
reconciliations between shareholders’ equity and net income calculated according to local
standards and that stated in accordance with Publicis Groupe accounting policies. This
reconciliation should identify all reconciling items without exception. The external auditors must
validate these reconciliations at least once a year.
No exception is allowed from rules without specific authorization from the Groupe Finance
Department.
Who?
It is the responsibility of the Business Unit or Solution Hub's CFO to ensure that all Business
Units within their control comply with the above policies, including the preparation of statutory
financial statements in accordance with local accounting standards and tax regulations.
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Accounting Framework I.2 – Page 1/3
Revised on: July 2016

Jean-Michel Etienne
Going concern
Business Units are normally viewed as going concerns, that is, as continuing in operation for the
foreseeable future. It is assumed that Business Units have neither the intention nor the need to
liquidate or curtail materially the scale of their operations.
Should a Business Unit find itself in a situation where the going concern assumption can no longer
be considered appropriate, assets and liabilities in the balance sheet should be valued on a
liquidation basis. The Groupe Finance Department should be consulted before applying this
method.
The six basic assumptions and accounting principles applied by the Publicis Groupe are:
1- consistency/comparability
2- accruals/matching
3- prudence
4- materiality
5- substance over form
6- completeness
Five conventions and concepts are applied by the Publicis Groupe:
7- current / non-current distinction

8- limited offset of assets and liabilities
9- measurement concepts
10- subsequent events
11- prior period adjustments
1) Consistency/Comparability
It is assumed that accounting policies are consistently applied from one period to another in
accordance with Publicis Groupe accounting policies (s). Any change in accounting practice or
policy requires the approval of the Groupe Finance Department.
2) Accruals/matching
Revenues and costs are recognized as they are earned or incurred (and not as cash is received or
paid) and are recorded in the financial reporting in the period to which they relate. Net income
or loss for an accounting period is determined through the process of associating revenues
recognized with those expenses and costs necessary to generate such revenues.
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3) Prudence
Uncertainties inevitably surround many transactions. This should be acknowledged by exercising
prudence in preparing financial reporting. Prudence is the inclusion of a degree of caution in the
exercise of the judgments needed in making the estimates required under conditions of
uncertainty, such that assets or income are not overstated and liabilities or expenses are not
understated. Prudence should not, however, lead to the creation of unjustified or
general/unspecified provisions.
4) Materiality
Financial reporting, annual commitment and forecasts should take into account all items material
enough to affect evaluations or decisions based on the accounting figures at the level of each
Business Unit. Items are material when they have a 100 000 Euros pre-tax impact on the income
statement and/or a 1 million Euros reclassification impact on the balance sheet.
5) Substance over form

Transactions and other events should be accounted for and presented in accordance with their
substance and economic reality and not merely their legal form.
6) Completeness
To be reliable, the information in financial reporting must be complete, subject to materiality and
the relative cost of preparing it compared to its utility. An omission can cause information to be
misleading.
7) Current / non-current distinction

Given the fact that the operating cycle in the Groupe's business is relatively short, a one-year
timeframe is used by the Groupe as a basis for the classification of assets and liabilities between
current and non-current.
8) Limited offset of assets and liabilities

Assets and liabilities should be separately recognized. There should be no offset between the two
except where a legal or contractual right of offset exists.
9) Measurement concepts
Assets are recorded on initial recognition at the amount of cash paid or the fair value of the
consideration given to acquire them at the time of their acquisition. Liabilities are recorded at the
amount of proceeds received in exchange for the obligation, or in some circumstances (for
example, income taxes), at the amounts of cash expected to be paid to satisfy the liability in the
normal course of business.
While most assets are valued after initial recognition at cost (less any accumulated depreciation,
amortization or impairment, if applicable), some assets (and some liabilities) are subsequently
valued at fair value (notably marketable securities, investments in non-consolidated companies
and derivatives). Fair value is the amount for which an asset could be exchanged or a liability
settled between knowledgeable, willing parties in an arms length transaction.
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Inflationary accounting (where assets and liabilities are carried at values other than at historical
cost) should not be used for Groupe reporting without the express written approval of the
Groupe Finance Department.
10) Subsequent events

Subsequent events are those events, both favorable and unfavorable, that occur between the
balance sheet date and the date when the Groupe financial statements are published. Adjustments
to assets and liabilities are required for subsequent events that provide additional evidence of
conditions that existed at the balance sheet date. No adjustment is required for subsequent events
indicative of conditions that arose after the balance sheet date, however their disclosure is
necessary when they are of such importance that non-disclosure would affect the ability of the
users of the financial statements to make proper evaluations and decisions.
11) Prior period adjustments

Prior period adjustments may arise in the current period as a result of errors or omissions in the
preparation of the financial statements of one or more prior periods.
Adjustments arising from errors or omissions in prior years but also aged unreconciled
items arising from acquisitions and transfers of business should be recorded in the
current year’s income statement under the relevant headings to which the costs/revenues
relate.
No adjustment should flow through equity except with the written prior approval of
Groupe Finance Department for the exceptional treatment through equity.
In principal, HFM and statutory financials should be closed at the same time, to avoid differences
and lack of control. However, if necessary from a local audit, tax or other local regulations point
of view, statutory books can be closed after HFM closing. All adjustments taken in Statutory
Financials after HFM closing should be accounted for in HFM through P&L in the following
year.
Who?
It is the responsibility of the local Business Unit or Solution Hub's CFO to ensure that all Business
Units within their control comply with the above accounting framework.
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Why?
The objectives of this policy are:
• to set out Groupe policy in respect of preparation of local statutory financial statements, and
• to ensure that all statutory financial statements and other documents required to be filed with
companies’ offices, tax authorities and other governmental and regulatory authorities are filed
correctly and on time and that any deficiencies in this process are tracked at Groupe level.
For whom?
This policy applies to all legal entities that are controlled by the Groupe.
How?
Preparation of statutory financial statements

The financial year for statutory accounting and taxation purposes should be from January 1st to
December 31st to coincide with the Publicis Groupe financial year. Exceptions to this policy should
be approved by the Groupe CFO and can only be justified by obligatory local rules or for tax
reasons (that were preliminary validated by the Groupe Tax Director).
This Janus II accounting policies and procedures must be applied in preparing statutory financial
statements unless these rules are not compliant with local accounting standards (or in cases where
the statutory financial statements are the basis for tax calculations and the use of local accounting
standards is more advantageous).
Business Units must always be able to reconcile Groupe Financial Reporting to local statutory
figures. Furthermore, for hard-close, half-year and year-end closing purposes, Business Units must
submit an “S-Form” in HFM™ which reconciles their Reporting figures to the local general ledger.
This “S-Form” must be reviewed by the statutory auditors as part of their audit.
No differences other than differences in accounting standards (including those arising for tax
reasons as referred to above) may exist between Groupe Financial Reporting and the local general
ledger.
The “S-Form” reconciling the December Groupe Financial Reporting figures to the local general
ledger must be updated (rolled forward) at the time of completion of the statutory financial
statements. The S-Form roll forward is necessary in particular to take into account of advisory
fees, bonus pool and tax pushdowns.
Country CFOs should review the appropriateness of all reconciling items in the “S-Form” and the
“S-Form roll-forward”.
The Groupe CFO must be informed of any potential qualification of statutory financial statements
by auditors before the statutory financial statements are finalized.
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Filing procedures
All statutory financial statements and other documents required to be filed with companies’
offices, tax authorities and other governmental and regulatory authorities must in all cases be filed
correctly and within the legal time limits set by such authorities. The Groupe requires that
statutory financial statements are filed as soon as Groupe numbers are definitive and not later
than six months after the year end even if the legal time limits are longer.
When statutory financial statements are required, they should be audited to the greatest extent
possible by the entity’s external auditors at the same time as such auditors perform their audit on
the Groupe consolidation package.
Records of filing of all such documents must be held in the legal entity’s head office for the period
required under local legislation and must be in a form capable of being communicated on request
of the Solution Hub CFO or the Groupe General Secretary.
The Groupe General Secretary and the Solution Hub CFO must be informed of all such
documents that have not been filed by the due date for filing. This information must also be
provided to the Groupe CFO in order to avoid recognition of any unexpected liabilities or fines
or the unexpected disappearance or derecognition of assets.
Lastly a copy of the annual statutory financial statements of all legal entities that are wholly or
majority controlled by the Groupe must be made available by the SSC (where they exist) or must
be submitted to the Groupe Finance Department for Business Units not followed by an SSC.
Who?
CFOs of all legal entities that are either wholly or majority controlled by the Groupe are
responsible for compliance with this policy.
In situations where the Subsidiary Board secretary is a person other than the CFO, he is
responsible for all filing procedures as set out above.
Solution Hub CFOs are ultimately responsible for ensuring that statutory financial statements are
prepared and filed on time in accordance with local legislation and regulations.
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II.1 – Page 1/5
Billings Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Billings are properly recorded for Groupe reporting purposes and that they are
calculated and presented in a consistent manner by all Business Units and Solution Hubs.
Publicis considers the presentation of Billings in accordance with Groupe policy to be particularly
important.
For Whom?
This policy must be applied by all Business Units and Solution Hubs for monthly and year-end
reporting. It must also be applied in the preparation of annual commitment and rolling forecasts.
What?
The Groupe analyses a Business Unit’s billings into two categories:
• Billings outside the Groupe (to third parties), and
• Intercompany billings
1) Billings outside of the Groupe

The Groupe generates revenues from planning, creating and placing advertising in various media
and from planning and executing other communications or marketing programs. This includes
traditional advertising and media activities as well as digital activities.
The term “billings” represents the total amount of costs and services that are invoiced to clients
and includes both media and production costs as well as the actual commission or fee that is
earned for rendering such services.
Billings therefore refers to the invoiced amounts under contractual or other written arrangements
generated from the Business Unit's accounting system and recorded as sales, but adjusted by
accrued revenue and deferred income (see “How?” section hereafter and II.3 Revenue
recognition).
Under Groupe policies, "capitalization" of billings by Business Units (i.e. increasing
both billings and cost of billings by amounts calculated either by taking advertising
revenues of clients and applying a coefficient or by reporting advertising budgets
managed as billings) is expressly prohibited. Such amounts must under no circumstances be
included in the amount of third party billings reported to the Groupe.
However, for information purposes only, media Business Units must provide a capitalization
amount in the Billings schedule to the Groupe reporting package. For such media Business Units
this capitalization amount should reflect purchases of media space by clients that are not included
in the Business Unit’s (or another Groupe Business Unit’s) billings (even when only media
planning is performed by the Business Unit). This capitalization has no effect on the accounting
figures appearing on the face of the income statement.
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Many forms of contractual arrangement exist. A combination of such arrangements can exist with
a single client. Some of the principal ones are:
Creative and production work (including all non-media buying activities):
• Flat, or fixed, fee arrangements. Such fees generally cover the Business Unit's salaries,
overhead and a mark-up.
• Variable fee based on the volume of the clients advertising budgets (irrespective of
whether media buying is handled inside or outside the Groupe).
• Arrangements based on the time that Business Unit employees work for the customer
(based on time-sheets and a charge-out rate).
• Arrangements for billing direct external technical & production expenses and other
costs including “out-of-pocket" expenses, with or without a mark-up (“Out-of-
pocket” expenses include airfares, mileage, hotels, meals, telecommunications
expenses, etc.).
Media buying activities:
• The media buying Business Unit either receives a bill from the media and re-invoices
the client, plus commission, or the media directly invoices the client and the media
buying Business Unit only invoices a commission.
Thus, overall, the Business Unit’s revenue is either a commission, a flat-fee or a time-based fee.
Its billings are equal to its revenue plus pass-through costs in respect of media-buying, direct
production & external technical costs and other billable costs including specifically rebillable out-
of pocket expenses (See “How?” section hereafter for determination of billings).
Billings should be reported between “Agent” and “Principal”, according to the client contract,
when the agency is acting respectively as an Agent or as Principal. If a number of distinct services
are rendered under a single contract/arrangement, the “Agent” vs “Principal’ analysis should be
performed in respect of each such service.
All amounts billed to third parties must be included in Billings and not offset against
corresponding Cost of billings or out of pocket expenses, even if for statutory accounts
Billings and Costs of billings are netted or recognized directly through balance sheet.
Lastly Billings are stated net of rebates and trade discounts granted, or passed through, to clients
but, at Business Unit level, gross of any cash discounts for early payment granted to customers
(the latter being recorded as a financial expense in “Early payment discounts”, a sub-caption of
“Financial Income (Expense)” – see II.17).
2) Intercompany billings
Intercompany invoices are issued when a Business Unit (the “client Business Unit”) uses the
services of another Business Unit and should be classified in one of three ways:
• When the item or service purchased by the client Business Unit is directly billable to a
third party client, the income generated from the sales invoice is recorded in
“Intercompany billings”.
• When the item or service purchased by the client Business Unit is not directly billable to
a third party client, and especially if it is for the client Business Unit's own purposes, the
sales invoice is recorded in “Other Income from IC Recharge”.
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• Nevertheless, when the Business Unit is a Production Platform, the income generated
from the sales invoice is recorded in “I/C Production Platform Recharge”. This applies
only to Sapient India GDD model and to Prodigious offshore centers (see. II.4). For
convenience, Prodigious offshore centers entities are denominated accordingly in HFM
(e.g. “Prodigious Offshore center Costa Rica”).
In all cases the Business Unit providing services to the client Business Unit accounts for the costs
it incurs in its own income statement under the different captions it would have used had its
customer not been a Groupe Business Unit. Under no circumstances must the Business Unit
providing the services net the billing against its own costs.
Intercompany billings exclude:
• Inter agency staff recharges: loaned or seconded personnel do not constitute services
provided to another Business Unit. Inter agency staff recharges (income and expense) are
recorded as Personnel costs on the “Intercompany staff cost recharges” caption in both
the providing and the client Business Unit irrespective of the billable nature of the work
performed (see. II.4 and II.5), and
• All income and expenses arising on property leases between Groupe Business Units,
irrespective of whether the lessor owns the property or not, are recorded as General and
Administrative expenses in “Intercompany rental income and expense”.
• All billings between Production platforms and other Business Units. These are recorded in
“I/C Production Platform Recharge” as stated above (see. II.4).
• All billings between Business Units for services that are not directly billable to clients. These
are recorded in “Other Income from IC Recharge” as stated above.
(Intercompany billings also exclude intercompany interest recharges and proceeds on sales of
assets).
How?
1) Billings outside the Groupe (to third parties)
Billings are recognized and valued using the accruals method (they are recognized when they are
earned).
In concrete terms this means that the total amount of billings for the period is equal to:
• invoices issued to customers in the period, in accordance with contractual arrangements,
for their gross amount,
• plus accrued revenue (revenue, or margin, earned in the period but not billed),
• less deferred income (revenue, or margin, billed in the period but not earned).
The determination of when revenue is earned is discussed in detail in II.3 “Revenue recognition”.
It is to be noted that only revenue is accrued or deferred. Pass-through costs are only booked in
billings when they are invoiced :
• Pass-through costs billed in advance (i.e. costs not yet incurred) should be booked in
Billings and Cost of Billings;
• Pass-through costs incurred but not yet invoiced should not be booked in Billings, but in
Work in Progress (WiP will be offset against Billings when the invoice will be issued).
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Advance requests (i.e. advances claimed to the client without issuing an invoice, for example on
the basis of an estimate), should not be booked before they are paid. When they are received,
these items should be booked in the HFM caption “Advance payments received from clients”
with a counterpart in cash (no impact on Billings nor Cost of Billings) – see III.36.
Accrued revenue is recognized in assets under “Trade Receivables – Accrued revenue” (III.14
“Trade Receivables”) on net basis.
Deferred income is recognized in liabilities (III.37 “Deferred income”) on net basis.
No account is taken of Cost of billings in the determination of Accrued revenue or
Deferred income.
Cost of billings are only recognized when the billings are issued. If the costs have previously been
incurred (and are thus included in Work in Progress), Cost of billings are recognized by crediting
Work in Progress. If the costs have not been incurred, Cost of billings are recognized by crediting
“Accrued Trade Payables” or “Advance payments received from clients” if cash has been
collected from the client – see II.2.
Billings exclude value added tax (VAT) and other sales taxes (except in the limited circumstances
where sales taxes are pass-through costs in accordance with the client’s contractual arrangement
in which case they qualify to be added to Billings and Cost of Billings).
All billings in foreign currencies, and related receivables, are accounted for in accordance with
the Groupe's policies for recognition and valuation of items and balances denominated in foreign
currencies which are set out in II.19 “Exchange gains and (losses)”.
2) Intercompany billings
Intercompany billings should, logically, be recognized and valued in the same way as billings to
third parties.
However Intercompany billings must be eliminated on consolidation, and thus the key issue from
a consolidation perspective is that they be symmetrically recognized in billings by the providing
Business Unit and in Cost of billings by the client Business Unit.
Intercompany billings should thus be strictly limited to the amounts billed under contractual
arrangements between the Groupe Business Units. No accrued revenue can be recognized in
Intercompany receivables and Intercompany billings cannot under any circumstances be affected
by accrued (unbilled) revenue.
However accrued revenue (“Trade receivables – Accrued revenue”) should be recognized (with a
double entry to Billings outside the Groupe) in respect of services rendered to other Groupe
companies where:
• such revenue is in respect of services that will ultimately be directly billable to an external
client (i.e., services that will constitute intercompany cost of billings – see II.2 - for the
client Business Unit),
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• the revenue has been earned under Groupe revenue recognition policies (see II.3.
“Revenue Recognition”) from the Groupe’s perspective (not that of the providing
Business Unit), and
• for any revenues whose amounts are not specifically referenced in written
contracts/arrangements, the client Business Unit (which will be invoiced) has confirmed
the amount of revenues which can be accrued to the providing Business Unit.
Note: The above policies do not apply to the specific case of centrally billed clients as
described in section 3 hereafter. In particular, no accrued revenue can be recognized at
Business Unit level in respect of centrally billed clients.
3) Specific case of centrally billed clients
For larger clients, Regional or Global Center Business Units centralize all, or part, of invoicing and
collection on behalf of the multiple Business Units performing the services defined in the
contractual arrangement. Coordination of recognition of Billings is necessary between the Centers
and the Business Units in order to ensure that the adjustments to “Billings outside of the Groupe”
are recognized in the same period.
Accounting of such transactions at the Regional or Global Center level:
The Center initially records under the "Billings outside of the Groupe" caption the total amount
invoiced to the client and the related trade receivable. On the 24th of each month, the Center must
inform the local Business Units of the amount (estimated if necessary) of third party billings during
the month corresponding to work performed by each Business Unit. Allocations should be based
on written agreements entered into between the Center and the Business Units. At this date, the
amount initially recorded as "Billings outside the Groupe" by the Center is reduced by the amount
allocated to the Business Units with the corresponding balance sheet impact being recorded under
Intercompany Payables.
Accounting of such transactions at the Business Unit level:
On the 24th of the month (no later than the 28th of each month), the Business Unit obtains the
allocated revenue from the Center and records the corresponding amount as "Billings outside of
the Groupe" with the balance sheet impact being recorded under Intercompany Receivables.
Under no circumstances must local Business Units record any additional accrued revenue
or accrued billings in respect of work performed on centrally billed clients.
Who?
Reporting of Billings in accordance with Groupe policy and communication of the quarterly ad
hoc report is the responsibility of the Business Unit’s CFO. All centrally billed client issues are the
responsibility of the Regional or Solution Hub’s CFO.
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Cost of billings Revised on: July 2016
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Why?
To ensure that Cost of billings are properly recorded for Groupe reporting purposes and that
they are calculated and presented in a consistent manner by all Business Units and Solution Hubs.
For whom?
reporting. It must also be applied in the preparation of Annual Commitment and Rolling
Forecasts.
What?
An assessment must be done for each individual client contract to determine whether third party
costs should be included in Cost of Billings.
Third party costs should only be included in Cost of Billing when it is clear, according to
the client contract, that the entity acts as an agent with respect to the provision of its
services. An entity is acting as an agent when it does not have exposure to significant risks
and reward associated with rendering of its services. In this case, the third party costs
should be reported in Cost of Billings. This is known as a Net revenue treatment.
Alternatively an entity can be deemed to act as a principal in a contract. This is when the entity
has exposure to significant risks and reward associated with rendering the services. In this case the
third party costs should not be reported in Cost of Billings. This is known as a Gross revenue
treatment. The third party costs should be reported in most relevant P&L caption, according to
their nature, such as freelance costs, Costs of sales (unbillables T&E/living, unbillables – Research,
unbillables – Write offs, etc…).
Agent vs. Principal

There are 4 features that must be taken into account to assess if the entity is exposed to the risk
and reward in a contract. These features indicate that an entity is acting as principal.
• the entity has the primary responsibility to provide services to the client
• the entity has "inventory risk"
• the entity has latitude in establishing pricing
• the entity bears the credit risk for the amount receivable from the client
An entity could be considered to act as principal in the following examples:

• with a fixed fee contract, where an entity must deliver services in exchange for a fixed
remuneration from the client
• where the sale of media space to clients is at a fixed price (and the cost from the media supplier
is not fixed)
• where an entity holds media inventory, without specific client instruction
• where an entity commits to media space with no prior request from the client.
• where the production vendor is not directly chosen or approved in advance by the client.
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Cost of billings
Jean-Michel Etienne
Cost of billings includes the Business Unit’s production and media buying costs which are
directly billable to clients in respect of billings to clients in the period.
Depending on its source, an item of Cost of billings is classified as "outside of the Groupe" or
"intercompany".
Cost of billings includes the following items, which are further discussed below:
1) Cost of billings outside the Groupe (when acting as an agent)
2) Out of pocket expenses – Agent and Principal (when refundable by the client)
3) Intercompany Cost of billings
Cost of billings specifically excludes the following:

• Costs incurred by a Business Unit that are unbillable to a client. Unbillable expenses
represent costs incurred that are not specifically identified as being billable under the
contract with the client. Client related unbillable costs as defined above should be recorded
as Cost of Sales under the client related "Unbillable Out of Pocket expenses", "Unbillable
Research" or "Unbillable WIP Write-offs" headings based on their nature.
• Intercompany costs incurred by a Production platform with another Business Unit. Those
costs which should be recorded as “I/C Production Platform Recharge”.
• Any amounts paid to employees, salaries, bonuses and employee benefits which should be
recorded as Personnel costs (see II.4).
• Costs incurred that are not directly billable to clients, for example costs incurred on the
creative concepts and development of advertisement, which are part of the main activity of
a Business Unit (see also "Production freelance costs" section below).
• General & administrative expenses as defined by II.8.
• Bad debt allowance (see II.7).
• Changes in provisions for risks and charges (provision for litigation, provisions for
foreseeable losses on contracts, etc.) – see II.14.
The three main components of Cost of billings are:
1) Cost of billings outside of the Groupe (when acting as an agent)
This account includes external purchases and costs incurred by a Business Unit on behalf of a
client in servicing their business, billed to clients per the contractual arrangement, such as TV and
advertising production costs, photographer's fees, print and paper, media space costs, etc. It
excludes billable out of pocket expenses, which should be recorded under a specific caption called
“Out of pocket expenses” (see detailed section below).
A number of aspects of external expenses need to be treated with care in order to achieve
consistent reporting of Cost of billings by all Business Units and Solution Hubs:
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a) Production freelance costs
Cost of billings includes the cost of:

• production freelancers working on the execution and production of the advertisement
or project (film, talent, illustration, etc.),
• only where such individuals are employed by a legal entity. For the avoidance of
doubt, any freelancers paid through payroll are reported in Personnel Costs (see II.4),
• only where Client Contracts stipulate that the costs are directly billable (entity acting
as an agent).
Production freelancers typically invoice the Business Unit on a completed task basis. Such
freelance costs are usually directly billable to clients and are therefore recorded as part of Work
in Progress until their recognition in the income statement under Cost of billings.
See II.4 “Personnel costs” for the accounting treatment of all freelance costs that do not meet
the above criteria.
b) Rebates and discounts on purchases
Rebates and discounts on purchases represent reductions from the standard purchase price of a
good or service. Rebates and discounts that are definitively earned reduce Cost of billings (and
Work-in-Progress for unbilled amounts). Refer to Revenue recognition – II.3.
However, at Business Unit level, cash discounts received for early payments made to suppliers are
financial income and are recorded in “Early payment discounts” a sub-caption of “Financial
Income (Expense)” - (see II.17). Business Units, particularly Media Business Units, are however
reminded that it is not Groupe policy to pay suppliers early in order to obtain cash discounts. Such
payments should only be made where the annualized rate of return on making the early payment
is greater than the Groupe’s weighted average cost of capital.
c) Services or production work refused by clients

A client may refuse to accept the work performed by a Business Unit if it does not meet its
expectations. The related costs incurred should be recorded under a specific caption called
“Unbillable WIP Write-offs – client related” in Cost of Sales.
2) Out of Pocket expenses (when refundable by the client)

The Groupe incurs incidental expenses related to client services that in practice are commonly
referred to as "out-of-pocket" expenses. Those expenses include, but are not limited to, expenses
related to airfare, mileage, hotel stays, out-of-town meals, photocopies, and telecommunications,
courier and facsimile charges.
If the out-of-pocket expenses are billable under the contract with the client, through re-invoicing
of the actual cost, with or without an added mark-up, the out-of-pocket expenses should be
recorded in the "Out-of-pocket expenses" sub-caption of Cost of billings. In other cases, in
particular when out-of-pocket expenses are not separately billable to the client, please apply Janus
II.6.
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If the out-of-pocket expenses are not billable under the contract with the client either due to:
• the negotiation of a single flat fee specifically including out-of-pocket expenses, or
• exclusion of these expenses in the costs defined as reimbursable in the contract,
the out-of-pocket expenses should be recorded as Cost of Sales under the “Unbillable Out of
Pocket expenses” caption.
Out of pocket expenses (billable of not billable) should be split according to the nature of the
Client contract between Agent or Principal.
3) Intercompany Cost of billings
services of another Business Unit to provide services to third parties. The invoices issued by the
providing Business Unit are classified in the income statement of the client Business Unit in
accordance with whether they are directly billable, or not, to the third party customer. Note:
Loaned or seconded personnel do not constitute services provided to or by another Business
Unit. Inter agency staff recharges (income and expense) are recorded as Personnel costs in both
the providing and the client Business Unit irrespective of the billable nature of the work
performed (see. II.4).
Accounting for Intercompany transactions at the client Business Unit level (being the Business Unit which recognizes
the Cost of billings)
The client Business Unit accounts for the invoice received from the providing Business Unit in:
• “Intercompany Cost of billings”, if the work carried out by the providing Business Unit
corresponds to a product or service that is directly billable to an external client, for contracts
where agency act as an agent,
• “IC Production Platform Recharge”, if the providing Business Unit is a Production
Platform (see. II.4),
• the appropriate Operating expenses income statement account depending on its nature if
the work carried out is not directly billable (example: intercompany rental are recorded as
“IC Rental Income/Expense”).
Note: For Operating expenses the “client Business Unit” must indicate that it is
of an intercompany nature (in the context of allocation of Operating expenses
between “Outside the Groupe” and “Intercompany”).
Note: Intercompany Cost of billings are purchases from other Groupe Business Units (instead of
from third parties) and NOT the cost of Billings related to sales to other Groupe Business Units.
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How?
Cost of billings in an accounting period corresponds to the cost portion of Billings recognized in
the period (see II.1 “Billings”) for the portion of such billings actually billed to clients in the
period in application of the accruals or matching principle (I.2 “Accounting Framework”).
They are NOT adjusted to take account of the portion of Billings recognized comprised of
accrued revenue or deferred income (being respectively revenue earned in the period not billed
and revenue billed in the period not earned – See II.1 “Billings”).
Cost of billings are only recognized when the billings are issued. If the costs have
previously been incurred (and are thus included in Work in Progress) Cost of billings are
recognized by crediting Work in Progress. If the costs have not been incurred Cost of billings are
recognized by crediting “Accrued Trade Payables” or “Advance payments received from clients”
if cash has been collected from the client.
In concrete terms this means that Cost of billings for the period simply represent the amount that
corresponds to the Billings to customers under contractual arrangements.
Externally billable costs incurred by a Business Unit on behalf of a client which have not been
billed at the end of the period should be recorded in Work in Progress (refer to III.13).
Who?
Reporting of Cost of billings in accordance with Groupe policy is the responsibility of the
Business Unit’s CFO.
Nevertheless, SSCs should ensure the sufficient substantiation of the revenue recognition.
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Revenue Recognition Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Revenue is recognized in a consistent manner by all Business Units and Solution
Hubs for Groupe reporting purposes.
For whom?
What?
Revenue is calculated using the following formula:
Billings (refer to II.1)
Minus Cost of billings (refer to II.2).
As Revenue is a key line item in the Groupe’s income statement, which forms the focus for
many internal and external analyses, it is of vital importance.
Most of these revenue analysis are part of HFM monthly reporting and should be completed with
great attention. These includes Revenue by named clients, by activity (advertising, media, SAMS,
with a breakdown digital/non digital), by type (fees, commissions, …) and a breakdown of digital
revenue by activities.
However, as it is mechanically a sub-total calculated according to the above formula, all

aspects of revenue recognition mentioned hereafter must be applied in determining
recognition of Billings under II.1 “Billings” and Costs of Billings under II.2 “Cost of
billings”.
Agent vs. Principal

Revenue also relies on the entity acting as “Agent” (no exposure to the significant risks
and rewards associated with rendering the services – see II.2 as costs are reported as “Cost
of billings”) or as “Principal” (entities HAVE exposure to the significant risks and reward
associated with rendering the services – the costs have then to be reported in most relevant
P&L caption, according to their nature, i.e. freelance costs).
There are 4 features that indicate that an entity is acting as principal:
• the entity has the primary responsibility to provide services to the client
• the entity has "inventory risk"
• the entity has latitude in establishing pricing
• the entity bears the credit risk for the amount receivable from the client
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Publicis Groupe’s revenue is mainly derived from fees for services and from commissions earned
from the placement of advertisements in various media. Revenue is recognized when the services
are performed or delivered. Revenue is calculated on an accrual basis.
How?
General rules for revenue recognition:

In order to recognize revenue the following general criteria must be met:
• A written acknowledgement from the client (i.e. client purchase order, an approved written
estimate, client contract, etc.) indicating permission to proceed must exist,
• The price, or budget, must be referenced by the arrangement with the client or reliably
estimable with reasonable certainty,
• Delivery must have occurred or services must have been rendered, and
• Collectability must be reasonably assured.
If a number of distinct services are rendered under a single contract/arrangement, and each service
has a separate objective determinable value, revenue should be recognized separately in respect of
each such service.
Conversely, where services rendered under more than one contract/arrangement do not have
independent determinable values, they should be accounted for as a single service.
Balance sheet considerations related to revenue recognition:

• Accrued revenue is recognized in “Trade Receivables – Accrued revenue”, see III.14
• Deferred income is recognized in a liability account “Deferred income” – see III.37
• Advances received from customers should not be recognized as revenue but as a liability
under the "Advance payment received from clients" account in liabilities. These advances
should reduce the Receivables balances when the related services have been provided.
Who?
Revenue recognition and reporting of Revenue in accordance with Groupe policy is the
responsibility of the Business Unit’s CFO.
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APPENDIX
Specific rules for revenue recognition in the Groupe’s main activities:
In the Groupe’s main activities, revenue is recognized as follows:
For commission based customer arrangements (excluding production):
• advertising creation: recognition at date of publication or broadcast,
• media space buying services: recognition at date of publication or broadcast.
For other customer arrangements (project based arrangements, fixed fee arrangements, time-based
arrangements, etc.) and production:
Revenue is recognized in the accounting period in which the service is rendered. Services are
considered to be rendered by reference to the percentage-of-completion method, irrespective of
whether invoices have been issued to the client or not, once the outcome of the transaction can
be estimated reliably.
Examples of situations in which the outcome of the transaction can be estimated reliably include:
• For time based arrangements: where a contract or written client acknowledgement specifically
states the revenue earned per period or per hour or day worked,
• For projects: as services specifically identified in the contract are rendered,
• For production: as work is performed in accordance with job specifications and/or client
contracts.
In general if these criteria are met, revenue should be recognized at the time that the
services are considered to be rendered under the contract with the client (irrespective of
whether the invoice is issued or not).
Thus:
• When an identical service is not rendered each month (e.g. the service is not provided
consistently), the Business Unit must estimate revenues, costs and the extent of progress
toward completion in a prudent manner (percentage of completion method). No margin
should be recognized until the overall result of the contract and it progress can be estimated
on the basis of reliable management information systems.
• If a client is billed once every quarter under a fixed fee arrangement and an identical service
is rendered each month (i.e. monthly revenues, costs and progress are identical), 1/3rd of the
quarterly revenue billable should be accrued (increase in Billings and increase in “Trade
Receivables – Accrued revenue”) at the end of each of the first two months.
• In the opposite situation if the entire fee for the quarter is issued on the first day and an
identical service is rendered each month, 2/3rds of the revenue should be deferred
(reduction in Billings and increase in the deferred income liability) at the end of the first month
and 1/3rd thereof should be treated in the same manner at the end of the 2nd month.
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In a relatively small number of cases client contracts may envisage that revenue is earned in a
manner different to the manner in which the Groupe’s revenue recognition policy states. In such
circumstances:
• If Groupe policy requires earlier recognition of revenue than that identified in the contract,
prudence must be applied and revenue should not be accrued (increase in Billings and
increase in “Trade Receivables – Accrued revenue”) unless the Business Unit CFO is
certain that the full amount of the revenue on the contract will be billable, collectible and
will not show an overall loss (the overall revenue, or margin, on the contract must be
capable of being reliably estimated),
• If Groupe policy requires later recognition of revenue, the difference should be deferred
(decrease in Billings and increase in “Deferred income” in liabilities).
Lastly Groupe policy is that revenue is accrued (increase in Billings) or deferred (reduction in
Billings) solely for the amount of revenue, or margin, earned by the Groupe. No account is taken
of Cost of billings in calculating accrued or deferred revenue.
Cost of billings are only recognized when the billings are issued. If the costs have
previously been incurred (and are thus included in Work in Progress), Cost of billings are
recognized by crediting Work in Progress. If the costs have not been incurred, Cost of billings are
recognized by crediting “Accrued Trade payables” or “Advance payments received from clients”
if cash has been collected from the client.
Specific revenue recognition issues related to the Groupe’s business
1) Incentive bonuses
Some contractual arrangements with clients include performance incentive provisions which allow
the Business Unit to earn additional revenues as a result of its performance for the client, measured
against specified quantitative and qualitative objectives. For example, an incentive component is
frequently included in arrangements with clients based on improvements in an advertised Solution
Hub’s awareness or image, or increases in a client’s sales or market share of the products or services
being advertised.
The incentive portion of revenue under these arrangements is recognized when all of the following
conditions are met:
a) when performance is measured against qualitative objectives determined by the client and
client acceptance is demonstrated through written client confirmation,
b) when specific quantitative goals are achieved and can be substantiated, and the bonus is
no longer contingent or refundable under the contractual arrangement with the client,
c) and in both cases, when collectability is assured.
2) Production and media mark-ups
Production and media mark-ups represent gains made on recharging costs to clients. Such mark-
ups can only exist when they are authorized by local legislation and where they are
compliant with client contracts.
Per Groupe policy production and media mark-ups are recognized in revenue in the period in
which they are earned (if not billed they are included in Accrued revenue).
When recoverability of production and media mark-ups is uncertain, the related revenue must be
deferred (III.37 “Deferred income”) in liabilities until this uncertainty is resolved.
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3) Rebates and discounts on purchases

Rebates and discounts on purchases represent reductions from the standard purchase price of a
good or service. Such rebates and discounts only increase Revenue where this is authorized by
local legislation and is compliant with client contracts. Rebates and discounts that are
definitively earned reduce Cost of billings (and Work-in-Progress for unbilled amounts).
Volume discounts under supplier agreements are earned and recognized when the following
conditions are met:
a) when specific quantitative goals are achieved, and
b) when the discount is definitely earned based on the agreement and supplier
acknowledgment is demonstrated through written confirmation, when an invoice or
credit note is issued or when cash is collected.
Volume discounts are recognized as the transfer of service(s) occurs. Volume discounts can, in
certain circumstances, be recognized in advance of either a written agreement; an invoice/credit
note; or, cash being received from the client. Recognition is allowed when it is highly probable
that any specific quantitative goals relating to the client are being delivered over the period of the
agreement. However any recognition must only be realized as the transfer of service(s) occurs, be
based on reliable estimates and not result in a future reversal when the goal(s) are definitely
achieved.
Reduction of Cost of billings should be recognized for volume discounts in monthly financial
reporting and forecasts once the above conditions are met.
When client arrangements request the return of all or a part of the rebates and discounts, Accrued
revenue should be recognized as follows:
- When rebates or discounts are earned but not yet received, the accrued revenue should
be booked net of the amounts to be returned to clients.
- When rebates or discounts are received but not returned to clients yet, the related liability
should be reported under the HFM caption “Accrued trade payables”.
In any case, rebates or discounts should not be paid to clients before being received from suppliers.
4) Volume discount on Billings

Any volume discount granted to a Client should be recognized as a reduction of Billings.
Reduction of Billings should be recognized progressively for volume discounts in monthly
financial reporting and forecasts once the contract conditions are met (i.e. volume discounts
should be anticipated following progress of volume multiplied by the discount rate stated in the
client arrangement).
When discounts are earned by the clients but not returned yet, the related liability should be
reported under the HFM caption “Accrued trade payables”.
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5) Barter transactions (non monetary transactions)

As mentioned in Volume 1 of Janus, as a general policy Groupe discourage entering into
Barter Transactions. As a result all Business Units must obtain the approval of the Groupe
CFO before entering into any Barter Transactions.
Normally, barter transactions should be recognized at fair value of the services received, or if the
latter is not available, at fair value of the services surrendered.
Groupe policy is to measure revenue from a barter transaction involving for example advertising
services at the fair value of the advertising services provided by the Groupe to the other party.
This fair value can only be determined by reference to non-barter transactions that:
a) involve advertising similar to the advertising in the barter transaction;
b) occur frequently;
c) are a representative sample of similar advertising transactions
d) involve cash consideration, and
e) do not involve the same third party as in the barter transaction.
Revenue from barter transactions increases “Billings”. Barter transactions should be disclosed on
a supplementary schedule. The Business Unit’s CFO must ensure compliance with this disclosure
requirement.
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APPENDIX
Gross versus Net revenue recognition examples
Media contracts – act as agent
Here are some of the most common situations the Groupe is acting as a agent and the revenue
should be recognized net:
- Media purchases are made after the client confirmed its intention to buy and its acceptance
of the media purchase price. Media costs are re-invoiced to the client on a 1:1 transparent
basis.
- Media costs are recharged to the client on a “cost-plus” basis. The agency remuneration
is transparent and known by the client.
Media contracts – act as principal
Here are some of the most common situations the Groupe is acting as a principal and the revenue
should be recognized gross:
- Media trading packages – Media space is bought in advance before any instruction from
client. In such case the Group held inventory risk which implies it acts as a principal.
- Media Incentive contracts – Media space is sold at a defined fixed price, with no link with
the real media cost spent. In this case the Group has price latitude as media costs are not
passed to the client on a 1:1 basis.
Creative / Public relations contracts – act as principal
Here are some of the most common situations the Groupe is acting as a principal and the revenue
should be recognized gross:
- The choice of the supplier is at the discretion of the agency. The client is recharged for
production costs on the basis of the “client agreed price” and not on “real production costs
spent by the agency”.
- Budget overruns or savings on 3rd party costs represent a risk (or a reward) for the agency.
- The agency delivers “turn-key services”, i.e. a fixed is agreed with the client, and the agency
has the full responsibility to deliver final services.
Digital contracts – act as principal
Here is a common example where the Groupe is acting as principal and the revenue should be
recognized gross :
- The construction of a website for a client. The client is charged with a flat fee for a
deliverable and the agency can contract with any supplier without client pre-approval.
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Personnel Costs Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Personnel Costs are properly recorded for Groupe reporting purposes and that
This is vital to allow meaningful calculation of the ratio of personnel costs to revenue and its
comparison between Business Units and Solution Hubs.
For whom?
What?
Personnel costs cover all costs of employment of personnel. Personnel includes any person
appearing on the payroll ledger of a Business Unit (employed on a no term or fixed term contract,
full time or part time), trainees and freelancers (except Production Freelancers if these are billed
directly to the client according to Client Contracts).
Personnel costs are split in the Groupe P&L subaccounts as follows:
1. Fixed personnel costs :
a. Salaries:
i) Salaries – Payroll : Covers all payments to employees and staff for their total salaries
and wages, including any overtime, sick pay, vacation or holiday pay, and any notice
periods during which the employee works (see Janus 1). Salaries also include
commission based remuneration (sales commissions).
Sales commissions relates to the part of an employee compensation package that
comes in addition to the base salary. They are typically linked to revenue growth
objectives set for the employee and often subject to the respect of a minimum
operating margin level. Sales Commission are usually indicated in the employment
contract as part of the employee’s compensation. They are considered as salary costs.
Sales commission’s schemes must be approved by the Groupe HR and Groupe
Finance.
ii) Provision for holiday pay (vacation): Only represents the changes in the provision for
holiday pay (vacation) between two balance sheet dates. When an employee takes his
vacation, the related payroll cost is included under Salaries.
Salary costs should be split by operational departments and for total administrative functions
as described in Janus 2 II.22.
b) Benefits, which include the following accounts:

i) Social charges: Amounts paid to the state or third parties for staff welfare (health
insurance, medical benefits, social security costs, unemployment contributions, state
pension, payroll taxes, etc.) related to salaries (social charges on bonus and share based
incentives are reported separately in the corresponding accounts (see below “Social
charges on bonus” and “Social charges on share based incentives”).
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ii) Retirement indemnities & pensions: Covers expenses associated with pension and
post-employment benefits other than financial components of defined benefit pension
cost (Interest costs and expected return on plan assets – see III.28 “Pensions and long
term benefits” for a full presentation of accounting for pensions).
iii) Deferred Compensation ‐ Jubilee & Other Collective Plans : mainly relates to plans
available to groups of individuals, such as Jubilee awards, the French “medaille du
travail”… These schemes are not dependent on any financial performance criteria.
iv) Retention Compensation ‐ Individual : The Retention Compensation schemes are all
the mechanisms which compensate, in cash, a condition of presence to be respected
by the employee in application of an agreement between an entity and an employee
(individual). These schemes are not dependent on any financial performance criteria.
c) Other Employee Costs, which include the following accounts:
i) Intercompany staff recharge (seconded or loaned staff). This account includes:
• the expenses related to all personnel costs invoiced by other Groupe Business
Units.
• the income for the amounts of personnel costs invoiced to other Groupe Business
Units
This caption can present either a debit or a credit balance.
All invoicing of personnel costs between Business Units (except for transactions between
Business Units and Shared Services Centers that must be recognized in specific accounts
see. II.9) must be reported as an income or an expense in this heading in order to ensure:
• the total amount of these recharges at the level of the Groupe is nil
• each Business Unit recognizes a personnel cost for the Groupe staff that it uses
(see II.5).
ii) Other employee related costs: Covers any other form of benefits received by an
individual that could be considered as part of compensation, including other fringe
benefits not specified above (to be defined locally), all external expatriation-related
costs, and items negotiated as part of an employment contract such as, housing
allowance, cost of living allowance, tuition allowance, language training costs and car
allowances paid through payroll, and other employee related costs not included in the
above captions such as the change in the provision for litigation related to employee
claims, referral fees and costs related to social works and programs.
2. Severance costs: Covers any redundancy indemnities (severance payments) paid or accrued
for employees as a condition of their termination of employment from the Business Unit,
including those that occur in the context of a restructuring plan. It also covers the notice
period, if any, only in the cases where the period is not worked. It also includes salary bridging
provision.
All restructuring plans must be authorized in the respect of the conditions set out in
Volume 1 of Janus and regularly reported on to, the Groupe Finance Department.
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3. Freelance costs:
The costs of self-employed Freelancers and Temporary staff provided by a 3rd Party are to be
reported as either:
Costs of long-term temporaries and freelancers: costs of people whose contracts are for more
than 90 days or who are continuously engaged in the Business Unit for more than 90 days, or
Costs of short-term temporaries and freelancers: Costs of people whose contracts are for less
than 90 days or who are not continuously engaged in the Business Unit for more than 90 days.
The costs of employees from 3rd Party service agreements or outsourced labor dispatch
schemes, where the persons are performing services that are core to our business and are not
directly reimbursable according to Client Contracts are to be classified as Freelancer costs (and
Freelancers headcount).
The above excludes the cost of Production Freelancers if these are billed directly to the client
according to Client Contracts. These are included in Cost of Billings (see Cost of Billings II.2)
A summary of the classification and treatment of different types of Freelancers is included in
Headcount (see. II.22).
Freelancers costs should be split between total operational and total administrative costs (see.
II.22).
4. Bonuses & other incentives: Covers all types of performance-based payments in addition to
fixed salary, including all legal profit-sharing schemes under which a portion of profits are
attributed to employees, Share based incentives, Earn-out compensation and all related social
charges.
a) Bonus : Bonus are split in the Groupe P&L in several categories:

- Contractual Bonus: which is a payment obligation to one person or a group of people,
usually but not systematically linked to the Business Unit performance or the individual
performance, but not dependent on the Solution Hub or Groupe performance.
Contractual Bonus also include:
• Any kind of sign-on or welcome bonus,
• Any guaranteed bonus, not linked to performance,
• 13th/14th month, linked to performance (If not linked to performance, the
13th/14th month payment should be reported in “salaries”).
- Bonus Pool: which includes discretionary bonuses (see. below) for Solution Hubs which
are part of the Groupe Bonus Pool Systems. This caption should be used only by Solution
Hub HQs.
- Discretionary Bonus: which are bonuses not guaranteed and paid on the basis of
discretionary management decisions. The classification of a bonus will derive whether it is
a Contractual or a Discretionary Bonus. The fact a bonus is referred to in a contract does
not automatically define it as a Contractual Bonus.
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- Spot Bonus – one-off bonus paid to employees for achieving specific unusual short-
term objectives. Spot bonus should be granted on exceptional basis and approved as per
Janus I guidelines.
- Social charges on bonus: Social charges for all types of bonuses (contractual,
discretionary, spot).
b) Other incentives:
- Legal profit sharing : Covers profit sharing schemes that are mandatory under local
employment regulations.
- Share based incentives : include costs associated with share-based payment transactions
with employees. Groupe Finance Department performs all calculations in respect of stock
option expense relating to the plans granted by the Groupe. The total expense is booked
at Groupe level. As a consequence, Business Units must not report in HFM any stock
option expense. In the case an entity has to account for these expenses for statutory
purposes, this should be cancelled in HFM reporting. For entities that would have granted
stock option or free shares plans (in particular plans granted prior to the acquisition by the
Groupe), the corresponding stock option expense may be reported but should be
submitted to Groupe Finance for prior approval. For information purposes only, Business
Units should be aware that accounting for stock options involves recognizing the fair value
of the stock options granted as an expense over the vesting period, with a corresponding
increase in equity (III.24 “Other Comprehensive Income”).
- Social charges on share based incentives : include social charges and other similar
taxes on share based incentive plans granted by the Groupe. The general rule is to accrue
at Groupe level these social charges and tax impacts during the vesting period. For HFM
reporting, the social charges on share based payments are only reported by the employing
entities when triggering event occurs (generally when options are exercised or at time free
shares vest).
In the case an entity has to accrue, during the vesting period, for these expenses for
statutory purposes, this should be cancelled in HFM reporting. In order to estimate the
charges to be reported at entity level, the Solution Hubs should request, for each of their
agencies, from their Solution Hub HR Director the number of free shares and options
granted to the Participants, and any other data needed for the calculation. The calculation
of the social charges should be made, according to local regulations, by agency CFOs and
Solution Hub HR with the help of the SSC CAO and HR.
- Earn-Out Compensation: are payments negotiated at the acquisition of an agency,
which are usually based on a combination of financial performance and on a condition of
presence for ex shareholders.
Personnel Costs exclude:
• Reimbursement of employees expenses incurred for company purposes (such as mileage
allowances and petrol, hotel and travel expense, etc.) to be recorded as General &
Administrative expenses when they are not directly billable to clients, but under “Out of
pocket expenses”, a sub-caption of Cost of billings, when they are directly billable to clients
(see II.2) or under ‘Unbillable out of pocket expenses”, a sub-caption of Cost of sales, when
they are billable to client as per client contract but refused by the clients.
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Jean-Michel Etienne Personnel Costs Revised on: July 2016
• Company cars, which are recorded as General & Administrative expenses when they are
under an operating lease or through the depreciation expense when they are owned or under
a capital lease (see III.4 “Accounting for capital and operating lease contracts”).
• Recruitment costs, which are recorded as General & Administrative expenses.
• Training costs which are recorded as General & Administrative expenses.
• Financial components of defined benefit pension cost (Interest costs and expected return on
plan assets – see III.28 “Pensions and long term benefits”).
Intercompany Production Platform Recharge includes all transactions with Productions

Platforms (for example Sapient GDD and Prodigious offshore centers). The account is reported
outside “Personnel costs” in HFM in a subtotal “Personnel costs including Production Platform
recharge”.
How?
All components of personnel costs, including bonuses and incentives, must be accrued
each month. The objective is to achieve an accurate estimate of results of operations for each
period and to present fairly the financial position at the end of the period.
Holiday pay, bonuses and profit sharing schemes:

Accruals should be recognized for bonuses and profit sharing schemes in monthly financial
reporting once it becomes probable that a bonus (or profit share) will be payable.
Groupe policy is that it is considered probable that a bonus (or profit share) will be payable
once a bonus (or profit share) expense is included in the most recent full year forecast, or
once the related bonus criterion is reached per the latest forecast. In such cases, the accrual
is equal to:
• For contractual bonuses, the time-apportioned share of annual bonuses or the amount of
bonus earned if the performance criteria is delivered;
• For bonuses linked to revenue/pre-bonus operating profit/operating profit/or other
quantitative criterion the PBOI (Pre-Bonus Operating Income) completion ratio should be
applied so that the right amount of Bonus can be accrued. The rule is as follows:
YTD Bonus to be accrued = (YTD PBOI / PBOI of latest FY RF) X Bonus of latest FY RF
Both Bonus and related social charges should be accrued monthly following the PBOI
completion ratio (NB : Business Unit and Solution Hub CFOs are personally responsible for
ensuring that profit forecasts used in bonus calculations are reliable).
Under Groupe policy, bonuses are only payable if they have been previously accrued in
financial reporting to the Groupe. Remaining amount of bonus accrued in the prior year
and not yet paid within the 5 first months of the following year should be justified to the
Groupe finance team.
Unless instructed in writing by the Groupe CFO, bonus in excess of the amount finally
approved by the Groupe should be released to equity.
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Holiday (vacation) pay should also be accrued monthly on the basis of the accumulated rights of
employees to paid vacation at a later date. This accrual should be recorded monthly even if the
rights accumulated during the year are lost at the end of the year.
To the extent that the terms of the employment contract and applicable local regulations attribute
benefits to an individual, such as holiday pay earned over the year, the cost of those benefits shall
be accrued over that period of the employee’s service in a systematic manner.
At the end of a period, the aggregate amount accrued shall equal the value of the benefits expected
to be provided to the employee for the employee’s services to that date. Changes in the provision
for holiday pay (vacation) between two balance sheet dates should be recorded in the income
statement under “Provision for holiday pay”, a sub-caption of Personnel costs.
Who?
Reporting of Personnel Costs in accordance with Groupe policy is the responsibility of the
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Inter Agency Staff II.5 – Page 1/2
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Recharges Revised on: July 2016
Why?
To ensure that inter agency staff recharges are properly recorded for Groupe reporting purposes
and that they are calculated and presented in a consistent manner by all Business Units and
Solution Hubs.
For whom?
What?
A Business Unit (the “providing Business Unit”) often loans staff to another Business Unit (the
“client Business Unit”). As the loaned staff is still being paid out of the providing Business Unit’s
payroll, the related personnel costs are re-charged to this client Business Unit (Inter agency staff
recharges).
The Groupe encourages loaning and sharing of operational staff resources between Business Units
with a view to optimizing efficiency.
How?
1) At the providing Business Unit level

The Business Unit providing or loaning staff to the client Business Unit accounts for the personnel
costs it incurs in the adequate income statement caption based on its nature (i.e. the employee’s
salary is recorded under Salaries, the related expenses under Social Charges, both sub-accounts of
Personnel costs).
When the providing Business Unit re-invoices the client Business Unit for the portion of the
personnel costs it should bear, the income generated from this re-charge should be recorded in
the income statement under “Intercompany staff cost recharges”, a sub-caption of Personnel
costs. On the balance sheet, the receivable should be recorded under Intercompany Receivables.
NB:
Group policy is that all staff recharges between Business Units should be charged at
arms lengths in accordance with local legislation. Generally a mark-up and an overhead
component will be required where the employee remains under the control and
supervision of the providing Business Unit (i.e. effectively a service provider to the
client Business unit). Where the employee is under control and supervision of the
client Business Unit for the period of the loan or secondment (i.e. effectively an
employee of the client Business Unit) a markup would not generally be required unless
obligatory under local legislation (tax or otherwise).
Any mark-up should be kept to the minimum legally acceptable. Business Units should
seek to the Regional Tax Directors where such positions exists or the Groupe Tax
Director to provide them the mark-up.
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Recharges Revised on: July 2016
2) At the client Business Unit level
The client Business Unit accounts for the staff costs re-charged by the providing Business Unit as
personnel cost under the “Intercompany staff cost recharges” account in the income statement.
On the balance sheet, the payable should be recorded under Intercompany Payables.
It is expressly prohibited to recognize expenses arising in respect of loaned staff in any account
other than in the “Inter-agency staff cost re-charges” sub-account in Personnel costs. It is
especially important that, irrespective of the billable or non-billable nature of the work
performed by the personnel loaned to the other Business Unit, that the expense not be recognized
in Cost of billings as this would lead to revenue and Personnel costs both being understated at a
Groupe level.
3) Simplified decision tree to record loaned staff vs I/C production platform recharge
Offshore production platform
Yes No
The employee remains under the control

and supervision of the providing Business
Unit ?
Yes No
(mark up required)(1) (no markup unless obligatory
under local legislation)(1)
Employee costs are

directly billable to the
external client?
Yes No
Providing “I/C Production “Billings Groupe

Business Unit
“I/C staff recharge” “I/C staff recharge”
Platform recharge” (Interco)”
Client “I/C Production “Other Cost of

Business Unit
“I/C staff recharge” “I/C staff recharge”
Platform recharge” billings - Groupe”
(1) See Janus 2 II.5 1) for further details on valuation of I/C transactions
Who?
Accounting and reporting of inter agency staff recharges in accordance with Groupe policy is the
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Cost of sales Implemented on: July 2016
Jean-Michel Etienne
Why?
To ensure that Cost of sales are properly recorded for Groupe reporting purposes and that they
are calculated and presented in a consistent manner by all Business Units and Solution Hubs.
The subcaption has been created to follow cost of sales of contracts in particular when agencies
are acting as principal, and to be able in the future to report a Net Sales (Revenue less Cost of
sales) in order to be comparable with or competitor who use this key performance indicator.
For whom?
This policy must be applied by all Business Units and Solution Hubs for monthly, and year-end
What?
Cost of sales include operating expenses that are directly allocated to the services rendered, but
that are not re-invoiced to the clients (in opposition to pass-through costs).
Distinction between contract where agencies act as “Agent” and contract where agencies act as
“Principal” has to be done in order to report costs in dedicated account.
Cost of Sales include costs such as:

• Un-billables client related – Client luncheons and receptions, Out of pocket expenses,
Research expenses and WIP write-offs, the agency acting as “agent” or as “principal”;
• Costs to fulfill client contracts “acting as principal” (i.e. revenue is recognized on a gross
basis). This report includes media costs and production costs.
They exclude the following:

• Costs that are directly billable to clients (pass-through costs) as per client arrangements –
this should be reported in Cost-of-Billings;
• Other operating expenses that could not be directly allocated to a specific contract / client
– these should be reported in General and Administrative expenses;
• Personnel costs, in any form whatsoever
• Foreign exchange differences which should be recorded as Exchange Losses or Exchange
Gains (even if the gain/loss can be directly allocated to a client);
• Any Taxes
Who?
Reporting of Personnel Costs in accordance with Groupe policy is the responsibility of the
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Operating procedures – accounting
CFO
II.7 – Page 1/1
Bad Debt Allowance and
Jean-Michel Etienne Write-Off Revised on: July 2016
Why?
To ensure that Bad Debt Allowance and Write-Off are properly recorded for Groupe reporting
purposes and that they are calculated and presented in a consistent manner by all Business Units
and Solution Hubs.
For whom?
What?
The Bad Debt Allowance heading in the income statement includes:

• increases in provisions against Trade receivables balances and increases in provisions against
Other Debtors,
• reversals of provisions against Trade receivables balances and reversals in provisions against
Other Debtors due to recoveries of amounts previously deemed doubtful.
The Write-Off heading in the income statement includes:

• expenses on the definitive write-off of uncollectible Trade receivable and Other Debtors
balances.
Bad Debt Allowances & Write-Offs do not include the changes in:
• provisions on loans, advances & deposits, which should be recorded under Provisions on
Financial Assets Outside the Groupe, a sub-caption of Financial income.
Note: For Groupe reporting purposes, provisions on Intercompany Receivables and

Intercompany loans, advances & deposits must in no circumstances be recorded.
How?
As the Bad Debt Allowance and Write-Off expense results directly from the change in
balance sheet estimates which, themselves, must be reviewed on a monthly basis (see III.14
“Trade receivables allowance policy” and III.17 “Other Debtors”), Bad Debt Allowance and
Write-Offs are effectively recognized on a month-by-month basis.
All general bad debt allowances recorded solely in order to comply with local legislation should be
reversed as an adjustment (reconciling item) for Groupe reporting.
Who?
Reporting of Bad Debt Allowance and Write-Off in accordance with Groupe policy is the
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General & Administrative Revised on: July 2016
Jean-Michel Etienne
Expenses
Why?
To ensure that General & Administrative expenses are properly recorded for Groupe reporting
and Solution Hubs. This is vital to allow meaningful calculation of the ratio of G & A expenses to
revenue and its comparison between Business Units.
For whom?
reporting. It must also be applied in the preparation of annual Commitment and rolling forecasts.
What?
General & Administrative expenses include all operating expenses not specifically allocated to the
other operating cost sections: Cost of billings, Personnel costs, Cost of sales, Bad debt allowance
and write-off, Other operating income & intercompany income and expenses, Depreciation,
Changes in provisions for risk & charges.
They include costs non billable to clients such as:

• Occupancy costs :
o Third party Office rent expense (see definition below);
o Office maintenance, utilities & services charges ;
o Rental income on subleases to third parties (see definition below);
o Intercompany rental income and expense (see definition below);
o Equipment rental (operating leases);
o Facility management;
• Shared Services Costs (see II.9 Shared service costs) :

o They include all Shared Services Centers costs and related recharge for services
rendered by SSC’s to Groupe Business Units. These services are split between
Business and IT Services and further split between Core and Non-Core Services.
o They also include services rendered intra Shared Service Centers.
• Other General & Administrative Expenses :

o Audit fees;
o Mileage allowances – petrol
o Travel & Living;
o Legal fees;
o Recruitment costs;
o New business expenses (see definition below);
o Agency Publicity, Sponsoring and Internal Communication;
o Charitable and Donations;
o Insurance;
o Service costs – Accounting, treasury, tax;
o Service costs – Other services;
o Taxes (other than income taxes) (see definition below);
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Expenses
o Studies, Research and Modelling;
o Training costs, seminars and events;
o Consultancy fees;
o Office supplies and stationery;
o Telecommunications, telepresence and mail;
o Service costs – IT;
o Bank fees;
o Other expenses/income (see. II.10.5).
They exclude the following:

• Rental income from third parties on property owned by the Business Unit which should
be recorded as Other Operating Income;
• Costs incurred by a Business Unit which are directly billed to the clients that should be
recorded as Cost of billings (or in Work in Progress if billable but unbilled – see II.2);
such costs are included in Cost of billings;
• Costs to fulfill client contract which are not directly billed to the client, such costs are
included in Cost of sales;
• Personnel costs (see definition of Personnel costs in II.4). In particular G&A excludes
the cost of long-term and short-term temporaries and freelancers – such costs are
included in personnel costs (see appendix in Headcount II.22);
• Interest expense which should be recorded either as Interest expense or Interest expense
on finance leases according to the type of financial indebtedness on which the interest is
due;
• Bad debt expenses which should be recorded as Bad Debt Allowance;
• Foreign exchange differences which should be recorded as Exchange Losses or Exchange
Gains;
• Taxes on income which should be recorded as Current Income Tax, and
• Depreciation and amortization.
Rent expense and rental income

Office rental expense and income is included in three separate captions in General and
Administrative expenses:
• Third party Office rent expense is the gross rent expense incurred on the Business Unit’s
property leases with third parties. It excludes utilities and service charges (which are shown
on a separate line). No rental income is netted against this expense.
• Intercompany rental income and expense includes all income and expenses arising on
property leases between Groupe Business Units, irrespective of whether the lessor owns the
property or not. Depending on contractual arrangements between Groupe Business Units,
the rental charge often includes a service or utilities fee. Business Units must agree on the
treatment to ensure that intercompany income matches intercompany expense.
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Jean-Michel Etienne
Expenses Revised on: July 2016
• Rental income on subleases to third parties. It should be noted that this income only
concerns subleases to third parties in respect of which a corresponding expense is recorded
on “Third party Office rent expense” above. Rental income where the Business Unit is the
owner of the property is recorded in Other Operating Income (See II.11).
All rental expense should be recognized on a straight-line basis over the period from the
inception of the lease to the first break-date (i.e. without penalties) of the lease.
In concrete terms this means:

- The benefit of rent “holidays” or rent free periods should be recognized on a straight-line basis
over the abovementioned period. This should be reported in Deferred Income.
- Where stepped contractual rent increases exist a straight-line expense should be recorded,
- Contractual costs of restitution (or of restoring dilapidated property) should be estimated in
line with the contract at the start of the lease and recognized as a fixed asset with a counterparty
in Other Provisions. The Business Unit which have the lease obligation towards the Landlord
must be in charge of the provision computation. The liability should be reassessed on an annual
basis, or at any time the Business Unit becomes aware of a material change in the cost of
restitution, at which point the liability and asset should be amended accordingly. The Asset is
depreciated through depreciation line in the income statement. The Provision is recorded
“Other provisions for risks and charges” and remains intact until the contractual restitution
costs are needed at the end of the lease.
- Government tax breaks and incentives for relocation should be recognized on a straight-line
basis,
- Cash incentives received from landlords should be recognized on a straight-line basis.
Similarly, landlord capex leads to:

- Recognition of tangible assets (III.3), which are depreciated over the shorter of the useful
economic life (III.5) and the period to the first break-date of the lease.
- A matching credit to deferred income (Landlord Incentive deferred income account). Such
deferred income is amortized through the income statement on a straight-line basis over the
period to the first break-date of the lease.
New business expenses

This caption includes the costs incurred relating to new client development or promotional
activities (pitch costs), whether the pitch was successful or not, but excludes the following:
• salaries, wages and related benefits of personnel performing new business activities, which
should be recorded as Personnel Costs,
• travel, entertainment and other out of pocket costs, which should be recorded based on their
nature under Travel & living, Mileage allowances – petrol sub-caption of General &
Administrative expenses,
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Expenses
• expenses incurred during the proposal process that may be billed to the client under the terms
of existing contracts; which should be recorded as Work in Progress until their recognition in
the income statement as Cost of billings.
Costs incurred on new business activities should not be deferred under any circumstances.
All costs should be expensed as incurred unless they are directly billable to clients under existing
contracts in which case they should be recorded in Work in Progress until billed.
Taxes (other than income taxes)

All taxes (excluding income taxes) are recorded based on the following principles :
• The obligating event for the recognition of a liability is the activity that triggers the payment
of the levy in accordance with the relevant legislation.
• The liability is recognized progressively if the obligating event occurs over a period of time.
If an obligation is triggered on reaching a minimum threshold, the liability is recognized when that
minimum threshold is reached.
The same recognition principles are applied in interim financial reports.
The illustrative examples of how to account for various types of levies are briefly summarized
below:
Type Obligating event Interim reports

Levy triggered progressively Generation of revenue Recognize progressively
as revenue is generated in (recognize progressively) based on revenue generated
current period
Levy triggered in full if entity Operating in this specific Only recognize in an interim
operates in a specific business business at the end of the period that includes the last
at the end of the reporting reporting period (full day of the annual reporting
period recognition at that time) period
Levy triggered if revenues are Reaching the minimum Only recognize in an interim
above a minimum threshold threshold (recognize an period where the minimum
amount consistent with the threshold has been met or
obligation at that time) exceeded
Penalties and interests for late payment are also included in Taxes (other than income taxes).
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Expenses Revised on: July 2016
General & Administrative expenses I/C and third party declaration :

The different captions of General & Administrative expenses are broken down for Groupe
reporting purposes as follows:
• Intercompany G&A expenses: Includes all G&A expenses that were charged by another
Groupe entity to the Business Unit. It does not include staff costs recharged to the Business
Unit for loaned staff, which should be recorded as Intercompany staff costs recharges, a sub-
caption of Personnel costs.
• Outside Groupe G&A expenses: Includes all G&A expenses that do not meet the definition
of Intercompany G&A expenses.
This breakdown is necessary to obtain the correct amount of G&A expenses at a consolidated
level.
Who?
Reporting of General & Administrative expenses in accordance with Groupe policy is the
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Shared Service Costs Revised on: July 2016
Why?
To ensure that Shared Service costs are properly recorded for Groupe reporting purposes and that
For whom?
What?
Shared Service Centers are defined as separate organizations, focused exclusively on the
provision of various administrative functions to Business Units. (cf. Janus 1).
• All services rendered by the Shared Service Centers to Groupe Business Units should be
recorded under this caption. They include :
o Business Services : accounting, treasury, tax legal, Payroll/HR, real estate,
coordination, procurement and any other services as stated in the global SLA.
o IT Services : such as connectivity, Global productivity platform, customer services,
security, core application, etc… (see detailed list in appendix of “3.29 – HFM SSC
Accounts 2016 Instruction” available on the Groupe Finance Portal).
• Shared Services Costs also include the services (Costs and Income) rendered intra SSC.
The sharing of administrative staff between Business Units (e.g. receptionists, janitors, nurses, etc.)
does not constitute a shared service cost.
Also, the share of premises between Business Units does not constitute a Shared Service. Where
this occurs, the corresponding income and expense are recognized in “Intercompany rental
income and expense” (see II.10) and not in shared services costs, with no exception..
The Groupe is highly committed to develop Shared Service Center platforms to improve the
efficiency of operations and to save costs.
How?
Shared services should be recognized by the Business Unit as General & Administrative expenses.
Shared services in the Groupe are defined as belonging to one of the two administrative functions
referred to above.
1) At the Shared Service Center level
The Shared Service Center record the costs incurred in the usual income statement account (i.e.
Personnel costs, General & Administrative expenses, Depreciation…).
When the Shared Service Center re-charge a Business Unit, the related income should be recorded
through Business Services recharge or IT Services recharge in specific accounts which are splitted
between Core and Non-Core Services.
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Shared Service Costs Revised on: July 2016
Cross charges between SSC should be recorded in intra SSC accounts which are restricted to SSC
units.
On the balance sheet, the corresponding receivable should be recorded under Intercompany
Receivables.
2) At the Business Unit level

The Business Unit records the Shared Service Center costs under Business Services Costs and IT
Services Costs which are splitted between Core and Non-Core Services.
The Business Unit should also report the shared services as “Intercompany G&A expenses” in
the analysis of G&A between “Intercompany” and “Outside the Groupe”.
On the balance sheet, the payable should be recorded under Intercompany Payables.
Who?
Accounting and reporting of shared service costs in accordance with Groupe policy is the
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Intercompany Income and
Jean-Michel Etienne Expenses Revised on: July 2016
Why?
To ensure that Intercompany Income and Expenses are properly recorded for Groupe reporting
and Solution Hubs.
For whom?
What?
Intercompany Income and Expenses include the following:
1) Intercompany Production Platform Recharge :

Refer to II.4 – Personnel Costs.
2) Groupe Advisory Service Fees (ASF) income (expense):

Refer to II.12 – Advisory Service Fees.
Solution Hub HQ Advisory Service Fee income and expense should also be recorded in this
account.
3) Intercompany coordination fees income (expense):
Coordination fees are required to be paid to Business Units managing the Worldwide or Regional
relationship with the related international client. These fees fund the GCL (Global Client Leads)
and their support infrastructure in providing central control and resources for such international
accounts.
This account records both the income earned by Business Units invoicing such fees (except when
authorization has been granted by the Groupe Finance Department to include such income in
billings – see II.1) and all expenses incurred by Business Units receiving such fees.
4) Other intercompany management and guarantee fees income (expense):
This account includes income and expenses in respect of all intercompany management, service
and other fees recharged between Groupe Business Units, not included in 1) and 2) above.
It specifically includes all income and expense arising on parent company guarantees (e.g., when
a parent company guarantees a subsidiary’s lease).
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Intercompany Income and
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5) Other Income/Expenses from IC Recharge:

services of another Business Unit for its own purpose, for an internal project for example, or to
provide services to third parties.
This account includes the income generated by the providing Business Unit from billing the
client Business Unit.
This account exclude the following :
• Work which will be directly billable to the client Business Unit’s customers (income in
respect of such work is included in “Intercompany billings”),
• Income from Intercompany staff cost recharges whether billable or not to the client
Business Unit’s customers. This income is netted against personnel expenses under the
“Intercompany staff cost recharges” heading (see II.4 “Personnel costs” and II.5 “Inter
agency staff recharges”), and
• Intercompany rental income, which is included in Intercompany rental income and
expense in General and Administrative expenses (see II.8 “General and Administrative
expenses”).
Thus this account only records income from amounts billed to other Groupe Business Units in
respect of non-rental General and Administrative expenses. Such income is analyzed between
“Accounting, Treasury and Tax”, “IT” and “Other” for Shared Services Centers and classified
as “Other” for Business Units.
6) Other operating income:

This includes miscellaneous income generated outside of normal trading activities, such as rental
income from third parties on property owned by the Business Unit, insurance indemnities
received, etc (see II.11 “Other operating income”).
How?
Intercompany income should not be recognized unless a contract or a purchase order exists.
All intercompany income and expenses referred to above should be recognized at the date of the
invoice except for ASF which is subject to a separate policy outlined in II.12. Accrued revenue
or deferred income should not be recognized in respect of the above intercompany income and
expenses.
Recognition of third party other operating income is performed in accordance with standard cut-
off techniques.
Who?
Reporting of Other Operating Income/Intercompany Income and Expenses in accordance with

Groupe policy is the responsibility of the Business Unit’s CFO.
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Other Operating Income
Jean-Michel Etienne
Why?
To ensure that Other Operating Income are properly recorded for Groupe reporting purposes
Solution Hubs.
For whom?
What?
Other Operating Income include the following:
1) Other operating income:

This includes miscellaneous income generated outside of normal trading activities, such as rental
income from third parties on property owned by the Business Unit, insurance indemnities
received, etc.
Business Units have to do their best to find a proper account in G&A expenses before
considering using “Other operating Income” account.
2) Change in provision for risks and charges:

Refer to II.14 – Change in provision for risks and charges.
3) Exchange Gains/Losses:
Refer to II.19 – Exchange Gains and (Losses).
How?
Recognition of third party other operating income is performed in accordance with standard cut-
off techniques.
Who?
Reporting of Other Operating Income in accordance with Groupe policy is the responsibility of
the Business Unit’s CFO.
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Why?
To ensure that Advisory Service Fees are properly recorded for Publicis Groupe reporting
purposes and that they are calculated and presented in a consistent manner in both the balance
sheet and the income statement
For whom?
This policy must be applied by all Business Units and Solution Hubs for monthly, and year-end
What?
Advisory Service Fees (ASF) represent the allocation, to all entities in the Groupe, of the direct
and indirect costs incurred by Groupe Headquarters (i.e. Publicis Groupe HQ, Solution Hub
Global HQ) to perform specialized advisory services on behalf of the Business Units. The qualified
and experienced personnel of Groupe Headquarters carry out specific tasks or research for the
Business Units. The Business Units thus benefit from the knowledge and expertise of such
personnel.
In exchange for specialized advisory services rendered by Groupe Headquarters to the Business
Units, each Business Unit is required to pay to Publicis Groupe Holding BV each year a service
fee called the Advisory Service Fee (“ASF”).
ASF charge from Publicis Groupe HQ and Solution Hub Global HQ are recorded in the “ASF
Expense” heading.
All other service fees charged to Business Units (including from Solution Hub Global HQ) should
be recorded under “Other Intercompany management fees income (expense)”. In addition, other
management fees can only be recorded upon receipt of an invoice.
How?
Advisory Service Fees are allocated to Business Units on the basis of:
• the proportion of revenue to the total Publicis Groupe revenue for Publicis Groupe HQ
costs and
• the proportion of revenue to the total Solution Hub revenue for Solution Hub Global HQ
costs.
Income statement recognition of ASF fees is purely on the basis of revenue multiplied by
an ASF rate. This ASF rate is determined by the Groupe Finance Department once a year
during the commitment process. This income statement expense is booked monthly for
all months up to and including December.
The ASF accrual is recorded as “Advisory Service Fee Accrual”, a liability account in the
balance sheet (Note: Only accruals for ASF from Publicis Groupe HQ & Solution Hub
Global HQ are recorded herein).
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As revenue is reported in HFM in local currency, the Advisory Service Fee expense in the income
statement and the corresponding balance sheet liability are also denominated in local currency.
However, ASF invoices issued by Publicis Groupe Holdings BV are denominated in euros.
Hedging the resulting foreign exchange exposure is the responsibility of the Business Unit when
applicable (this concerns Business Units whose reporting currency is not euros).
As explained in Appendix 1 hereto, ASF invoices/credit notes received from Publicis

Groupe Holdings BV are never recorded in income statement (always in the balance-
sheet). This applies for all invoices/credit notes (progress fee, November invoice and final
adjusting invoice/credit note).
The difference between the total income statement expense and the actual invoices/ credit notes
is dealt with through a sub-account of retained earnings (See III.22 “Retained Earnings” and a
brief description hereafter).
The manner in which ASF is to be recorded in the balance sheet both during the year and at year
end (Year-end true up) is set out in detail in Appendix 1 hereto.
No transactions other than the ASF ones should be booked in the ASF accounts, i.e. :
• ASF expense (in income statement)
• ASF accrual, ASF payable, ASF receivable and ASF true-up (in the balance-sheet)
The difference between ASF charged in the income statement (based on a percentage of revenue)
and the annual invoice resulting from the true-up exercise does not give rise to deferred tax. It is
a permanent difference in the tax proof for Groupe reporting purposes.
Who?
Reporting of Advisory Service Fees in accordance with Groupe policy is the responsibility of the
Business Unit or Solution Hub’s CFO.
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II.12 - Appendix 1: Balance sheet treatment of Advisory Service Fees 1/2
Four major ASF “events” occur each year:
• An accrual is recognized every month on the basis of a percentage (ASF rate) applied to
revenue (the ASF rate is provided by the Groupe Finance Department each year),
• A progress fee is issued in mid-year (usually in May),
• A final year end ASF invoice is issued (usually in November), and
• In the spring of the following year (usually May), a final adjusting invoice (or credit note)
is issued in respect of the prior year (it arises as the year end ASF invoice is based on
forecast figures and is adjusted in the following year to be in line with actual costs).
Four balance sheet accounts exist in respect of advisory service fees:
• An “Advisory Service Fee accrual” account in liabilities, which is credited monthly as
the counterpart of the ASF expense in the income statement.
Movements on this account are as follows:
o it is credited each month with the double entry to the income statement,
o it is debited in mid-year (usually in May) to record the ASF progress fee, as a
counterpart of the account “Advisory Service Fee payable”,
o it is debited prior to year end (usually November) to record the year end ASF
invoice as a counterpart of the account “Advisory Service Fee payable”, and
o the remaining balance after the above entries is reversed at year-end, through the
“Advisory Service Fee true-up” account in retained earnings.
No other entries should be booked to this account.
Monthly entry
Debit ASF Expense
Credit: Advisory Service Fee accrual
(entry booked in local currency)
Progress fee entry (in May)
Debit: Advisory Service Fee accrual
Credit: Advisory Service Fee payable
(the amount being the local currency equivalent of the ASF invoice)
Year end invoice entry (in November)
(the amount being the local currency equivalent of the ASF invoice)
Year end entry
Debit or Credit: Advisory Service Fee accrual
Debit or Credit: Advisory Service Fee true-up
(being the full elimination of the local currency accrual remaining on the Business Unit’s books,
whether positive or negative)
• An “Advisory Service Fee true-up” account in retained earnings. This account records
only two entries each year:
o At year end, a debit or credit to eliminate the remaining year-end balance on the
Advisory Service Fee accrual account referred to the previous page;
o In spring of each year (usually May), a debit or credit to reflect the final invoice (or
credit note) adjusting the prior year ASF invoice. This is a double entry to the
“Advisory Service Fee payable” account referred to below.
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II.12 - Appendix 1: Balance sheet treatment of Advisory Service Fees 2/2
• An “Advisory Service Fee payable”. This account records all invoices (or credit notes)
received by the business units from Publicis Groupe Holdings BV (on behalf of Publicis
Groupe HQ and Global Solution Hub HQ) and all payments made to such entities. It is a
genuine intercompany balance sheet account, denominated in Euros, and as such must be
reported in intercompany accounts under the intercompany procedure (IV.2).
Movements in the “Advisory Service Fee payable” account are as follows:
1. It is credited with the progress fee invoice and the year-end invoice received from Publicis
Groupe Holdings BV (by the debit of “Advisory Service Fee accrual” account, as described
on the previous page),
2. It is debited or credited with the final invoice (credit note) adjusting the prior year ASF
invoice (double entry to the “Advisory Service Fee true-up” account in retained earnings,
as described above),
Debit or Credit: Advisory Service Fee payable
Debit or Credit: Advisory Service Fee true-up
3. It is debited by all amounts paid to Publicis Groupe Holdings BV in Euros,
Debit: Advisory Service Fee payable
Credit: Cash
Where withholding taxes or other taxes are incurred in relationship with ASF, the above
entry should be modified. Withholding taxes and other taxes on ASF are a charge of the
recipient of the income (i.e. Publicis Groupe Holdings BV) and not one of debtor (i.e. the
Business Unit) (see Janus II.20 “Income tax expense”).
However, the debtor is the one committed to pay to the tax authorities withholding taxes
and other taxes due, the ASF payment by the debtor to the recipient being net of taxes. But
because withholding taxes and other taxes are only payable to the tax authorities when the
payment to the recipient occurs, no debt towards tax authorities must be recognized
beforehand.
Consequently, as long as the ASF invoice is not paid, the ASF payable must be reported
for its gross amount (without deducting any tax).
At the time of payment to the recipient, the ASF payable (gross) is debited by all taxes
payable to local tax authorities with a credit in bank for the net amount and another credit
in bank (or in other creditors/tax authorities) for withholding taxes and other taxes,
Debit: Advisory Service Fee payable
Credit: Tax authorities payable
Credit: Cash
4. At every month end until the final settlement, the ASF payable is converted into local
currency at the exchange rate applicable at the month end (treated like any other
receivable/payable in foreign currency – differences taken to Exchange gain/Loss)
Debit/Credit: Advisory Service Fee payable
Debit: Exchange Loss
Credit: Exchange gain
An “Advisory Service Fee receivable”. This account is used by the Business Unit to
report the ASF payable balance at month end closing when this balance is a debit (e.g. when
a Business Unit receives a credit note as ASF adjustment related to the previous year which
is greater than the current progress fee or when November invoice is a credit note).
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Depreciation and
Jean-Michel Etienne Amortization Revised on: July 2016
Why?
To ensure that Depreciation and Amortization are properly recorded for Groupe reporting
purposes and that they are calculated and presented consistently by all Business Units and Solution
Hubs.
For whom?
What?
Depreciation or amortization is an expense resulting from the systematic allocation of the cost of
an asset (less its residual value) over its useful life.
Depreciation includes the following items:
1) Amortization of Intangible Assets: includes all amortization allowances and write-offs of
intangible assets with a finite useful life (client lists, software, etc).
Notes a) Intangible assets with an indefinite useful life (tradenames, etc.) are subject to
impairment tests rather than amortization (see II.15 “Impairment of goodwill and
intangibles with indefinite useful lives” and III.1 “Intangible Assets”)
b) Groupe policies, set out in III.1 “Intangible assets”, apply concerning the
capitalization of intangible assets. All capitalization of intangible assets requires the
approval of the Groupe Finance Department.
2) Depreciation of Tangible Assets: includes all depreciation allowances on property, plant and
equipment (such as buildings, office furniture, equipment, computer hardware, etc.), including
depreciation on assets under finance or capital leases. Depreciation of Tangible Assets
specifically includes accelerated depreciation and write-offs of equipment, fixtures and fittings,
etc. arising in all circumstances. This should be reported in Depreciation and not in Non-
Current Income Expense.
How?
Depreciation and amortization are recognized monthly using the straight-line method, which
entails allocating the same depreciation charge to each month of an asset’s estimated useful
economic life. No other method should be used.
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Depreciation and
Jean-Michel Etienne Amortization Revised on: July 2016
The useful economic lives to be used for Groupe reporting purposes are as follows:
TANGIBLE ASSET CATEGORY USEFUL ECONOMIC LIFE
Land Not depreciated
Buildings 20 to 70 years
Fixtures, fittings and general 10 years
installations
Leasehold improvements Period to first break of lease – maximum 10 years
Landlord and Depreciation / Dilapidation Earliest of period to first break in lease or useful life of
Assets the asset.
NB. Landlord incentive to be amortized over period to
first lease break , not necessarily in line with the asset
depreciation.
Office equipment & furniture 5 to 10 years
Machinery and production equipment 5 to 10 years
Company cars 4 years
Desktop, Laptop and Server Hardware 4 Years
Desktop Productivity suite 2-3 years, depending on business needs
Network Infrastructure 6-7 years
Who?
Reporting of Depreciation and Amortization in accordance with Groupe policy is the
responsibility of the Business Unit's CFO.
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Change in provisions for
Jean-Michel Etienne risks and charges Revised on: July 2016
Why?
To ensure that Changes in provisions for risks and charges are properly recorded for Groupe
reporting purposes and that they are calculated and presented in a consistent manner by all
Business Units and Solution Hubs.
For whom?
What?
Provisions for risks and charges are liabilities, generally of a long-term nature or of uncertain timing
or amount. They are recorded in the balance sheet. Policies for their recognition and valuation are
described in III.25 to III.29.
All changes in provisions for risks and charges are recorded, subject to a number of exceptions
listed in section 2 below, in the income statement caption “Changes in provisions for risks and
charges”.
1) Principal types of provision in respect of which changes are recorded in “Changes in

provisions for risks and charges”
• provisions for foreseeable losses on contracts (See III.29),
• provisions for litigation - See III.29 (note: excluding provisions for litigation with
employees and freelancers which are recorded under “Employee and related payables” in
the balance sheet and changes therein are recorded in Severance Costs, subsection of
Personnel costs),
• costs on onerous contracts (Group should be informed of any provision for onerous
contract above 100k€),
• provisions for risks in respect of taxes other than income taxes (See III.29).
In respect of such provisions the income statement caption “Changes in provisions for risks and
charges” includes:
• Increases in provisions for risks and charges,
• Reversals of provisions for risks and charges (whether triggered by a cost being occurred
or whether no longer required), and
• Costs incurred in relation to provisions for risks and charges previously recognized.
Approval of the Groupe Finance Department must be obtained for any individual
increase, decrease or cost recorded in this income statement caption which is greater than
100 000 Euros.
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Change in provisons for
Jean-Michel Etienne risks and charges Revised on: July 2016
2) Principal types of provision for risks and charges in respect of which changes are
recorded directly under the related income statement account (i.e., exceptions to the
rule set out in section 1 above)
Changes in certain types of provisions for risks and charges are, on the contrary, recorded directly
under the related income statement account:
• changes in provisions for pensions and post-employment benefits are recorded in either
Personnel costs or Financial income (expense) (see III.28 “Provisions for pensions and
other long term benefits” for a full presentation of accounting for pensions),
• changes in provisions for employee redundancy are recorded in Personnel costs (see III.26);
• provisions for vacant location (See III.27), and
• changes in provisions for income tax risks are recorded in income tax expense (see II.20).
Furthermore, where provisions for risks and charges are discounted (which occurs when the effect
of discounting is material – i.e., when the pre-tax effect is greater than either 10% of the provision
or 100 000 Euros), increases in provisions resulting from the unwinding of the discount are
recognized as a component of “Interest on discounted long-term provisions” (a sub-caption of
“Financial Income (expense)” – see II.17) instead of in “Changes in Provisions for Risks and
Charges”. All discounting of long-term provisions must be approved by the Groupe Finance
Department.
Changes in respect of provisions for risks and charges other than for those identified in sections
1) and 2) above should be recorded either in the income statement account most relevant to the
provision or in the account referred to by this policy. Any decreases in such provisions must
however be recorded in the same income statement account that the original increase was recorded
in.
How?
Changes in provisions for risks and charges are recorded in the income statement at the date of
the related increase or decrease in the balance sheet provision.
Reference should be made in particular to III.29 “Other provisions for risks and charges”, which
provides both general recognition criteria for all provisions and specific criteria in respect of
recognition of provisions for tax risks.
Who?
Reporting and approval of Changes in provisions for risks and charges in accordance with Groupe
policy is the responsibility of the Business Unit’s CFO.
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and Intangibles with II.15 – Page 1/1
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Indefinite Useful Lives Revised on: July 2016
Why?
Ensure that any impairment losses in respect of such assets (Referred to below as “Impairment”)
are properly recorded for Groupe reporting purposes, in a context where goodwill and intangible
assets with indefinite useful lives are not amortized under IFRS.
For whom?
Impairment tests are never performed at Business Unit level unless instructions to do so are
received from the Groupe Finance Department.
The role of Solution Hub or if necessary Business Units, in respect of Impairment, is to supply all
requested information to the Groupe Finance Department and to record all accounting entries as
instructed.
What and how?

Impairment tests are carried out by comparing the assets’ net carrying values to their recoverable
values.
As this matter is not dealt with locally, detailed methodology is not set out in this policy. Solution
Hub CFO’s of if necessary Business Unit CFO’s requiring further information should address any
queries to the Groupe Finance Department.
Who?
Accounting for Impairment is the responsibility of the Groupe Finance Department.
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Capital Gains and Loss on
Jean-Michel Etienne assets disposals Revised on: July 2016
Why?
To ensure that Capital Gains and (Losses) on Asset Disposals are properly recorded for Groupe
reporting purposes and that they are calculated and presented in a consistent manner by all
To ensure that intercompany loan forgiveness income (expense) is recorded symmetrically in the
Groupe reporting of both Business Units.
For whom?
What?
Capital Gain (Loss) on Asset Disposals includes the following on transactions with both third
parties and other Groupe entities :
• Profits/losses on disposals of tangible and intangible assets. For disposals that are part of a
restructuring plan, coordination with the Groupe Finance Department is required to determine
the adequate accounting treatment,
• Profits/losses on disposals of investments (consolidated companies, non-consolidated
companies and companies accounted for under the equity method),
• Provisions for impairment of Investments in Non-Consolidated Companies (See III.8
“Investments in Non-Consolidated Companies”),
Capital Gain (Loss) on Asset Disposals also includes (in its sub-caption related to intercompany
transactions), Intercompany loan forgiveness income (expense).
Capital Gain (Loss) on Asset Disposals excludes:
• Write-offs of the net book value of tangible and intangible assets when the asset is definitively
withdrawn from use and no future economic benefits are expected from its disposal. Such
write-offs are included in Depreciation and Amortization (II.13).
• Profits/losses on disposals of marketable securities (as they represent cash equivalents). Such
profits should be recorded under "Interest income" and such losses should be recorded under
"Interest expense", both sub-captions of Financial income.
Remeasurement gain or loss
Additional acquisition of securities with the exclusive takeover of an entity previously under
significant influence leads to the recognition of a disposal gain or loss calculated on the entire
interest at the transaction date.
The previously held interest is remeasured at fair value through Capital Gains (Losses) on asset
disposal account at the time of the exclusive takeover.
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Capital Gains and Loss on
Jean-Michel Etienne assets disposals Revised on: July 2016
How?
Transactions with third parties

Gains or losses arising from the retirement or disposal of an asset should be determined as the
difference between the net disposal proceeds and the net book value of the asset per Groupe
reporting at the date of disposal.
Transactions with other Groupe Business Units
1) Intercompany asset disposals or transfers (other than consolidated investments)

Capital gains (losses) resulting from an intercompany asset disposal/transfer should be clearly
identified and disclosed separately for Groupe reporting purposes. According to Groupe policy
(see III.3), assets acquired from other Groupe Business Units should be transferred at the selling
Business Unit's net book value at the time of transfer, therefore capital gains (losses) resulting
from an intercompany disposal should not exist. Intercompany transfers of Intangible assets and
Investments should be valued and approved by the Groupe Finance Department.
2) Disposal/transfer of consolidated investments

Gains (losses) on disposals of consolidated investments are determined by the Groupe Finance
Department in the context of preparation of the consolidated accounts. This calculation is based
on the consolidated value of the investment.
The sale price of any consolidated investment must be approved by the Groupe CFO.
For Groupe reporting purposes, a Business Unit should report the gain (loss) on these
investments as the difference between the net disposal proceeds and the cost of the
investment on the Business Unit's books.
In case of winding-up, please contact Groupe Finance Department to determine the

adequate accounting treatment.
3) Intercompany loan forgiveness income (expense):

The income statement effect of loan forgiveness (notably in cases of recapitalization of subsidiary
Business Units) for both parties to the loan is also recognized in Capital Gain & Loss on Asset
Disposals (see also III.10 “Intercompany Loans, Advances and Deposits” and III.32
“Intercompany Financial Debt»). Business Units using this account should liaise closely with the
Groupe Finance Department in order to ensure that the accounting treatment is correct. Fully
signed legal documentation must be in place prior to recognition.
Who?
Reporting of Capital Gains and (Losses) on Asset Disposals in accordance with Groupe policy is
the responsibility of the Business Unit’s CFO.
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Financial Income (Expense)
Jean-Michel Etienne
Why?
To ensure that Financial Income (Expense) is properly recorded for Groupe reporting purposes
and that it is calculated and presented in a consistent manner by all Business Units and Solution
Hubs.
For whom?
What?
Financial Income (Expense) includes the following items:
1) Interest expense represents the cost of borrowing funds from all third parties, whether they
are banks and financial institutions or simply suppliers or other creditors. Interest expense
includes:
a) Interest accrued on outstanding financial debt with banks;
b) Interest accrued under supplier contracts;
c) Interest accrued under agreements for maintenance of a revolving credit line;
d) Interest accrued for factoring/securitization and discounting of Trade Receivables (to be
approved by the Groupe Finance Department – see III.14);
e) Interest expense required to be recognized in respect of derivatives (all accounting for
derivatives must be performed in conformity with the separate detailed instructions issued
by the Groupe Finance Department);
f) Interest accrued for outstanding redeemable preferred shares (to be approved by the
Groupe Finance Department);
g) Losses on the disposal of marketable securities.
Interest Expense excludes:
a) Bank charges (fees charged by banks for the conduct of normal banking business) which
are recorded as General & Administrative expenses;
b) Realized foreign exchange losses on settlement of monetary items in the period, which are
recorded as "Exchange (Losses)";
c) Unrealized foreign exchange losses arising on translation of assets and liabilities
denominated in foreign currencies, which are recorded as "Exchange (Losses)";
d) Amounts accrued in respect of outstanding capital and finance lease obligations, recorded
as "Interest Expense of Finance Leases";
e) Interest charged by federal or local tax authorities resulting from a tax audit, which should
be recorded as "Income Tax Expense" (see II.20) or Taxes (other than income taxes) (see.
II.8.
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Note: For any interest-bearing assets, which can legally be offset against specified debt on the
balance sheet, the interest income earned on the asset should be offset against the related
interest expense; to the extent it does not exceed the interest expense on the related debt. Any
residual interest income should be classified as Interest Income.
2) Interest expense of finance leases: includes interest expense accrued on outstanding capital
and finance lease obligations net of any interest income earned under capital subleases, if any
(see III.4).
3) Interest income represents the revenue earned from loaning funds to all third parties. Interest
income includes:
a) Interest earned on interest bearing long term and short term financial receivables (example:
interest-bearing deposits with banks);
b) Interest earned on interest-bearing marketable securities and gains on the disposal of
marketable securities;
c) Interest earned on accounts and notes with customers;
d) Interest income required to be recognized in respect of derivatives (all accounting for
derivatives must be performed in conformity with the separate detailed instructions issued
by the Groupe Finance Department).
Interest income excludes:
a) Realized foreign exchange gains on settlement of monetary items in the period, which
should be recorded as "Exchange Gains";
b) Unrealized foreign exchange gains arising on translation of assets and liabilities
denominated in foreign currencies, which are recorded as "Exchange Gains".
Note: For any interest-bearing assets, which can legally be offset against specified debt on the
balance sheet, the interest income earned on the asset should be offset against the related
interest expense to the extent it does not exceed the interest expense on the related debt. Any
residual interest income should be classified as Interest Income.
4) Exchange gains and exchange (losses): as defined in II.19.
5) Interest expense on unwinding of discount on long-term provisions: Long-term
provisions are discounted when the effect of discounting is material. This discount unwinds
as the date for settlement of the obligation nears, generating an interest expense in the income
statement and an increase in the amount of the long-term provision in the balance sheet (See.
III.26 “Provisions for restructuring”, III.27 “Provisions for vacant location” and III.29 “Other
provisions for Risks and Charges”). All discounting of long-term provisions must be approved
by the Groupe Finance Department.
This caption also includes financial income (expense) from both interest costs on unwinding
of discount and expected return on plan assets pertaining to defined benefit pension plans (see
III.28 “Provisions for pensions and other long term benefits” for a full presentation of
accounting for pensions and long term benefits).
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6) Dividends received : includes dividends received and receivable from consolidated and non-
consolidated companies recorded gross of withholding taxes (see II.18).
7) Provisions on financial assets outside the Groupe: includes the change in provisions on
loans to third parties, loans to affiliates, financial receivables, guarantees & deposits and other
financial assets. NB: For Groupe reporting purposes, provisions on Intercompany
Investments or Receivables balances must in no circumstances be recorded - However
when a company ceases to be consolidated, the need for a provision should be reviewed and,
if necessary, a provision should be estimated and recognized.
8) Early payment discounts (EPDs) which include both cash discounts received from
suppliers (See II.2 “Cost of Billings” and III.34 “Trade Payables”) and cash discounts granted
to clients (See II.1 “Billings” and III.14 “Trade Receivables”).
9) Earn Out Revaluation: includes any revaluation of Earn Out after initial valuation. The
account is only available at Group level and all accounting is performed by the Groupe finance
Departement.
How?
Accrued interest must be recognized as on a time-proportion basis and should take into account
the effective rate of interest on the financial debt (where this rate is different from the nominal
rate). In addition to interest, all fees, transaction costs, premiums, discounts etc. are taken into
account in calculating the effective interest rate.
Recognition of dividends is addressed in II.18 “Dividend Income”.
Recognition of foreign exchange gains and losses is addressed in II.19 “Exchange gains and
losses”.
Who?
Reporting of Financial Income (Expense) in accordance with Groupe policy is the responsibility
of the Business Unit’s CFO.
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Dividend Income
Jean-Michel Etienne
Why?
To ensure that Dividend Income is properly recorded for Groupe reporting purposes and that it
is calculated and presented in a consistent manner by all Business Units and Solution Hubs.
For whom?
What?
Both dividends received from other Groupe Business Units and from third parties are recorded
in “Dividends Received”, a sub-caption of “Financial Income”.
However, dividends received from other Groupe Business Units should be declared as
Intercompany transaction, to properly eliminate these transactions on consolidation.
How?
Dividends received are recorded on a cash basis, i.e., they are recorded at the date that payment is
received.
For Intra Group dividends, it is the responsibility of the paying Business Unit to obtain
confirmation that the receiving Business Unit has recognized an Intercompany Dividend Income
within the period that matches its dividend payment (see “Retained Earnings” – III.22 and
“Intercompany Procedures” – IV.2).
Dividends received are recorded in income at their gross amount inclusive of any withholding
taxes paid (on the receiving Business Unit’s behalf) by the payer.
The difference between the payment received and the gross amount of dividend income is
recognized as income tax expense. If such withholding taxes are recoverable by the receiving
Business Unit, this Business Unit will record a tax income (negative expense) and a corresponding
receivable on the tax authorities (see II.20 – Income tax expense).
Current Groupe policy is for annual payment of a dividend representing at least 75% of net income
or 100% of the amount distributable if 75% of net income cannot be distributed due to tax or
statutory limits (see Volume 1).
Any payment of a dividend should be coordinated with Groupe Finance Department.
Who?
Reporting of Intercompany Dividend Income in accordance with Groupe policy is the
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Exchange Gains and
Jean-Michel Etienne (Losses) Revised on: July 2016
Why?
To harmonies the accounting treatment of transactions in foreign currencies, to establish rules for
the valuation of assets and liabilities denominated in foreign currencies at the end of each period
and to ensure that Exchange Gains and (Losses) are properly recorded for Groupe reporting
purposes.
For whom?
The translation of Business Unit financial statements denominated in local currency amounts into
the currency of the consolidated financial statements (Euros) is not covered by this policy.
What?
Exchange Gains and Losses result from:

a) Foreign exchange differences arising on settlement of foreign currency amounts due or
payable,
b) Foreign exchange differences arising on the translation of all monetary assets and liabilities
(being payables, receivables, loans payable and loans receivable, cash and financial debt) at
period end, and
c) Under certain circumstances, the effect of remeasurement of foreign currency derivatives (FX
swaps, forward contracts, etc.).
The manner in which Exchange Gains and Losses arising under each of these circumstances should
be accounted for is set out in the “How?” section below.
An automatic reclassification of Foreign Exchange Gains and Losses posted in the Financial
Income exists in HFM to include the net FX P&L Impact in the Operating Income at Business
Unit and Solution Hub level. This is done to capture exchange gain and losses in the operating
performance of business units / Solution Hubs, and is reclassified at Groupe level for external
publication purposes only.
How?
The Groupe Finance Department notifies all Business Units monthly of the exchange rates to be
used at month-end.
Accounting for transactions in foreign currencies:

Foreign currency transactions (purchases and sales, borrowings, etc.) should be accounted for at
the exchange rate prevailing at date of the transaction. Business Units must use reliable sources
for such exchange rates (such as SSC treasury departments or their banks) – in the absence of such
reliable sources, the previous month-end exchange rate as communicated by the Groupe Finance
Department must be used.
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Exchange Gains and
Under no circumstances should an invoice or other transaction be booked at a budget or client

agreed foreign exchange rate.
All such transactions generate foreign currency monetary assets and liabilities which are the source
of Exchange Gains and Losses. This applies irrespective of whether such balances are settled (paid
or received):
• In the period, or
• After the end of the period.
a) Exchange Gains and Losses arising on settlement of foreign currency amounts

due or payable
The purchase or sale transaction is considered independently from the related payment. The
exchange gain or loss resulting from the difference between:
• the value previously recorded for the receivable or payable and
• the actual amount received or paid
is recorded in the income statement under Exchange Gains or Losses.
b) Exchange Gains and Losses arising on the translation of all monetary assets and
liabilities at period end
All monetary balances denominated in foreign currencies, including intercompany balances,
should be translated at the exchange rate prevailing at the relevant month-end as communicated
by the Groupe Finance Department. The gain or loss on translation should be recorded in the
income statement under Exchange Gains or Exchange Losses.
Note: One exception applies to the accounting treatment set out at a) and b) above. In the case
where the foreign exchange gains or losses are automatically billable to the client as per client
arrangements, the amount of Work in Progress (or Cost of billings if the amounts have been billed)
should be adjusted to include the amount of the gain or loss (and thus no Exchange Gain or
Exchange Loss should be recorded).
c) Under certain circumstances, the effect of remeasurement of foreign currency

derivatives (FX swaps, forward contracts, etc.)
All hedging transactions involving foreign currency derivatives must be performed in accordance
with the conditions set out in Volume 1.
Accounting for derivatives used to hedge transactions must be performed in conformity

with the instructions issued by the Groupe Finance Department. Guidance from Groupe
Finance should be systematically sought to ensure proper accounting of these
transactions.
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Exchange Gains and
Under those instructions:

• In certain circumstances (where the related hedged item is recognized in the balance sheet),
the remeasurement of foreign currency derivatives (FX swaps, forward contracts, etc.) at
period end may lead to recognition of Exchange Gains or Losses. However in the great
majority of cases, where hedges are effective (i.e., correctly matched) the foreign exchange
gain or loss on remeasurement of the derivative should compensate the foreign exchange gain
or loss on the underlying item (see a) and b) above),
• In other circumstances (such as in hedges of future sales and dividends), such remeasurement
leads, depending on the effectiveness of the hedge, to recognition of Other Comprehensive
Income (III.24) or Financial Income/Expense (II.17).
Who?
Accounting for transactions and balances denominated in foreign currencies and reporting of
Exchange Gains and Exchange (Losses) in accordance with Groupe policy is the responsibility of
It is also the responsibility of the Business Unit's CFO to ensure that no hedging is entered into
without the authorization of the Groupe Finance Department.
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Income Tax Expense
Jean-Michel Etienne
Why?
To ensure that the Income Tax Expense (both current and deferred) is properly recorded for
Groupe reporting purposes and that it is calculated and presented in a consistent manner by all
To facilitate analysis of the Groupe’s effective tax rate (“ETR”) with a view to its optimization
over the long run.
For whom?
What?
Income Tax Expense includes
• all current income taxes,
• changes in deferred tax assets and liabilities,
• changes in provisions for risks in respect of income taxes (see III.29 “Other Provisions for
Risks and Charges”),
• interests and penalties for late payment of income taxes,
• withholding taxes on dividends, Advisory Service Fees, interest and royalties received, as
detailed below, and
• reimbursement of taxes (as described above) as well as related interest by tax authorities.
It is recorded in the income statement accounts “Current income tax” and “Deferred income tax”.
It excludes taxes that are calculated on bases other than the taxable results of the Business Unit
(property taxes, transfer taxes, etc), which are recorded in General & Administrative expenses and
those directly related to personnel, which are recorded in Personnel costs. It also excludes VAT
and sales taxes.
How?
All Business Units must record income tax expense in Groupe reporting (at year end this must be
split between current and deferred).
1) Rules applicable for the preparation of year-end reporting, annual commitment and
rolling forecasts
Standalone Business Units (not part of tax group)

Current tax expense is calculated at year-end on the basis of locally applicable tax rates and
legislation enacted by the balance sheet date.
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Income Tax Expense
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Current tax income (negative expense) should only be recognized by standalone Business Units
when there is a right of carryback of current year losses against profits of prior periods (i.e. a
refund is expected to be obtained from the tax authorities). No tax income may be recorded in
respect of carryforward of current period losses by standalone Business Units (refer to III.30
“Deferred tax assets, Deferred tax liabilities”) without the prior approval of the Groupe Tax
Director (who decides whether recovery is probable or not).
When legal entity is constitutes with several Business Units, only one Business Unit can record
income tax. Previously the entity should inform and get the agreement of Groupe Finance.
Deferred tax expense (income) is equal to the difference between opening* net deferred tax
liabilities (assets) and closing net deferred tax liabilities (assets). Groupe accounting policies in
respect of deferred taxes are set out in III.30.
(* being prior year closing net deferred tax liabilities (assets))
Business Units that form part of tax groups

Current tax expense is calculated at year-end on the basis of locally applicable tax rates. Each
Business Unit must record its current tax expense based on the information provided by the Tax
Manager in charge of the Tax Group or by the person in charge of the Tax Group.
If a Tax Group wants to record income tax only at head of Tax Group level, Groupe Finance
should be informed in order to confirm its agreement.
Business Units must pay to the head of the tax group all advance and final payments of income
tax that it requests.
Current tax income (negative expense resulting from group relief) should only be recognized by
Business Units that are heads of tax groups (not by individual Business Units). It represents the
saving which results from offsetting taxable losses of certain Business Units against the taxable
profits of other Business Units. Current tax income which results from the recovery at the level
of a tax group of losses recorded by subsidiary Business Units should be recorded only in the
Business Unit which is the head of the tax group (unless there is a legal requirement to pay the
amount of tax recovered to loss-making Business Units. No other allocation or payment is made
to the loss-making Business Units).
Business Units that form part of tax groups can use their previous losses to reduce taxable profit
for the current year and thus reduce their current year tax expense – in such circumstances the
head of the tax group should recognize an equal and opposite income tax expense.
All tax accounting entries, and the income tax expense of Business Units that form part of tax
groups, must be approved by the head of the local tax group.
Current tax expense (income) also includes changes in provisions for risks in respect of income
taxes.
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Income Tax Expense
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Deferred tax expense (income) is equal to the difference between opening net deferred tax
liabilities (assets) and closing net deferred tax liabilities (assets). It is recorded by all Business
Units. Groupe accounting policies in respect of deferred taxes are set out in III.30.
2) Specific rules applicable to the preparation of monthly and quarterly reporting
For monthly and quarterly reporting no distinction is made between current and deferred taxes.
The Income Tax Expense is calculated on the basis of the expected ETR for the full year. The
Effective Tax Rate (ETR) is obtained by dividing the profit before tax for the full year
by the expected tax expense (Current and Deferred) for the full year. It thus takes account
of permanent differences.
The impact of non-taxable dividend income or equity accounted income should be removed
from the ETR calculated automatically by the reporting system. For monthly and quarterly
reporting, in cases where profit before tax includes non-taxable dividend income or equity
accounted income, such amounts should be removed from profit before tax before application
of the adjusted ETR.
Standalone Business Units (not part of tax group)

The Income Tax Expense is obtained by applying the ETR for the full year to profit before tax*
in the monthly or quarterly report.
(*excluding non-taxable dividend income or equity accounted income)
Standalone Business Units should not report tax income (negative expense) in their monthly and
quarterly reporting unless there is a right of carryback against profits of prior periods.
Business Units that form part of tax groups

The Income Tax Expense in forecasts and in interim (monthly and quarterly) reporting should
be calculated on the basis of the expected ETR (effective tax rate) for the year as communicated
by the head of the tax group to which the Business Unit belongs.
Individual Business Units should not report tax income (negative expense) in their monthly and
quarterly reporting. Instead Business Units that are heads of tax groups should record tax income
on Profit before tax including loss before tax of the loss-making Business Units.
Calculation of tax income (expense) of the tax group is as follow :

[Accounting profit before tax of all Business Units in tax group* X ETR of the tax group]
- [the sum of the Income Tax Expense recorded in the profitable Business Units]
= Income tax expense of the Tax Group
(*excluding non-taxable dividend income or equity accounted income)
All tax accounting entries and income tax expense of Business Units that form part of tax groups
must be approved by the head of the local tax group.
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Income Tax Expense
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3) Withholding taxes:
a) On dividends, advisory service fees, interest and royalties received:
The Groupe policy is that the Income Tax Expense must be recorded at the level of the Business
Unit receiving the dividend, advisory service fee, interest or royalties (i.e., it records the income
on a gross basis and the Income Tax Expense is equal to the difference between the income and
the payment received).
If such withholding taxes are recoverable by the receiving Business Unit (either in cash or by
offset against a liability to the tax authorities) it records tax income (negative expense) and a
corresponding receivable on the tax authorities from whom the tax is recoverable.
Note: Intra-Groupe dividends are thus recognized at their gross amount inclusive of withholding
taxes as a reduction to Retained earnings in the subsidiary Business Unit paying the dividend (see
III.22). Similarly advisory service fees, interest and royalties are recorded for their gross amount
in the subsidiary Business Unit paying them – the withholding tax is recognized by the receiving
Business Unit.
b) Other than dividends, advisory service fees, interest and royalties received:
Any withholding tax not covered by the above should be reported in Other Taxes (G&A), which
the following exceptions:
• If the withholding tax is directly reimbursable according to the client contract, the
withholding tax should be reported in cost of billings
• If the withholding tax is linked to a client contract but is not directly reimbursable, the
withholding tax should be reported in Client cost (Unbillable WIP write off client related)
• If the withholding tax can be used as a corporate income tax credit, the withholding tax
should be reported in Income Tax Expense.
Who?
Reporting of Income Tax Expense in accordance with Groupe policy is the responsibility of the
Business Unit’s CFO. Regional Tax Directors, where such a position exists, must approve the
reporting of Income Tax Expense in accordance with Groupe policy in the Business Units in their
region for Actuals, annual commitment and rolling forecast.
The Groupe Tax Director is in charge of managing the overall Groupe effective tax rate.
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Profit (Loss) on Equity
Jean-Michel Etienne Accounting Revised on: July 2016
Why?
To ensure that Profit (Loss) on Equity Accounting is properly recorded for Groupe reporting
purposes and that it are calculated and presented in a consistent manner by all Business Units and
Solution Hubs.
For whom?
All equity accounting should be performed at Groupe level. Business Units that locally perform
equity accounting should contact the Groupe Finance Department. For Business Units that are
granted the authorization to perform equity accounting, the calculation is performed for monthly
and annual reporting, and in the annual commitment and rolling forecasts.
What?
Profit (Loss) on Equity Accounting includes the share of the net income of Investments
Accounted for Under the Equity Method (III.7).
It is essential that all profits and losses on equity accounting are recorded in this income
statement caption and that they are NOT recorded in operating results.
How?
Such profit (loss) is calculated through the following formula:
Net income of the Equity X Percentage ownership of the investment by

Accounted Investment the Business Unit performing the equity accounting
Such a share of profit (loss) may need to be adjusted for:

• any restatement of net income in accordance with Groupe accounting principles,
• the income statement effect of reversal of any fair value adjustments on acquisition (if
any), and
• elimination of profits or losses on transactions between the Business Unit and the
associate, if any, in proportion to the investor Business Unit’s interest in the associate.
Further information on policies in respect of accounting for investments under the equity method
is given in III.7 “Investments accounted for under the equity method”.
The double entry to the profit (loss) thus generated is an increase (decrease) in the amount of the
investment recorded in Investments Accounted for Under the Equity Method
Who?
Reporting of Profit (Loss) on Equity Accounting in accordance with Groupe policy is the
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Headcount Revised on: July 2016
Why?
To ensure that Headcount is calculated and presented in a consistent manner by all Business Units
and Solution Hubs. Keep the control on Headcount reporting with an easy reconciliation with the
agency payroll ledger.
For whom?
This policy must be applied by all Business Units and Solution Hubs for monthly, quarterly and
year-end reporting. It must also be applied in the preparation of annual Commitment and rolling
forecasts.
What?
Total Headcount are classified as follows :

1. Headcount on payroll (Section 1 below) – split as follows:
o Headcount on payroll (excluding student trainees), split by:
No term contract
Fixed term contract
o Student trainees
2. Freelance headcount (Section 2 below) – split as follows:
o Long term Freelance headcount
o Short term Freelance headcount
The total number of Headcount for a period is the sum of the Headcount on payroll during the
period (i.e. a month), plus the Freelance Headcount, during the same period.
I. Categories of Headcount
1. Headcount on payroll
Headcount on payroll includes all employee appearing on the agency payroll ledger of a business
unit at the end of a given month (whatever the number of days of his presence during the month).
Headcount on payroll are split between no term contract, fixed term contract, and student trainees
(when paid through the agency payroll ledger).
Headcount on payroll should reconcile with the agency payroll ledger and with the salary
account (OP110T) in Groupe P&L.
If someone is on the payroll ledger of an agency, he is counted as one headcount, even if his
contract has ended and he has physically left during the month.
Headcount on payroll (excluding student trainees) are split by type of contract and by annual
salary amount:
• Split by type of contract:
o No term contract (eg CDI in France, contract at will in USA…)
o Fixed-term contracts : employment contract specifying a precise ending date (eg
CDD and “Intermittents” in France, …).
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• Split by annual salary amount:

o Confirmed headcount on payroll : when annual salary < 100 k€.
o Senior headcount on payroll : when annual salary ≥ 100 k€. To identify a Senior
Headcount, the yearly base salary in local currency should be multiplied with the
month end exchange rate.
Student trainees on payroll :

• Student Trainees, placement student, employed as part of a study program with their
college or university, apprenticeship (if the trainee appears on the agency payroll ledger). A
student trainee who does not appear on the payroll ledger should be reported as Freelance
headcount.
• French “Contrat de professionnalisation” (if the employee is on the payroll ledger).
No term and fixed term employees are always counted in whole numbers – e.g. (1,0), and never as
fraction (no FTE’s) - provided he has received a payment via the payroll ledger during the month.
How an employee should be reported as one headcount on payroll ?

• If an employee physically left on May 15th, but he is on the May payroll ledger, this person
should be reported as one Headcount in May.
• If an employee is hired on May 29th, but is not included in the payroll until June, this person
should not be considered in the May Headcount, but will be first reported in the June
Headcount in line with the June payroll.
• If an employee works from 15th of February to the 15thof March, he should be reported as
1 headcount in February and as 1 Headcount in March (Leaver to be reported in April).
• If an employee works from the 10th of February to the 20th of February, he should be
reported as 1 headcount in February (1 Recruit in February, 1 Leaver to be reported in
March)
Examples of specific situations to count an employee as one Headcount on payroll

(excluding student trainees) :
• Employee being on active period on partial retirement scheme (if on the agency payroll
ledger).
• Employee on maternity leave, during maternity leave payment by the agency (if on the
agency payroll ledger).
• Employees in garden leave, e.g. during notice period (if on the agency payroll ledger).
• Employee in long term sick – during sick pay (if on the agency payroll ledger).
• Employee in sabbatical leave with (reduced) continued salary payment.
Examples of specific situations where an employee should not be reported as one

Headcount on payroll
• Loaned staff on the payroll of another Business Unit of the Group should not be reported
as headcount (headcount is already reported in the agency that pays for his salary);
• If no salary or compensation is paid by the Agency anymore and so the employee does not
appear on the agency payroll ledger anymore (e.g. a person on maternity leave with no pay,
sabbaticals, long term sick with no pay, internship without salary, pensioner, passive period
on partial retirement scheme): no headcount should be reported.
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2. Freelance Headcount
Unlike Headcount on payroll, the Freelance Headcount do not appear on the agency payroll ledger
Like for Headcount on payroll, Freelance Headcount must be accounted for in whole numbers
(e.g. 1,0) and never in fractions (no FTE’s).
If a Freelance Headcount has worked for Publicis Groupe at any point during the period, this
person must be counted as one Freelance Headcount.
Freelance headcount should be reconciled with the Freelance costs accounts in the agency
P&L
Freelance Headcount includes :

• Freelance or temporary working for “clients” and whose cost are not contractually
reimbursed by the client. If these costs are reimbursed by the client (production freelances,
e.g. photographer), they are reported in Cost of billings, and no Headcount should be
reported in HFM.
• “Non client” freelance headcount or temporary headcount : person managed by a Business
Unit, and working in a « permanent position » i.e. a position filled by someone working on
a regular basis, at least once a month, and under the responsibility / management of the
Business Unit.
Freelance Headcount is split between: :
• Long Term Freelance headcount : contracts for more than 90 days or continuously
engaged for more than 90 days
• Short Term Freelance headcount : contracts for less than 90 days or continuously
engaged for less than 90 days
Temporaries and freelancers who are not managed by a Business Unit and who are working in a
“non-permanent position” (ex: cleaning person, through an outsourced cleaning contract) must
not be reported as Freelance Headcount. The related costs are accounted for as G&A.
II. Headcount reporting
Addtionnal analyses and breakdown are required for Headcount on payroll (excluding student
trainees) for each of the sub-categories : no term and fixed term contract, senior and confirmed
headcount.
a) Analyze of the variations in the number of headcount on payroll in the period:
• Previous Year Headcount on payroll of the previous period

• Recruits New hires in the month. A recruited person is considered as a
Headcount on payroll on the month he receives his first salary
via the payroll.
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• Leavers An employee should be considered as a leaver only the month

following his final payment via the agency payroll ledger.
Leavers should be split between dismissals and voluntary (see
below section “b”).
• Internal Transfers A person moving from an entity to another within the Group,
or a person moving from Confirmed to Senior Headcount.
These intercompany flows must be reconciled between entities
every month in order to have no mismatch at Group level.
• Acquisitions/Disposals A person entering the Group following an acquisition or leaving
the Group following a disposal. This flow must be used only
once, on the month the new entity is acquired or leaves the
perimeter of the Group. Any subsequent Headcount variation of
the acquired entity, must be reported in the flows mentioned
above (recruits/leavers/internal transfers).
• Total Headflow Total Headcount on payroll (excluding student trainees)
of the current period.
b) Breakdown by type of Leavers for each of the subcategories (no term and fixed term
contracts, confirmed and senior headcount) :
• Leavers – Dismissals: Redundancy must be reported in this section i.e. employees who
have been laid off, whether they were part or not of a restructuring plan and whether they
received compensation or not. An employee should be reported as a “Dismissal” if he has
been advised to leave the Groupe.
• Leavers – Voluntary: All other leavers must be reported in this section. This includes
employees that resign by their own will or leave the company once their contract is finished
(fixed term contract).
c) Breakdown by activity for each of the subcategories (no term and fixed term contracts,
confirmed and senior headcount):
• Advertising, with a split between digital and Non digital activities

• Media Planning & Buying, with a split between digital and Non digital activities
• SAMS (Specialized Agencies and Marketing Services), further split in :
o Public relations and events, with a split between digital and Non digital activities
o Healthcare, with a split between digital and Non digital activities
o Other SAMS, with a split between digital and Non digital activities
• Others : for Headcount with activity that does not correspond to any of the above
categories.
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d) Breakdown of Headcount by department between Operational and Administrative

functions:
• Operational functions should be split as follows :

o Account Management,
o Account Planning,
o Product development/Management,
o Project delivery/Program management,
o Creative,
o Media,
o Strategy and analytics,
o Technology (Developers, UX,…),
o Sales / Business development,
o Production,
o Consulting,
o Events,
o Others.
• Administrative, functions should be split as follows :

o General Management,
o Finance/Controlling/Accounting/Treasury/Tax/Insurance,
o Information system (IT),
o Legal,
o Human resources and Payroll,
o Procurement,
o General services / Corporate services,
o Audit & Compliance,
o Communication, and
o M&A.
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III. Simplified decision tree for headcount classification
Headcount on payroll
Yes No
“No term “ “Fixed term” “Student Not working for the client but working at
Working for the client and
Contract Contract trainee” least once a month / on a regular basis
contractually reimbursed by the client?
headcount headcount headcount under agency management?
Senior HC if salary >100k€

Confirmed HC if salary <100k€
Yes NO Yes NO
(reimbursed by client) (not reimbursed by client) (not under agency management)
No headcount reporting,
No headcount reporting, Freelance
Costs in G&A (outsourcing,
Costs in Cost of billings headcount consulting…)
Long Term Freelance if > 90 days

Short Term Freelance if < 90 days
Who?
Reporting of Headcount in accordance with Groupe policy is the responsibility of the Business
Unit’s CFO.
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Jean-Michel Etienne Intangible Assets Revised on: July 2016
Why?
To ensure that Intangible Assets are properly recorded for Groupe reporting purposes and that
For whom?
Definition:
An intangible asset is a resource controlled by a Business Unit as a result of past events defined
as follows:
• It is an identifiable non-monetary asset without physical substance
• It is held for a use in the production or the supply of goods or services, for rental, or for
administrative purposes
• Which is expected to bring future economic benefits to the Business Unit.
What?
This policy provides guidance on recognition and amortization of intangible assets meeting the
above definition. It covers acquired intangibles as well as internally generated intangibles and
includes specific accounting guidance for research and development costs, software, start-up costs
and web site costs. All additions to intangible assets and their amortization periods should
be approved by the Groupe Finance Department.
For Groupe reporting purposes, Intangible Assets include the following:

• Business intangibles: includes identifiable intangible assets acquired. It includes the fair value
on acquisition of trademarks, customer relationships, client lists, etc.
• Software: includes computer software purchased for internal use and internally developed
software generally for sales and marketing purposes, but excludes software which cannot be
separated from the hardware (e.g. integrated operating systems or PC office packages), which
is accounted for as Computer equipment.
• Other intangible assets: include payments for transfer of lease rights; licensing rights over
films, manuscripts, patents and copyrights; licenses, intellectual property, trademarks (including
Solution Hub names and publishing titles), franchises, etc.
Intangible Assets exclude:

• expenditure on purchasing, developing, and operating hardware (e.g. web servers, staging
servers, production servers and Internet connections) of a web site, which is accounted for as
Computer equipment under the Groupe policy for Tangible assets, see section III.3,
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• expenditure on an Internet service provider hosting the Business Unit’s web site, which should
be recognized as an expense when the services are received,
• expenditure on training, advertising and promotional activities; and expenditure on relocating
or re-organizing part or all of a Business Unit, which are expensed as incurred,
• Goodwill arising from acquisitions, recorded as Acquisition Goodwill subject to Groupe policy
section III.2.
How?
An intangible asset should be recorded at cost if it is probable that future benefits attributable to
the intangible asset will arise through its use or sale.
Business Units record purchased intangible assets at cost.
Internally generated intangible assets :

Internally generated intangible assets other than software and certain development (but not
research) projects are not capitalized. In particular capitalization of internally generated goodwill,
publishing titles, customer lists etc. is not possible.
Any capitalization of internal expenditure on software and IT development must be

authorized, in both its principle and its amount, by the Groupe Finance Department. In
order to obtain Groupe Finance approval, Business Units should provide, in addition to
C-Form (as describes in Janus 1), the information’s below :
- feasibility of the project,
- detail of costs (internal and external), and
- expected revenues and cash flows.
Intangible acquired through acquisition :

Intangible assets can also be recognized through fair value accounting on acquisition. This is only
performed by the Groupe Finance Department.
Amortization of intangible assets with finite useful lives :

Intangible assets with finite useful lives should be amortized on a straight-line basis over the
shorter period of the asset’s legal life (if the intangible asset arises from legal rights) or estimated
useful economic life.
Software is amortized over the shorter of its useful economic life and three years unless written
authorization is obtained from Groupe Finance Department, on presentation of a specific
economic case (e.g., ERP systems) to use a longer period.
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Impairment tests on intangible assets with indefinite useful lives :

Certain business intangibles, such as tradenames, have indefinite useful lives. The Groupe Finance
Department performs impairment tests in liaison with Business Unit and Solution Hub on the
valuation of such assets (this work is not performed at Business Unit level – see II.15 “Impairment
of goodwill and intangible assets with indefinite useful lives”).
As this matter is not dealt with locally, detailed methodology is not set out in this policy. Business
Unit CFOs requiring further information for statutory financial statements should liaise with the
Disposal of intangible assets:
Gains or losses arising from the disposal of an intangible asset should be determined as the
reporting and should be recognized under Capital Gain (Loss) on Asset Disposal in the income
statement.
Specific Groupe policies in respect of items linked with Intangible assets:
Research costs are recognized as expenses in the period in which they are incurred. Such expenses
include studies and tests related to advertising campaigns, research programs on customer
behavior and advertiser’s needs. Research includes general studies and modeling conducted in
order to optimize the use and choice of media purchases for the clients of the Groupe but excludes
software which can be used over a multi-year period for market analysis.
Web site development costs are expensed as incurred.

Start-up costs for starting new operations or launching new activities are expensed as incurred.
Who?
For previously carried intangible assets, recognition and reporting of Intangible Assets in
accordance with Groupe policy is the responsibility of the Business Unit’s CFO.
The accounting treatment and reporting of all new Intangible assets must be validated by the
Solution Hub CFO and approved by the Groupe Finance Department.
Impairment tests on intangible assets with indefinite useful lives as well as intangible assets arising
through acquisition with finite useful lives, in particular client relationships, are performed if
necessary by the Groupe Finance Department.
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Acquisitions Revised on: July 2016
Why?
To ensure that Goodwill arising from acquisitions is properly recorded for Groupe reporting
purposes and that it is calculated and presented in a consistent manner by all Business Units and
Solution Hubs.
For whom?
Accounting for acquisitions, and thus accounting for goodwill, is carried out at Groupe level.
What and How?

Business Units do not concern themselves with accounting for goodwill. If, exceptionally, goodwill
appears in a Business Unit balance sheet, the Business Unit:
• supplies all requested information to the Groupe Finance Department, and
• records all entries as instructed by the Groupe Finance Department.
Who?
Accounting for goodwill arising from acquisitions is the responsibility of the Groupe Finance
Department.
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(Gross value) Revised on: July 2016
Why?
To ensure that the gross value of Tangible Assets is properly recorded for Groupe reporting
and Solution Hubs.
For whom?
Internal control and approval procedures in respect of Capex and procurement are set out in
volume 1 of Janus.
What?
A tangible fixed asset is:
• a physically identifiable asset held by a Business Unit
• which is used in the production or the supply of goods or services, for rental or for
administrative purposes
• which is expected to be used during more than one accounting period.
Tangible Assets include:

• Land and buildings: includes land and administrative & commercial permanent building
structures.
• Capitalized finance leases: all tangible assets under capital or finance leases (see III.4)
• Building improvements: consists of the infrastructure relating to a building including fittings
& fixtures and leasehold improvements (refer to II.8 for treatment of cash incentives received
from lessors).
• Landlord incentive capex (i.e. Non cash Capex) assets funded through contractual
landlord incentives are booked with equal counterparty in Landlord Incentive - Deferred
Income.
Landlord incentives are generally included in the lease contract. Landlord incentives capex
excludes improvements undertaken by the landlord to bring a building to ‘basic working use’
(eg. installation of electricity, windows, lifts).
Landlord incentives should be depreciated through the P&L with a simultaneous
amortization of the Landlord incentive – Deferred income (credit to the 3rd Party Office
rental expense).
- The P&L net effect is neutral.
- The asset and the liability should be depreciated over the shorter period of the life
of the asset or the date of the first break clause in the leases.
• Dilapidation assets – are the counterparty to contractual costs of restitution (or restoring
dilapidated property) booked in Other Provisions in liabilities. Both the asset and the
provision should be booked at the start of the lease for the same amount. If the lease contract
does not specify the cost of restitution, this should be assessed according to market practice.
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The asset is depreciated over the period to the first break of the lease. The provision remains
intact until the restitution expenses are paid.
NB. These assets are constituted without any cash disbursement.
• Office equipment & furniture: consists of non-computerized office equipment & furniture
usually acquired for administrative purposes such as telephones (fixed), photocopy machines,
fax machines, TV, office video equipment, recording equipment, tables, chairs, cabinets, etc.
• Machinery and production equipment: consists of equipment and machinery used in the
production or supply of commercial services or goods.
• Company cars: consists of company owned motor vehicles. It excludes amounts under capital
leases which are recorded under Capitalized finance leases.
• Computer equipment: consists of hardware and peripheral equipment, such as conventional
computer and information systems equipment as well as equipment for new media and
technologies, information systems equipment dedicated to the creation and production of
advertising, the management of media buying, printers, modems, etc. It excludes amounts
under capital leases, which are recorded under Capitalized finance leases. Computer equipment
includes computer software that cannot be separated from the hardware (e.g. integrated
operating systems or PC office packages). All other software is an Intangible Asset.
• Other tangible assets: consists of other tangible assets not included in the above categories.
Tangible Assets exclude mobile or cellular phones, palm pilots, blackberry, Ipads, Digital
tablets and other personal digital assistants due to their relative low value; the rapid technological
changes and their mobility (easily misplaced). These items should be expensed as incurred and
recorded in the income statement under General & Administrative expenses.
How?
Tangible Assets are recorded at historical acquisition cost at the date of purchase. The cost of a
tangible asset comprises its purchase price, including non-refundable purchase taxes, and any
directly attributable costs (delivery, handling and installation costs and professional fees) incurred
in bringing the asset to working condition for its intended use; any trade discounts and rebates are
deducted in arriving at the purchase price.
Administration and other general overhead costs are not included in the cost of Tangible Assets.
Note: Total expenditure on an asset must be broken into its component parts and each component
must be separately recognized and depreciated when the useful lives of components are materially
different.
Assets purchased in foreign currencies should be recorded at their local currency value translated
at the exchange rate prevailing at date of the transaction (see II.17 “Exchange Gains and Losses”
for further details).
The cost of assets recorded by a Business Unit or Solution Hub should not reflect reductions for
grants received. The value of grants should be recorded under Deferred income and amortized to
income on a straight-line basis over the depreciable life of the related assets.
Tangible assets should be depreciated according to specific useful economic lives described under
Groupe policy – see III.5
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Low value capital expenditure: The capitalisation of expenditure should be determined based
on the useful life of an asset. There is no minimum threshold for capitalisation. Where the useful
life of an asset is less than one year, the expenditure should be accounted for as an operating cost
under Other Expenses, a sub-caption of General & Administrative expenses unless local
accounting and tax regulations explicitly state otherwise (no restatement required as the amount
would not be material).
Fixed asset revaluations: No revaluations are accepted. The Groupe Finance Department must
be informed of any new revaluation recorded in the local Business Unit or Solution Hub accounts
for legal or taxation reasons. Such revaluation should be reversed for Groupe reporting purposes.
Refurbishments and asset improvement expenditure: Subsequent expenditure on a tangible

asset is only recognized as an asset when the expenditure improves the condition of the asset
and/or increases its useful life so as to generate additional future income or reduce future
expenditure for the Business Unit.
Expenditure on repairs or maintenance is recorded as an expense when incurred.
Construction in progress is included in tangible assets. No depreciation is provided until the asset
enters effective use.
Groupe transfers: Assets acquired from other Business Units of the Publicis Groupe should be
transferred at net book value for Groupe reporting purposes and both the gross amount and the
accumulated depreciation up to the sale date should be recorded by the purchasing Business Unit.
Capital gains or losses resulting from a transfer should not exist.
Gains or losses arising from the disposal of an tangible asset should be determined as the
reporting, and should be recognized under Capital Gain (Loss) on Asset Disposal in the income
statement.
Write-offs of the net book value of tangible assets (equipment, fixtures and fittings, etc) are
considered to be accelerated depreciation and are recorded under depreciation and amortization in
the income statement (II.13) and not in Capital Gain (Loss) on Asset Disposal.
Write-offs of tangible assets occur when the asset is no longer used by the Business Unit,
irrespective of whether it is fully depreciated or not.
Fixed asset register: All fixed assets must be recorded in a fixed asset register and be subject to a
periodic physical inventory.
Who?
Reporting of the gross value of Tangible Assets in accordance with Groupe policy is the
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Lease Contracts Revised on: July 2016
Why?
To ensure that Capital (Finance) Lease contracts and Operating Lease contracts are properly
recorded for Groupe reporting purposes.
For whom?
Definitions:
Capital (Finance) Lease

A Capital (Finance) Lease transfers substantially all the risks and rewards inherent to the ownership
of the asset to the lessee. A lease should be classified as a Capital (Finance) Lease and capitalized
if it meets one or more of the following criteria:
• the lease transfers ownership of the asset to the lessee by the end of the lease term,
• the lessee has the option to purchase the asset at a price which is expected to be sufficiently
lower than the fair value at the date the option becomes exercisable such that, at the inception
of the lease, it is reasonably certain that the option will be exercised;
• the lease term is for the major part of the economic life of the asset even if title is not
transferred;
• at the inception of the lease the present value of the minimum lease payments amounts to
substantially all of the fair value (on the basis of an arm’s length transaction) of the leased
asset.
Operating Lease
All leases that are not Capital (Finance) Leases are Operating Leases.
What?
This policy must be applied to all assets with a gross value of more than Euro 50,000 per item.
It should specifically be noted that if a lease is for items which have an individual gross value of
less than Euro 50,000 but the full amount of the contract is for more than Euro 50,000, the lease
must be classified as a Capital (Finance) Lease and capitalized.
It is very rare that leases for equipment (especially IT equipment) qualify as operating leases,
irrespective of the terms of the lease contract. Groupe Finance Department approval must be
obtained before recognizing such leases as operating leases where total lease commitments exceed
100,000 Euro. Renting equipment under a lease agreement for the sole purpose of avoiding the
Group’s capex procedures is considered as serious misconduct. Renting equipment under a lease
agreement (even though the accounting treatment will be as a finance lease) may however be
appropriate for economic reasons (renewal of equipment, more attractive financial conditions,
etc.).
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Lease Contracts Revised on: July 2016
How?
Capital or Finance Leases

The asset should be capitalized under the Capitalized Finance Lease caption of the balance sheet
at the lower of the fair value and the present value of the minimum lease payments.
The present value of the minimum lease payments should be determined using a discount factor
equal to the interest rate implicit in the lease, (if such a rate is not available the Groupe Finance
Department should be consulted to obtain the borrowing rate to be used).
The related lease liability should be recorded at an amount equal to the asset under Debt resulting
from Lease Capitalization.
Business Units are required to supply a breakup of the Capitalized Finance Lease caption between
the Groupe’s categories of tangible assets and a maturity schedule for the Debt to the Groupe
Finance Department.
Lease payments: Capital (Finance) lease repayments comprise a capital repayment (reducing the
outstanding liability) and an interest expense. Lease payments should therefore be apportioned
between the two. The interest expense is calculated at the discount rate used to calculate the
present value of the minimum lease payments and is recorded in the income statement under
Interest Expense of Finance Leases.
Asset depreciation: If there is reasonable certainty that the Business Unit will obtain ownership
by the end of the lease term, depreciation should be recognized using the Groupe’s normal
depreciation policy for similar assets. If not the asset should be depreciated over the term of the
lease on a straight-line basis. Depreciation expense is recognized in the income statement under
Depreciation of Tangible Assets.
Full calculation details can be provided on demand by the Groupe Finance Department.
Operating Lease
Rental or lease payments under an Operating Lease should be recognized as an expense in the
income statement on a straight-line basis over the lease term. In depth procedures for straight-line
recognition of rental expense are provided in II.8 “General and Administrative expenses”.
The lease payment should be recorded as an operating expense under the appropriate heading
within General & Administrative expenses (i.e. Office rent or Equipment rental) in the income
statement.
Business Units are required to supply an aging schedule of Operating Lease commitments to the
Groupe Finance Department as part of half-year and annual reporting packages.
Who?
The Business Unit or Solution Hub’s CFO is responsible for ensuring adequate application of this
policy. This includes determining whether a lease is a Capital (Finance) Lease or an Operating
Lease, implementing the appropriate accounting treatment as defined above and accounting for
the deferred tax implications of the lease (see Deferred tax liabilities III.30).
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Depreciation Policy Revised on: July 2016
Why?
To ensure that Depreciation on Tangible Assets is properly recorded for Groupe reporting
purposes and that it is calculated and presented in a consistent manner.
For whom?
What?
Depreciation is an expense resulting from the systematic allocation of the cost of an asset (less its
residual value if any) over its useful life. Residual value is the net amount that the Business Unit
expects to obtain for an asset at the end of its useful life after deducting the expected costs of
disposal.
How?
The calculation of the depreciation charge depends on two variables: the method used and the
economic useful life of the asset.
Method used
Depreciation must be calculated using the straight-line method, which entails allocating the same
depreciation charge to each year of an asset’s estimated useful economic life. No other method
should be used for Groupe reporting purposes.
Economic useful lives
The useful economic lives to be used for Groupe reporting purposes are as follows:
TANGIBLE ASSET CATEGORY USEFUL ECONOMIC LIFE
Land Not depreciated
Buildings 20 to 70 years
Fixtures, fittings and general 10 years
installations
Leasehold improvements Period to first break of lease – maximum 10 years
Landlord and Depreciation / Dilapidation Earliest of period to first break in lease or useful life of
Assets the asset.
NB. Landlord incentive to be amortized over period to
first lease break , not necessarily in line with the asset
depreciation.
Office equipment & furniture 5 to 10 years
Machinery and production equipment 5 to 10 years
Company cars 4 years
Desktop, Laptop and Server Hardware 4 Years
Desktop Productivity suite 2-3 years, depending on business needs
Network Infrastructure 6-7 years
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Depreciation Policy Revised on: July 2016
An exceptional charge for depreciation should be recorded (in Depreciation expense in the income
statement) as soon as an impairment of the asset’s value is identified due to technological changes
or obsolescence and wear and tear.
Commencement of depreciation: Depreciation of an asset should commence at the date of its

entry into service, i.e. when it is in operating condition and can be used in the production or supply
of services, for rental to others or for administrative purposes. Due to possible system limitations,
Groupe policy allows:
• Business Units to commence depreciation at the beginning of the month following the date
of an asset’s entry into service, or
• Business Units to depreciate assets based on the half-year convention, which entails accounting
for depreciation for one half-year for the year in which the asset enters service.
Asset received as a result of Groupe transfers: The purchasing or receiving Business Unit should
charge depreciation based on the asset’s remaining useful life.
Retirement of tangible assets: Retired assets that are no longer in use must be removed from
the balance sheet (see III.3). The sole fact that an asset is fully depreciated does not, on its own,
justify its removal from the balance sheet.
Who?
The calculation and reporting of Depreciation on Tangible Assets in accordance with Groupe
policy and the presentation of Accumulated Depreciation on Tangible Assets is the responsibility
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Consolidated Companies Revised on: July 2016
Why?
To ensure that Investments in Consolidated Companies are properly recorded for Groupe
reporting purposes and that they are valued and presented in a consistent manner.
For whom?
What?
Investments in Consolidated Companies are eliminated on consolidation at Groupe level. All
investments in entities that are included in the scope of consolidation of the Groupe must
therefore be classified in this category.
A list of the companies consolidated by the Groupe is available in the Groupe reporting system.
This list is set up by the Groupe Finance Department on the basis of the criteria set out in this
policy.
Investments in Consolidated Companies include investments in entities over which the Groupe
has exclusive control.
Control is exercised when the Group is exposed or entitled to the variable returns and provided
that it can exercise its power to influence such returns.
Control is presumed to exist when the parent holds the majority of voting rights (direct or indirect
– over 50%).
Control could also exists when the parent owns less than half of the voting rights, all facts and
circumstances should be used to demonstrate the existence of exclusive control, including but not
limited to the followings :
• Power to appoint the majority of the Board of Directors,
• Power to govern the enterprise by virtue of contractual or statutory rights,
• Power over the majority of voting rights by virtue of an agreement with other investors, or
• Power to cast the majority of votes at Board meetings.
The existence and effect of potential voting rights that are currently exercisable (share call options
for example) are considered when assessing control.
The attention of the Groupe Finance Department should be drawn to any “Borderline” case, in
particular when ownership of majority voting rights does not constitute control or when the
Business Unit considers that it has control when another investor holds the majority of voting
rights.
How?
Investments in Consolidated Companies (i.e. subsidiaries) must be recorded at acquisition cost.
In principle, acquisition cost is comprised solely of the amount paid to the seller for the shares of
the acquired Business Unit (and stamp duty or other taxes on purchase, if any).
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Acquisition cost is the cost as approved by the Groupe Finance Department for the purposes of
initial recognition of the corresponding goodwill on acquisition.
All acquisition related costs (such as due diligence fees, commissions to banks, etc.) must be
recognized as expenses of the period.
At Business Unit level it is expressly prohibited to increase the acquisition cost for the effect of
restructuring provisions (purchase accounting) – such provisions can only be recorded at Groupe
HQ level in the context of accounting for acquisitions (which is a Groupe HQ responsibility).
Any subsequent additional expenditure on earn outs should be recorded as an increase in the
investment (See III.33 “Other liabilities - earn out payments”). No accounting entries should be
recorded at Business Unit level in respect of buy-outs (where a minority shareholder has a right –
a “put” option – to sell its shareholding to the Groupe). Acquisition cost of investments is thus
not affected by buyouts.
Under no circumstances should a depreciation be recorded against these investments in Groupe
reporting. However when a company ceases to be consolidated the need for a depreciation should
be reviewed and, if necessary, a depreciation should be estimated and recognized. This should be
done in liaison with Groupe Finance.
Who?
Reporting of Investments in Consolidated Companies in accordance with Groupe policy is the
The accounting treatment and reporting of new investments in Consolidated Companies must be
validated by the Solution Hub CFO and approved by the Groupe Finance Department.
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Investments Accounted for III.7 – Page 1/3

Jean-Michel Etienne
under the Equity Method Revised on: July 2016
Why?
To ensure that Investments Accounted for under the Equity Method are properly recorded for
Groupe reporting purposes and that they are valued and presented in a consistent manner.
For whom?
All equity accounting should be performed at Groupe level. Business Units that locally perform
equity accounting should contact the Groupe Finance Department. For Business Units that are
granted the authorization to perform equity accounting, the calculation is performed for monthly
and annual reporting, and in annual commitment and rolling forecasts according to the policies
set out below.
What?
Investments Accounted for under the Equity Method are investments in entities over which the
Groupe does not have exclusive control, but over which it has the ability to exercise significant
influence. Significant influence is the power to participate in the financial and operating policy
decisions of the entity.
There is a presumption of significant influence when the Groupe holds more than 20 percent of
the voting rights, directly or indirectly. Similarly when the Groupe holds less than 20 percent of
the voting rights of an entity there is a presumption that it does not exercise significant influence.
How?
Initial recognition:
On the acquisition and the initial recognition of the investment, any difference (whether positive
or negative) between:
• the cost of acquisition including other costs directly attributable to the acquisition, and
• the share of identifiable net assets fair value of the equity accounted company
Should be recorded as goodwill in the same account.
In this context on initial recognition and for Groupe reporting purposes, the value of the
investment, is equal to:
• the investor Business Unit’s share of the net equity of the equity accounted company
(restated if any fair value or accounting policy harmonization adjustments recognized by
the investor Business Unit on acquisition), and
• the value of any goodwill on acquisition.
Subsequent recognition:
Movements in the subsequent carrying amount of the Investments Accounted for under the
Equity Method must be recorded separately for the two components of cost:
• The investor Business Unit’s share of (adjusted) net equity of the equity accounted
company, and
• The Goodwill on acquisition also recognized in this caption.
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Investor Business Unit’s share of (adjusted) net equity of the equity accounted company
The Investors Business Unit’s share of (adjusted) net equity of the equity accounted company
varies in respect of:
• its share of net income of the equity accounted company
• dividends received,
• any changes in the equity accounted company’s capital and
• foreign currency translation adjustments.
1) Share of net income

The Groupe’s share of net income of the equity accounted company is obtained by multiplying
net income of the equity accounted company by the percentage of its capital held by the investor
Business Unit.
This share of income may need to be adjusted for:
• restatement of net income in accordance with Groupe accounting principles,
• the income statement effect of fair value adjustments on acquisition (if any), and
• elimination of transactions between the Business Unit and the equity accounted company
in proportion to the investor Business Unit’s interest in the equity accounted company.
The Groupe’s share of (adjusted) net income is shown in Profit (Loss) on Equity Accounting in
the Income Statement. It also increases or decreases the balance sheet value of Investments
accounted for under the equity method.
2) Dividends received
Dividends received from equity accounted entities must be eliminated from consolidated net
income (decrease in financial income and decrease in the carrying value of the investments)
3) Changes in the equity accounted company’s capital and foreign currency

translation adjustments
These should be recorded against the appropriate balance sheet headings (generally shareholders’
equity).
Goodwill on acquisition
Goodwill is calculated in all cases by the Groupe Finance Department.
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Entities with losses:

If the (adjusted) net equity of the equity accounted investment is negative, the carrying
amount of the investment is simply reduced to nil (the investor ceases to recognize the
losses unless it has made a binding commitment to contribute additional funds to cover
such losses).
It continues to recognize the investment at nil until the equity accounted company reports positive
net equity under Groupe accounting policies.
If long-term receivables (where the debtor is an equity accounted company) held by the investor
Business Unit are impaired, they must be written down to recoverable value.
Who?
Reporting of Investments Accounted for under the Equity Method in accordance with Groupe
The accounting treatment and reporting of investments accounted for under the equity method
must be validated by the Solution Hub CFO and approved by the Groupe Finance Department.
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Investments in Non- III.8 – Page 1/1

Jean-Michel Etienne
Why?
To ensure that Investments in Non-Consolidated Companies are properly recorded for Groupe
For whom?
What?
Investments in non-consolidated companies include all investments in shares other than those
included in “Investments in Consolidated Companies” (III.6) and “Investments Accounted for
under the Equity Method” (III.7).
Thus investments in non-consolidated companies represent shares in entities in which the Groupe
holds less than 20% of the voting rights and over which it exercises neither control nor significant
influence.
How?
Investments in Non-Consolidated Companies are initially recorded at cost and are restated at fair
value in the balance sheet. They must however be maintained at cost where fair value cannot be
estimated reliably. Fair value of Investments in Non-Consolidated companies can only be
estimated reliably on the basis of stock market prices or future business plans.
Gains or losses on restatement to fair value (and the related tax effects) are recognized directly in
equity (Other Comprehensive Income – III.24) until the investment is sold, disposed of or
impaired, at which time the cumulative gain or loss previously reported in equity is taken to the
income statement under Capital Gain or Loss on Asset Disposal (see II.16). At this time, the
related tax effect previously recorded in equity (other comprehensive income – III.24) is taken to
Income Tax Expense in the income statement.
Investments in Non-Consolidated Companies are impaired if the decrease in value is considered
to be permanent.
Who?
Reporting of Investments in Non-Consolidated Companies, particularly determination of fair
values, is the responsibility of the Business Unit’s CFO. Fair values of significant investments
(greater than € 1 million) must be validated by the Solution Hub CFO and approved by the Groupe
Finance Department.
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Deferred Tax Assets III.9 – Page 1/1

Jean-Michel Etienne
Why?
To ensure that Deferred Tax Assets are properly recorded for Groupe reporting purposes and that
For whom?
This policy must be applied by all Business Units and Solution Hubs for year-end reporting.
For interim reporting (monthly and half-yearly reporting notably), deferred tax assets are
maintained at the previous year-end level.
What?
Deferred tax assets are the amounts of income taxes recoverable in future periods in respect of
deductible temporary differences and the carryforward of unused tax losses and tax credits.
Deferred tax assets are classified as non-current items.
Refer to III.30 for the applicable Groupe accounting policy.
Who?
Reporting of Deferred Tax Assets in accordance with Groupe policy is the responsibility of the
Business Unit’s CFO and is subject to the prior approval of the Regional Tax Director and the
Groupe Tax Director.
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CFO Operating procedures - accounting
Intercompany Loans, III.10 – Page 1/1
Jean-Michel Etienne Advances & Deposits Revised on: July 2016
Why?
To ensure that Intercompany Loans, Advances & Deposits are properly recorded for Groupe
For whom?
What?
Intercompany Loans, Advances and Deposits include:
• balances to be received from other Groupe entities resulting from all short, medium and long-
term loans, advances and deposits,
• interest to be received on the above intragroup loans, advances and deposits,
• debit balances arising under intercompany cash pooling arrangements.
Intercompany Loans, Advances and Deposits exclude:
• receivables balances resulting from transactions usually as part of normal trading activities,
which should be recorded as Intercompany Receivables (see III.16), and
• loans to non-consolidated entities, including its related interest, which should be recorded as
Loans to affiliates (see III.12).
• credit balances arising under intercompany cash pooling arrangements.
How?
The items included herein should be recorded at their nominal value (cost) increased by accrued
interest. Balances should be agreed in writing monthly with the counterpart affiliate, who should
have the corresponding Intercompany Financial Debt (see Intercompany procedures – IV.2).
For Groupe reporting purposes no provisions should be recorded against Intercompany Loans to
consolidated companies. However when a company ceases to be consolidated the need for a
provision should be reviewed and, if necessary, a provision should be estimated and recognized.
If Intercompany Loans are forgiven in the context of recapitalization of subsidiaries the amount
of debt forgiveness is recognized as a reduction of Intercompany Loans and as an expense in the
intercompany sub-caption of “Gain & Loss on Disposal of Financial Assets” (see II.16).
Any intercompany loan forgiveness must be approved by the Groupe Tax Director and
Accrued interest must be recognized on a time-proportion basis in accordance with the contract
with the other Groupe Business Unit.
Intercompany cash pooling balances within the same legal entity should be offset (Only net
balances with other legal entities remain in the balance sheet).
Balances denominated in foreign currencies should be measured at the exchange rate prevailing at
period-end as communicated monthly by the Groupe Finance Department. The effect of
remeasurement should be recorded in the income statement as Exchange Gains or (Losses).
Who?
Reporting of Intercompany Loans, Advances & Deposits in accordance with Groupe policy is the
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Other Financial Assets III.11 – Page 1/1
Why?
To ensure that Other Financial Assets are properly recorded for Groupe reporting purposes and
that they are valued and presented in a consistent manner.
For whom?
What?
Other Financial Assets include:
• Deposits and guarantees given, related to leases for example, and
• Non-interest bearing receivables that have an initial maturity in excess of one year.
Other Financial Assets specifically exclude:

• Investments in non-consolidated companies,
• Trade receivables,
• Long-term interest bearing financial receivables, which should be recorded as Loans to third
parties or Loans to non-consolidated affiliates, with the related interest recorded as Interest to
be received,
• Short-term receivables (with an initial maturity of less than one year) resulting from
transactions that are not part of the normal trading activities of the Business Unit, for example,
receivable balances resulting from the sale of fixed assets, which should be recorded as Other
receivables and other current assets, and
• Derivatives (See III.17 Other debtors” and III.36 “Other creditors and other current
liabilities”).
How?
The items herein should be carried at their nominal value (cost) unless factors indicate there is a
recoverability risk resulting from the financial situation of the debtor. The value of non-interest
bearing receivables should be discounted using an appropriate rate if the impact is material (i.e.
when the pre-tax effect is greater than either 10% of the provision or 100 000 Euros). A provision
is recorded when the net recoverable value becomes permanently less than the carrying amount
and is recorded in Other financial assets provision.
Who?
Reporting of Other Financial Assets in accordance with Groupe policy is the responsibility of the
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III.12 – Page 1/2
Other Loans Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Loans to Third Parties, Loans to Affiliates and related Interest to be received (sub-
captions of Financial assets collectively “Other loans”) are properly recorded for Groupe reporting
purposes and that they are valued and presented in a consistent manner.
For whom?
What?
Loans to Third Parties and Loans to Affiliates and related Interest to be received represent
financial receivables and accrued interest thereon. Affiliates represent non-consolidated companies
as defined by III.8.
Balances to be received resulting from all short, medium and long-term loans and advances, are
recorded under Loans to Affiliates when they relate to non-consolidated Groupe affiliates, or under
Loans to Third Parties, for loans to parties unrelated to the Groupe.
These two captions exclude:

• Advance payments to suppliers (included in Other Debtors “ III.17”)
• Loans to other consolidated Groupe entities, and related interest, which should be recorded
as Intercompany Loans, Advances & Deposits,
• Receivables balances resulting from transactions with third parties or non-consolidated
affiliates as part of normal trading activities, which should be recorded as Trade Receivables
(see III.14),
• Deposits given as a guarantee (for leases for example) and non-interest bearing receivables that
have a term in excess of one year, which should be recorded under Other Financial Assets (see
III.11),
• Short-term receivables resulting from transactions that are not part of the normal trading
activities of the Business Unit, for example, receivables balances resulting from the sale of
fixed assets, which should be recorded under Other receivables and other current assets.
• Loans to Third Parties (other than advances to suppliers) above 100,000 Euros must
be approved by the Groupe Finance Department. Strict internal control procedures
regulate issuance of loans to third parties – see volume 1 of Janus.
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Other Loans Revised on: July 2016
Jean-Michel Etienne
How?
The items herein should be carried at their nominal value (cost) increased by accrued interest
(recorded in a separate caption) unless factors indicate there is a recoverability risk resulting from
the financial condition of the debtor. A depreciation is recorded when the net realizable value
appears to be permanently less than the carrying amount.
Accrued interest must be recognized on a time-proportion basis.
remeasurement should be recorded in the income statement as Exchange Gains or Exchange
(Losses).
Who?
Reporting of Other Loans in accordance with Groupe policy is the responsibility of the Business
Unit’s CFO. The Solution Hub’s CFO must review, on a regularly basis (May, June, October and
December), the position of Other Loan balances in the Solution Hub.
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III.13 – Page 1/4
Work in progress Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Work in Progress is properly recorded for Groupe reporting purposes and that it
For whom?
What?
Work in Progress consists of external billable costs (see definitions in Cost of billings II.2)
incurred by a Business Unit on behalf of a client in servicing their business, which have not been
billed to the client at the end of the period. These include such items as TV production costs,
photographer’s fees, print and paper, media space costs, travel expenses directly billable to clients,
etc… Work in Progress includes billable costs invoiced by both third parties and other Groupe
Business Units.
Work in Progress excludes:

• any local sales tax, unless the tax is irrecoverable and the client has agreed to reimburse this
additional cost,
• costs incurred for the development of new clients or promotional activities (except when
these expenses can be re-invoiced under client arrangements),
• costs incurred prior to agreement of contracts with clients (written confirmation of
appointment required from client),
• external costs not directly billable to clients (where clients are other Groupe Business Units
the costs must be billable to the final client in order to be included in Work-In-Progress),
• accrued revenue, including amounts billable on the basis of hours spent, which should be
recorded under Receivables – Accrued revenue, a sub-caption of Trade Receivables,
• all personnel costs in any form whatsoever (See definition of personnel costs in II.4). If
in specific cases Business Unit and Solution Hub think it could be appropriate to capitalize
personnel costs, they should contact Groupe Finance.
Media agencies – Reclassification of unbilled media:

A month end reclassification entry must be recorded by all media agencies in respect of
unbilled media.
Media costs included in WIP must be reclassified for the purposes of monthly and annual
financial reporting into “Unbilled-Media Receivables”, a sub-caption of trade receivables
(III.14).
This is a one-off closing entry to be recorded each month and reversed on the first day of the
following month.
However, despite this reclassification, the recognition and valuation of unbilled media should
follow the same rules than Work in Progress as detailed below.
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Work in Progress should not be netted with financial advances, which should be reported under
the caption “advance payments received from clients” in other creditors and other current
liabilities (refer to III.36).
However, Work in Progress should be netted with Pre-billings, when these pre-billings
correspond to identifiable services billed in advance to clients.
Work in Progress is stated net of rebates and trade discounts, as these represent reductions from
the standard purchase price of a good or service. Rebates and discounts (including volume rebates
but excluding cash discounts) that are definitively earned reduce the cost of Work in Progress for
unbilled amounts (see II.3 – “Revenue recognition” for specific recognition criteria) and Cost of
Billings for work that has already been invoiced to clients.
How?
Work in progress is recognized when the external billable costs are incurred.
As Work in Progress is carried at the lower of cost and net realizable value, it should never
include any mark-up. Net realizable value represents the total amount that in all likelihood will
be recovered.
At the end of each accounting period, a depreciation should be recorded:
• to cover the excess of cost over net realizable value of work in progress, and
• to take account of any uncertainties concerning recoverability of Work in Progress.
Estimating the depreciations required to cover recoverability risks

Uncertainty of the recoverability of Work in Progress exists when:
• it includes costs whose reimbursement by the client are in doubt,
• it includes costs which are in excess of the costs specifically agreed with the client,
• there is a client dispute,
• in the case of late or partial payment of amounts already invoiced.
All project/client files and the Work in Progress trial balance should be analysed and reviewed at
least at the end of each month and when invoices are issued, to ensure:
• that the status of each project/client file is always up to date and that all relevant backups are
available,
• that the Work in Progress balance remains billable to clients and that doubtful balances are
detected, regardless of their age,
• unbillables have not been transferred inappropriately to a newly created job (same or different
client),
• timely recognition of revenue (see II.3 – Revenue recognition).
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A depreciation is recorded against each individual doubtful balance under the “Work in Progress
– Provision” caption when risks of recoverability are identified. Costs in excess of the agreed
purchase order should be included in the depreciation. Per Groupe policy, general allowances are
not allowed.
Work in Progress Aging:

In order to ascertain and evaluate the overall risks relating to Work in Progress accounts, each
Business Unit or Solution Hub should establish as part of monthly Groupe reporting, an Aging of
Work in Progress summarizing:
1. The gross balance of WiP classified by aging category.
2. The corresponding aged allowance for doubtful accounts recorded.
3. The net aged WiP.
The aging periods represent the number of days passed since the cost was incurred.
The WiP Analysis should show the following aging periods:
• between 0 and 30 days overdue,
• between 30 and 60 days overdue
• more than 120 days overdue,
• provisions for doubtful accounts.
Only specific depreciations are permitted under Groupe policy. These specific depreciations
should be aged (i.e. matched with the balance being provided) to show the net Work in Progress
balance for each aging category. This Work in Progress analysis must be prepared on a monthly
basis.
An aging of unbilled media receivable should be performed identically to Work in Progress, but
based on the date the media was run/aired.
Reporting on the level of irrecoverable balances

Write-off of irrecoverable balances
A doubtful work in progress account must be maintained on the balance sheet until it is definitively
considered irrecoverable or non-billable. When definitively unbillable it should be recorded as
“Unbillables – Write offs – client related” in General and Administrative expenses.
• irrecoverable amounts greater than 50,000 Euros should be approved in writing by the Solution
Hub’s CFO;
• irrecoverable amounts greater than 300,000 Euros should be approved in writing by Publicis
Groupe CFO.
Any write-off performed in Q4 should be approved by Group CFO, as part of the “unusual items”
validation, with not threshold.
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Ad hoc report on the recoverability of WIP

On a regular basis (May, June, October and December) a review should be performed under the
responsibility of each Solution Hub’s CFO in respect of the recoverability of Work-in-Progress, its
ageing and apparent invoicing delays.
An ad hoc report detailing the Work in Progress balance by client and providing commentary on
its recoverability is to be prepared by the Solution Hub’s CFO and made available if necessary to
the Groupe CFO.
It should conclude on the Solution Hub’s CFO assessment of:

• the overall level of Work in Progress (increases, decreases, reasons not yet billed, etc.),
• recoverability of Work in Progress at the level of the Solution Hub, and
• the level of allowances to cover risks of recoverability.
Who?
The adequacy of the depreciation, its compliance with Groupe policy, and the maintenance of
records to support Work in Progress are the responsibility of the Business Unit’s CFO. Credit
control, including Work in Progress risk assessment, setting work in progress credit limits,
evaluation of overall Work in Progress exposure and the communication/preparation of the
quarterly ad hoc report are the responsibility of the Solution Hub’s CFO.
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III.14 – Page 1/4
Trade Receivables Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Trade Receivables and Receivables – Accrued revenue are properly recorded for
Groupe reporting purposes and that they are calculated and presented in a consistent manner by
all Business Units and Solution Hubs.
For whom?
What?
Trade Receivables include:
• trade receivables for services sold as part of normal trading activities;
• receivables – Accrued revenue, where revenue has been earned but the invoice has not been
issued before the period end (see revenue recognition policy II.3 and “How?” section
hereafter);
• trade receivables balances which are doubtful or in dispute (see Trade Receivables
Depreciation policy III.15);
• interest receivable on overdue trade receivable balances;
• short-term notes receivable;
• outstanding trade bills or bills of exchange which have not yet matured (regardless of whether
they have been discounted with the bank or not);
• receivable balances resulting from media buying activities where Publicis Groupe is acting as
an agent, which should be recorded as “Receivables – Media Buying if Agent gross”;
• media space aired but not yet billed to the client, reporting into “Unbilled Media
Receivables”, no matter whether if the vendor invoiced or not the agency;
• less credit notes issued and to be issued;
• less any financial advances received from clients that can be legally offset against Trade
receivables balances;
• less any rebates, discounts and refunds to be given to clients in respect of recognized
receivables.
Reclassification from Trade Receivables to Trade Payables is limited to the following scenarios:
• If a client has a ‘net credit’ Trade receivable balance
• Overpayments or duplicate payments that cannot be legally offset against Trade
receivables
There should be no reclassification for credit notes where the client has a positive Trade
Receivable balance, or if unidentified remittances have been allocated against a client’s account.
Trade Receivables balances are stated gross of any relevant local sales, or value added, tax.
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unbilled media.
Media costs included in WIP must be reclassified for the purposes of monthly and annual
financial reporting into “Unbilled-Media Receivables”, a sub-caption of trade receivables
(III.14).
following month.
However, despite this reclassification, the recognition and valuation of unbilled media should
follow the same rules than Work in Progress (see. III.13).
Trade Receivables exclude:

• Receivable balances resulting from transactions that are not part of the normal trading activities
of the Business Unit. For example, receivable balances resulting from the sale of fixed assets
should be excluded from Trade Receivables and recorded instead as Other Receivables.
• Trade receivable balances resulting from transactions with other Groupe entities should be
recorded as Intercompany Receivables (see Intercompany Receivable policy – III.16).
Trade Receivables balances include, under the “Receivables – Accrued revenue” sub-heading,
accrued revenue earned but not billed at period end (see II.3 “Revenue recognition” and the
“How?” section below).
How?
A trade receivable should not be recorded in excess of its realizable value, that is the amount that
will probably be recovered. At the end of each accounting period, a depreciation should be
recognized to ensure that this principle is applied (see Trade Receivables Allowance policy –
III.15).
Amounts are removed from Trade Receivables at the date that the cash is received (either directly
by bank transfers or on the date of the deposit of the check in the bank).
Trade Receivables are stated gross of any potential cash discounts to be granted to clients for early
payment. Any such discounts are recognized as an expense in “Early payment discounts” (a sub-
caption of “Financial Income (Expense)” – see II.17) at the date of settlement.
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Recognition of accrued revenue:

Accrued revenue is recognized for services already provided, when the revenue was earned
but still unbilled at month-end (cf. revenue recognition policy II.3).
Accrued revenue is recorded in “Receivables – Accrued revenue”, a sub-heading of Trade
Receivables. It only includes the revenue component of future billings in respect of revenue
earned at period-end. The cost component of future billings is recorded in Work in Progress
until the client is billed. (NB: except for unbilled media which is subject to a month-end
reclassification entry – see above).
For the specific case of Non Client Revenue (NCR),the amounts earned but not yet received
should be booked in Accrued Revenue net of the amounts to be returned to clients. Since NCR
are received, the amounts to be returned to clients should be reported under the caption
“Accrued trade payables”.
It is essential that accrued revenue be fully and correctly recognized in accordance with
Groupe policy at each month end.
Trade Receivables in foreign currencies:

Balances in foreign currencies should be translated at the exchange rate prevailing at period end
communicated monthly by the Groupe Finance Department. Any foreign exchange difference
arising on such remeasurement should be recognized in the income statement as an “Exchange
Gain” or an “Exchange (Loss)”.
Securitization (or factoring or discounting with banks) of Trade Receivables:

Securitization (or factoring) of Trade Receivables represents a financing operation where a
Business Unit transfers or sells its Trade Receivable balances to third parties in order to realize the
receivable balances before their normal due date. Business Units are prohibited to enter in
such operations without the prior consent of the Groupe Finance Department. This
operation should be handled and controlled by the Groupe Treasury department. When
authorized, the accounting treatment of the transaction will be instructed by Groupe Finance.
Aging / Overdues:
In order to ascertain and evaluate the overall risks relating to overdue accounts, each Business
Unit or Solution Hub should establish as part of monthly Groupe reporting, a Trade and related
receivables Overdue Analysis summarizing:
1. The gross balance of Trade and related receivables classified by overdue aging category.
2. The corresponding aged allowance for doubtful accounts recorded.
3. The net aged balance of Trade and related receivables.
The overdue periods represent the number of days passed since original payment due date and
therefore depends on the credit terms granted by each Business Unit. It does not represent the
aging of the invoice (i.e. time elapse since invoice date).
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An aging of accrued revenue should be performed identically to the Trade Receivables overdue
analysis. However, the only difference is that the accrued revenue aging should be based on the
date the revenue was earned.
The Overdue Analysis should show the following overdue periods:

• current (i.e. not overdue),
• between 30 and 60 days overdue
• more than 120 days overdue,
• provisions for doubtful accounts.
It should be noted that “Short term notes receivable” should be shown as current in the overdue
analysis.
Only specific depreciations based are permitted under Groupe policy (see III.15 – Trade
Receivables Depreciation policy). These specific depreciations should to be aged (i.e. matched with
the balance being provided) to show the net Trade Receivables balance for each overdue category.
This Overdue Analysis must be prepared on a monthly basis.
Quarterly ad hoc report:
On a regular basis (May, June, October and December) a review should be performed under the
responsibility of each the Solution Hub’s CFO in respect of:
• Overdue trade receivables and the level of allowances recorded against them;
• Accrued revenue recorded in “Receivables – Accrued revenue”
(Note: A specific ageing procedure must be performed for accrued revenue, which is not
automatically aged by the Groupe’s reporting system. The “age” of accrued revenue is the number
of days since it was first recognized in the income statement – i.e., accrued revenue is not
“rejuvenated” each month).
An ad hoc report detailing the balance by client and providing commentary on both of these
matters is to be prepared on a regular basis (May, June, October and December) by the Solution
Hub’s CFO and made available if necessary to the Groupe CFO.
It should conclude on the Solution Hub’s CFO assessment
• of the adequacy of the allowances recorded against overdue receivables, and
• the absolute level, and recoverability, of Accrued revenue, including justification for
invoicing delays.
Who?
Reporting of Trade Receivables and Receivables – Accrued revenue in accordance with Groupe
Communication/preparation of the quarterly ad hoc report is the responsibility of the Solution
Hub’s CFO.
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Depreciation
Why?
To ensure that Trade Receivables Depreciations (depreciation for doubtful accounts) are properly
recorded for Groupe reporting purposes and that they are calculated and presented in a consistent
manner by all Business Units and Solution Hubs.
For whom?
What?
Applies to all Trade Receivables as described in III.14, which does not include Intercompany
Receivables.
How?
The Trade Receivables Depreciation should be determined based on the amount receivable
excluding any local sales tax. Bad debt expense is recorded in the income statement under “Bad
Debt Allowance & Write-Off” and on the balance sheet under “Trade & related receivables
provision”.
The Trade Receivables balance should be reviewed periodically, at least once per month to detect
doubtful amounts, regardless of their age. The following indicators are used:
• unsuccessful requests for payments and unsuccessful reminders,
• irregular payment (late or partial payment),
• disputes with clients (for balances or services provided),
• client subject to administration or liquidation procedures,
• client in financial difficulties or with liquidity problems.
The depreciation must be estimated on the basis of information available in order to quantify the
anticipated loss or potential exposure, and must be reviewed monthly in the light of new
information available. Such information can include:
• correspondence with the debtor,
• correspondence with legal and tax advisors,
• opinion of account manager or legal department,
• existence of guarantees or sureties.
Amounts considered to be doubtful should be provided for based on the Business Unit’s CFO
assessment, following consideration of the above information and indicators, of the probable
amount recoverable (i.e. realizable value) at the closing date.
Trade receivables from clients in financial difficulty should be provided for even if insolvency
proceedings have not yet commenced. The assessment of the Groupe exposure for clients subject
to judicial administration or liquidation procedures should include all other assets whose recovery
depends on the financial viability of the client. Where other current assets (Work-in-Progress,
notes, etc.) exist on the same third party and a difficulty is identified in respect of the recoverability
of trade receivables, the recoverability of the other current assets should also be carefully
examined.
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Depreciation Revised on: July 2016
All relevant back-up information should be maintained for each receivable balance which is subject
to a doubtful account provision. This should include all necessary information to justify the
existence and extent of the depreciation.
Irrecoverable balances
A doubtful receivable account must be maintained on the balance sheet until it is considered
irrecoverable (if it is statute barred for example). Irrecoverable receivable balances must be
immediately written off net of any depreciation previously recorded in the income statement under
the “Bad Debt Allowance & Write-Off” caption.
• Irrecoverable amounts greater than 50,000 Euros should be approved in writing by the
Solution Hub’s CFO.
• Irrecoverable amounts greater than 300,000 Euros should be approved in writing by Publicis
Groupe CFO.
• Any write-off performed in Q4 should be approved by Group CFO, as part of the “unusual
items” validation, with not threshold.
Trade receivable covered by credit insurance

Only the portion of the receivable amount not covered by the insurance policy should be provided
for.
Recovery of local sales tax

The Business Unit’s CFO is responsible for recovery of the local sales tax, where appropriate.
General Depreciations
General depreciations, such as 5% of Trade Receivables balance, or 100% of overdues > 120 days
should not be made. All reserves should be specific, determined and justified individually,
irrespective of the age of balances (see also Overdues section in Trade Receivable policy – III.14).
Tax treatment
The Business Unit’s CFO should ensure that the Depreciation for Doubtful Accounts is correctly
treated in accordance with local tax regulations. All general bad debt allowances recorded solely in
order to comply with local legislation should be reversed as an adjustment (reconciling item) for
Groupe reporting.
Movements in Trade Receivables Provisions:

There are two lines to track bad debt provision movements counterpart in the income statement:
• Bad debt Allowance
• Write-offs
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Depreciation
A breakdown of Bad debt Allowance should be available upon demand of the Groupe Finance
Department to justify the variation of the Trade Receivables Depreciation:
• year-to-date amounts charged to expense representing the increases of the depreciation for
doubtful accounts on trade receivables;
• year-to-date reversal of the depreciation no longer being required (recoveries) due to write-off
of trade receivables irrecoverable balances.
Who?
The calculation of the depreciation in accordance with Groupe policy, interpretation of the
subsequent impact and the maintenance of the doubtful debt file records are the responsibility of
Shared service centers are responsible for the collection and credit management of all Trade
Receivables. However, following unsuccessful requests for payments and reminders, the Business
Unit or Solution Hub that which invoiced the services is ultimately responsible for the collectability
(as the allowance will be recorded in the Business Unit’s income statement).
Credit control, including client risk assessment, setting client credit limits, evaluation of overall
client exposure (including work in progress and all media commitments) and collection of accounts
receivable balances on a timely basis is the responsibility of the Solution Hub’s CFO.
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Intercompany Receivables Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Intercompany Receivables are properly recorded for Groupe reporting purposes
Solution Hubs.
For whom?
What?
Intercompany Receivables include balances to be received resulting from transactions with other
Groupe entities usually as part of normal trading activities.
Intercompany Receivables exclude:

• Intercompany loans, advances and deposits, including the interest on these assets, which should
be recorded as IC Loans, advances & deposit.
• Loans to non-consolidated affiliates, with its related interest, which should be recorded as
Loans to affiliates,
• All balances arising under Intercompany cash pooling arrangements.
How?
The items included herein should be recorded at their stated value. Balances should be monthly
agreed in writing with the counterpart affiliate, who should have the corresponding Intercompany
Payable (see Intercompany procedures – IV. 2).
NB: For Groupe reporting purposes, depreciations must in no circumstances be recorded
against Intercompany Receivables on consolidated companies. However when a company
ceases to be consolidated the need for a depreciation should be reviewed and, if necessary, a
depreciation should be estimated and recognized.
remeasurement should be recorded in the income statement under Exchange Gains or Exchange
(Losses).
Who?
Reporting of Intercompany Receivables in accordance with Groupe policy is the responsibility of
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Other Debtors Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that other debtors are properly recorded for Groupe reporting purposes and that they
For whom?
What?
Other debtors include (Note: the term “gross” in the account titles merely reflects the fact that
depreciations on Other debtors are recognized separately):
1) Advisory Service fee Receivable : is used by the agencies to report the ASF payable balance
at month end closing when this balance is a debit.
2) Receivables – Income Tax Gross: represents the gross balance of income taxes recoverable
from the local or national government.
3) Receivables – Tax Authorities Gross: represents the gross balance of local sales tax on
purchases made by each Business Unit, which can be claimed from local tax authorities.
4) Receivables – Employees & Related Gross: represents the gross balance of loans and
advances made to employees to be reimbursed to the Groupe. Strict internal control
procedures regulate issuance of loans to employees – see volume 1 of Janus.
5) Advance Payments Made to Suppliers Gross: represents the gross balance of payments
made to suppliers before the requested service has actually been provided to the Business Unit
or before the reception by the Business Unit of the product ordered from the supplier.
6) Receivables on disposals of (in)tangible assets : represents the gross balance resulting
from the sale of fixed assets.
7) Receivables on disposals of investments : represents the gross balance resulting from the
sale of investments..
8) Other Receivables Gross: represents receivable balances resulting from transactions that are
not part of the normal trading activities of the Business Unit and are not part of the other
captions above. For example, it would include other claims receivable for losses and sundry
accounts receivable not included elsewhere.
How?
Other debtors should not be recorded in excess of its realizable value, that is the amount that in
all likelihood will be recovered. At the end of each accounting period, a provision for depreciation
should be recorded as soon as a probable loss is identified.
Receivables in foreign currencies:
Balances in foreign currencies should be translated at the exchange rate prevailing at the relevant
period close as communicated monthly by the Groupe Finance Department. The effect of
remeasurement should be recorded in the income statement under Exchange Gains or (Losses).
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Other Debtors Revised on: July 2016
Jean-Michel Etienne
Depreciations for doubtful Other debtors :

A depreciation for doubtful other debtors should be recorded as soon as a probable loss is
identified. As for Trade Receivables, a depreciation must only be made on individual receivables.
Indicators to detect and assess the risk on a doubtful debtor are similar with Trade Receivable,
please refer to “Trade Receivables Depreciation” III.15.
The depreciation must be classified in the balance sheet account corresponding to its nature. Other
debtors provision are recorded in the following five sub-captions: Receivables – Tax Authorities
Provision; Receivables – Employees & Related Provision; Disposal of (in)tangible assets
Provision; Disposal of non-consolidated investments Provision; Other Receivables Provision. The
variation of these depreciations (increases/decreases) should be recorded as expenses or income
under the “Bad Debt Allowance” caption in the income statement.
A doubtful debtor account must be maintained on the balance sheet until it is considered
irrecoverable (if it is statute barred for example). Irrecoverable debtor balances must be written
off net of any depreciation previously recorded in the income statement under the “Bad Debt
Allowance” caption.
All relevant back-up information should be maintained for each debtor balance which is subject
to a doubtful account provision. This should include all necessary information to justify the
existence and extent of the depreciation.
• Irrecoverable amounts greater than 50,000 Euros should be approved in writing by the
Solution Hub’s CFO.
• Irrecoverable amounts greater than 300,000 Euros should be approved in writing by Publicis
Groupe CFO.Any write-off performed in Q4 should be approved by Group CFO, as part of
the “unusual items” validation, with not threshold.
Movements in Other Debtor Provisions:

As a single line currently exists in the income statement to track bad debt provision movements,
due to external disclosure requirements, the following information should be available upon
demand of the Groupe Finance Department to justify the variation of the Other Debtors
Provision:
• year-to-date amounts charged to expense representing the increases of the depreciation for
other debtors;
• year-to-date reversal of the depreciation
o due to write-off of other debtors irrecoverable balances, or
o the depreciation no longer being required (recoveries).
Who?
The calculation of the depreciation in accordance with Groupe policy, interpretation of the
subsequent impact and the maintenance of the doubtful debt file records are the responsibility of
Reporting of other debtors in accordance with Groupe policy is also the responsibility of the
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Prepaid Expenses Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Prepaid Expenses are properly recorded for Groupe reporting purposes and that
For whom?
What?
Prepaid Expenses include all prepayments (where the expense is paid for before it is incurred)
relating to items such as rent, insurance, maintenance agreements, prepaid interest, etc.
Prepaid Expenses exclude:

• Billable costs incurred by a Business Unit on behalf of a client in servicing their business, which
should be recorded as Work in Progress (see III.13.),
• Costs incurred in the development of New Business. All such costs should be expensed as
incurred in General and Administrative expenses (see II.8 “General and Administrative
expenses”), and
• Deferred Charges (Recognition of deferred charges is prohibited under Groupe policy).
How?
Prepaid Expenses are valued at cost, less the portion that has been incurred.
Prepaid Expenses are taken to the relevant expense account as incurred, generally on a time-
proportion basis (for example prepaid insurance expenses are recognized in a linear manner over
the period insured).
Who?
Reporting of Prepaid Expenses in accordance with Groupe policy is the responsibility of the
Business Unit’s CFO (complying with the prohibition on recognition of Deferred Charges is also
the responsibility of the Business Unit’s CFO).
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Marketable Securities Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Marketable securities are properly recorded for Groupe reporting purposes and
that they are calculated and presented in a consistent manner by all Business Units and Solution
Hubs.
For whom?
What?
Marketable securities are short-term securities which:
• are not subject to significant changes in value (as a result of their nature)
• can be easily converted into cash.
Marketable securities are considered by the Groupe to be cash equivalents.
Marketable securities comprise investments other than shares purchased with the intention of
achieving a short-term capital gain, or in order to receive interest income.
Marketable Securities include in particular:
• short-term investments maturing within 3 months of period end,
• money-market and mutual funds,
• certificates of deposits, listed and unlisted bonds.
The choice of which Marketable securities are held by Business Units must be approved by the
Groupe Treasurer for each operation (see. Janus Volume 1).
Marketable securities exclude investments in shares that are recorded in the “Investments in non-
consolidated companies” account in the balance sheet.
How?
Marketable securities are recorded, on initial recognition, at acquisition or subscription price.
Subsequently, marketable securities are valued at fair value. This means that unrealized profits
and losses on marketable securities are taken to both the income statement and the
balance sheet each month, respectively in Financial income / expense and Marketable Securities
captions
Fair value of almost all marketable securities will be determined on the basis of their published
market value at period end.
Who?
Reporting of Marketable securities in accordance with Groupe policy is the responsibility of the
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Cash Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Cash balances are properly recorded for Groupe reporting purposes and that they
For whom?
What?
Cash includes:
• current accounts with banks, financial and similar institutions, and
• petty cash.
Cash excludes:
• Bank overdrafts, which must be recorded in “Overdrafts” in liabilities
o As a reminder, under Groupe policy (see. III.31 “Financial debt outside the
group”), checks issued which have left the Business Unit’s premises at the closing
date must be deducted from the balance as shown on the bank statement to obtain
the net cash balance (if positive) or bank overdraft balance (if negative)
• Check deposits made to the bank after the closing date (checks on hand from customers – if
any,– are not recognized). From an internal control perspective, this practice is generally
undesirable.
• Trade bills/bills of exchange presented for collection at the bank which should be recorded as
Trade Receivables (trade bills/bills of exchange presented for collection should only be
recognized as cash when the current account has been credited with the trade bill amount),
• Short-term investments maturing in less than 3 months which should be recorded as
Marketable Securities.
• Intercompany Cash pooling balances (which are recognized in “Intercompany Loans,
Advance and Deposits” if they are assets and in “Intercompany Financial Debt” if they are
liabilities).
Restricted cash
Publicis Groupe retains the right at any time to utilize excess cash for Publicis Groupe cash flow
and pooling. It is therefore extremely important that the Groupe Finance Department receive all
related documentation and justifications pertaining to any restricted cash balances. No new
restrictive agreements should be entered into without the written approval of the Groupe Finance
Department.
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Cash Revised on: July 2016
Jean-Michel Etienne
Foreign currency cash items

Cash balances denominated in foreign currencies should be translated at the exchange rate as
communicated monthly by the Groupe Finance Department. Any difference on translation should
be recorded in the income statement as Exchange gains or Exchange losses.
Groupe policy prohibits Business Units holding cash balances greater than 200 000 Euros in
foreign currencies unless expressly authorized by the Groupe Finance Department.
Offset/Pooling
Debit and credit balances for accounts opened with the same financial institution can only be
offset if a contractual right of offset exists.
Write-back of outstanding checks

Outstanding checks that have not been presented to the bank must be written back to the Income
Statement within one year (or later if local legislation stipulates that they may still be presented).
Who?
Reporting of Cash in accordance with Groupe policy is the responsibility of the Business Unit’s
CFO.
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Additional paid-in Capital Revised on: July 2016
Why?
To ensure that Share capital and Additional paid-in capital are properly recorded for Groupe
reporting purposes.
For whom?
What?
Share capital is comprised of the nominal value of shares in issue.
Additional paid-in capital is principally comprised of the following items:

• share premiums from cash contributions, being the difference between the issue price and the
nominal value of shares issued,
• on conversion of bonds to equity, the difference between the nominal value of the Share capital
issued and the book value of the bond debt cancelled.
Share capital and Additional paid-in capital exclude:

• Retained Earnings (see III.22),
• Long term advances from other Groupe companies, which are recorded in Intercompany
Financial Debt (see III.32),
• Cumulative Translation Differences (see III.23), and
• Other Comprehensive Income (see III.24).
How?
Increases and reductions in Share capital are recorded on the date of the General Meeting of the
Business Unit that approves the change. Share capital, and increases and reductions therein, are
stated at the nominal amount as per the Business Unit by-laws or per the minutes of the General
Meeting that approved the change.
Increases and reductions in share premiums are recorded on the same date as the related capital
increase or reduction. Additional paid-in capital arising from the conversion of bonds is recorded
on the date that the conversion is legally finalized.
Who?
Reporting of Share capital and Additional paid-in capital in accordance with Groupe policy is the
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Retained Earnings Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Retained Earnings are properly recorded for Groupe reporting purposes and that
For whom?
What?
Retained Earnings are comprised of unappropriated profits or losses brought forward. Retained
Earnings exclude the following items:
• Net income for the year,
• Additional paid-in capital (see III.21),
• Long term advances from other Groupe companies (which are recorded in Intercompany
Financial Debt, see III.32),
• Cumulative Translation Differences (see III.23),
• Other Comprehensive Income (see III.24), and
• Prior year adjustments which are instead recognized in the current period’s income statement
in the relevant headings (See I.2 “Accounting framework”).
How?
Retained Earnings are updated to include the previous year’s net income as of January monthly
reporting.
Dividends are recorded on the date of payment of the dividend. For dividends subject to
withholding tax, retained earnings are debited for the entire amount of cash payments to
shareholders (Groupe and third parties) and tax authorities. In other words, the total paid amount
(to shareholders and to tax authorities) is considered to be a dividend in the Business Unit’s
statement of changes of shareholders’ equity. Withholding taxes are recognized in income tax
expense by the Business Unit which receives the dividend (see II.20).
Dividends should be paid as soon as General Meeting approved the distribution. If any delay is
expected between the decision and the payment, the Business Unit should hedge the transaction
if necessary following Groupe policy (see. Janus 1).
Other appropriations from Retained Earnings are recorded on the date of the Annual General
Meeting of the Business Unit approving the appropriation.
At year-end a specific accounting treatment is applied for Groupe reporting purposes in respect
of Advisory Service Fees (“ASF”) charged by the Groupe Headquarters to Business Units (refer
to II.12 “Advisory Service Fees” for detailed guidance).
Who?
Reporting of Retained Earnings in accordance with Groupe policy is the responsibility of the
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Jean-Michel Etienne
Differences Revised on: July 2016
Why?
To ensure that Cumulative Translation Differences are properly recorded for Groupe reporting
purposes.
For whom?
Cumulative Translation Differences are only to be recognized by the limited number of Business
Units and Solution Hubs that have been formally authorized by the Groupe Finance Department
to treat loans as net investment in a foreign currency.
What?
Cumulative Translation Differences are comprised of:
• the opening balance of such translation differences brought forward,
• the effect of changes in exchange rates on opening net equity for the year, and
• the difference between net income for the period calculated at the average exchange rate
in the income statement and the exchange rate at period end in the balance sheet.
Any movements of Cumulative Translation Differences resulting from the allocation of

exchange differences on long term intercompany financial receivables or payables (with
subsidiaries or parents) should be formally approved by the Groupe Finance Department.
Who?
Reporting of Cumulative Translation Differences in accordance with Groupe policy is the
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Other Comprehensive Revised on: July 2016
Jean-Michel Etienne
Income
Why?
To ensure that Other Comprehensive Income is properly recorded for Groupe reporting purposes
and that it is calculated and presented in a consistent manner by all Business Units and Solution
Hubs.
For whom?
What?
Other Comprehensive Income is comprised of all gains and losses in the period that are recognized
directly in equity.
Other Comprehensive Income includes the following items:

• Changes in the fair value of Investments in non-consolidated companies (See III.8
“Investments in non-consolidated companies),
• Certain gains or losses on remeasurement of foreign currency derivatives (See II.19 “Exchange
gains and (losses)”),
• Personnel costs arising as a result of share based payment transactions with employees (see II.4
“Personnel Costs”),
• Any current or deferred tax related to the above items recognized directly in equity, and
• Actuarial gain & loss on defined benefits plans (See. III.28).
Other Comprehensive Income excludes:

• Share capital and additional paid-in capital (see III.21),
• Retained earnings (see III.22), and
• Cumulative translation differences (see III.23).
How?
Policies for the recognition and valuation of the components of Other Comprehensive Income
are set out in the detailed policies covering the items listed above (i.e., III.8, II.19, II.4 and III.28.)
Who?
Reporting of Other Comprehensive Income in accordance with Groupe policy is the responsibility
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Provisions for risks &
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charges – General III.25 – Page 1/1
principles Revised on: July 2016
Why?
To ensure that Provisions for risks and charges are properly recorded for Groupe reporting
and Solution Hubs.
For whom?
What?
Provisions for risks and charges are comprised of a certain number of major categories, each of
which is dealt with in a separate policy:
• Provisions for restructuring (see III.26);
• Provisions for vacant location (see III.27);
• Provisions for pensions and other long term benefits (see III.28);
• Other provisions for risks and charges (See III.29);
How?
A Provision for risks and charges should be recognized when, and only when, the following three
conditions are satisfied:
• the Business Unit or Solution Hub has a present obligation (legal or constructive) to a third
party as a result of a past event,
• it is more likely than not that a net outflow of resources will be required to settle the
obligation, and
• a reliable estimate can be made of the amount of the obligation.
The Business Unit or the Solution Hub may expect a reimbursement of all or some of the potential
expenditure (for example through insurance contracts, indemnity clauses or suppliers’ warranties).
The Business Unit or the Solution Hub should:
• recognize the reimbursement when, and only when, it is virtually certain that the
reimbursement will be received if the obligation is settled. The amount recognized should
not exceed the amount of the provision for risks and charges; and
• recognize the reimbursement as a separate asset. In the income statement the expense
relating to a provision for risks and charges is presented net of the amount recognized for
a reimbursement
The valuation of provisions for risks and charges should be discounted where the effect of time
value of money is material (i.e., when the pre-tax effect is greater than either 10% of the provision
or 100 000 Euros). All discounting of long-term provisions must be approved by the Groupe
Finance Department.
Who?
Reporting of Provisions for risks and charges in accordance with Groupe policy is the
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Provisions for III.26 – Page 1/2
Restructuring Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Provisions for restructuring are properly recorded for Groupe reporting purposes
Solution Hubs.
For whom?
reporting. It must also be applied in the preparation of annual commitment, mid-month and rolling
forecasts.
Restructuring plans must be authorized in the respect of the conditions set out in Volume
1 of Janus and regularly reported on to, the Groupe Finance Department.
What?
Restructuring provisions represent primarily an estimation of the costs relating to the closure or
the restructuring of certain activities, resulting from plans that were announced but not as yet
executed at period end.
Provisions for restructuring include:
• severance indemnities recorded in the balance sheet account “Provision for severance
indemnities”, and
• other restructuring costs recorded in the balance sheet account “Provision for other
restructuring costs”.
Severance costs are costs related to employee termination either as part of a restructuring plan or
in the context of an individual redundancy. It also includes salary bridging, which provides income
to employees to assist or “bridge” the employee until their next job.
Amounts recorded in the balance sheet account “Provision for other restructuring costs” are very
limited as most other restructuring costs are recorded in other, specific, balance sheet accounts.
Provisions for restructuring exclude:
1) Other provisions related to restructuring recorded elsewhere in the balance sheet:

• impairment losses on assets, which are recorded as provisions against the value of the
corresponding assets,
• vacant location and other property lease provisions, which are recorded in “Provision for
vacant location” III.27,
• other provisions for foreseeable losses, and termination payments, on contracts which
are recorded as “Other provisions for risks and charges” III.29.
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Restructuring Revised on:
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2) Other costs or losses which cannot be provided against under any circumstances:
• operating losses including losses following a decision to exit a business or activity which
are recorded in the income statement of the year,
• integration costs of newly acquired businesses which are recorded in the income
statement of the year they are incurred, and
• retraining or relocation costs relating to continuing staff.
How?
Provisions for severance costs are recognized when:
• a clearly defined plan (identifying the number, location and positions of employees to be
made redundant) formally approved by the Solution Hub CEO and the Solution Hub CFO
exists,
• which was communicated to employees before the balance sheet date, in sufficient detail
to enable them to have a clear expectation that it will occur and the manner it will operate,
• the cost is estimated in sufficient detail, and
• Groupe Finance has reviewed and approved the plan (please refer to thresholds set out in
Janus 1)
If the provision is not recorded on the Business Unit’s books but, rather, is recorded at Groupe
HQ level, the Business Unit should simply provide the information required (R form procedure)
by the Groupe Finance Department and not record a second provision.
In that case, restructuring costs are recognized on a cash basis by the Business Unit and
adjustments to the restructuring provision are recorded by the Groupe Finance Department on
the basis of the information provided in the R schedules.
Recognition of restructuring provisions in the opening balance sheet of the acquired entity
is not authorized, i.e., all allowances (increases) to restructuring provisions generate an
income statement expense.
For individual redundancies not covered by a restructuring plan, the provision is recognized on
notification of redundancy to the employee.
Provisions for salary bridging should be recorded as severance costs when they meet the criteria
stated above. The amount of the provision should cover the full obligation.
The valuation of provisions for restructuring should be discounted where the effect of time value
of money is material (i.e., when the pre-tax effect is greater than either 10% of the provision or
100 000 Euros). All discounting of long-term provisions must be approved by the Groupe Finance
Department.
Who?
Prior to and during a restructuring project, Business Unit management should liaise with the
Groupe Finance Department for approval and to be instructed of the proper accounting treatment
ng project. However, the full responsibility for reporting Provisions for restructuring in
accordance with Groupe policy remains with the Business Unit’s CFO under the supervision of
the Solution Hub CFO.
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Provisions for vacant III.27 – Page 1/2
locations Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Provisions for vacant location are properly recorded for Groupe reporting purposes
and that they are calculated and presented in a consistent manner by all Business Units and Solution
Hubs.
For whom?
reporting. It must also be applied in the preparation of annual commitment, mid-month and rolling
forecasts.
What?
Provisions for vacant location under Groupe policy include:

• Provisions for loss-making subleases (where the leased are not vacant but are occupied by
a tenant paying a rent lower than the rent expense being incurred by the Groupe Business
Unit), and
• Provisions for vacant location where the leased premises are actually vacant and an estimate
must be made of future sublease rental income.
Provisions for vacant location under Groupe policy may arise:

• In the ordinary course of business, and
• Through fair value accounting on acquisition.
In all cases, provisions for vacant location have to be approved (before being recorded) by
Ordinary course of business

Business Units and Solution Hubs should only recognize Provisions for vacant location for
property that becomes vacant in the ordinary course of business excluding acquisitions.
Provisions arising through fair value accounting on acquisition

In this circumstance, all provisions for vacant location are recorded exclusively by the Groupe
Finance.
How?
The provision is estimated at the net amount of:

• All remaining rental expenses until the end of the lease contract (as determined on a
straight-line basis – see rental expense in II.8 “General and Administrative expenses”)
• Less estimated rental income from subletting over the same period.
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Provisions for vacant III.27 – Page 2/2
locations Revised on: July 2016
Jean-Michel Etienne
Changes in the provision are recorded in Occupancy costs.
Provisions for vacant location exclude write-offs for impairment of leasehold improvements in
premises subject to vacant location provisions. Rather such write-offs are booked directly against
the leasehold assets at the same time as the provision for vacant location is recognized.
Provisions for vacant location can only be recognized in respect of sufficiently large portions of
leased property that have independent access and are self-contained and are thus capable of being
sublet to third parties.
The valuation of provisions for vacant location should be discounted where the effect of time value
of money is material (i.e., when the pre-tax effect is greater than either 10% of the provision or 100
000 Euros). All discounting of long-term provisions must be approved by the Groupe Finance
Department.
Who?
Reporting of Provisions for vacant location in accordance with Groupe policy is the responsibility
of the Business Unit’s CFO. It must be validated by the Solution Hub’s CFO and approved by the
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Provisions for pensions
and other long term III.28 – Page 1/2
Jean-Michel Etienne
benefits Revised on: July 2016
Why?
To ensure that provisions for pensions and other long term benefits are properly recorded for
Groupe reporting purposes and that they are calculated and presented in a consistent manner by
all Business Units and Solution Hubs.
For whom?
What?
Pension and long term benefits include, but are not limited to, pension plans, post-retirement
benefits such as life insurance and medical care and long term benefits such as deferred
compensation. They are included in the balance sheet account “Pensions/other employment
obligations”.
How?
The Groupe recognizes all Pensions and long term benefits obligations in the balance sheet. It is
expressly prohibited to treat such obligations as off-balance sheet items
Pensions and long term benefits plans fall into three categories:
• defined contribution plans: The Business Unit or the Solution Hub pays fixed contributions
to a separate entity (a fund) and will have no legal or constructive obligation to pay further
contributions if the fund does not hold sufficient assets to pay employee benefits. The
amount of contributions incurred in the period is recognized as an expense. Unpaid
contributions at the balance sheet date are recorded in Other short-term liabilities (not in
Provisions for risks and charges) in accordance with the accruals method, and
• defined benefit plans (all other plans): the benefit amounts to be received upon retirement
are defined and accounted for by establishing a provision intended to cover the present
value of the obligation to be paid to employees at retirement. Provisions in respect of
defined benefit plans are recorded in Provisions for risks and charges.
For defined benefit plans, valuations are to be prepared, or updated, annually by a qualified
independent actuary (nomination of the actuary must be approved by the Groupe Finance
Department who must receive a copy of the actuary’s report for review) taking into account a
certain number of actuarial assumptions (expected average remaining service life, return on plan
assets, mortality rates, future salary increases, discount rates, etc). The actuarial assumptions must
represent the Business Unit’s or country best estimates of the future variables and should be
unbiased and mutually compatible.
When several Business Units are concerned by the same plans (i.e. retirement indemnity),the
actuarial assumptions should be considered at country level.
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benefits Revised on: July 2016
The balance sheet provision (or asset) in respect of defined benefit plans is a net amount
comprising the following three items:
• Defined benefit obligations for pensions and other post-employment benefits,
which are valued in accordance with the Projected Benefit Obligation valuation method
using the benefit/year-of-service approach. Benefit costs are attributed to periods of
service in accordance with the plan’s benefit formula (e.g., 1.5% of final salary per year).
The obligation is determined by discounting the benefit entitlements thus determined.
• The fair value of plan assets, and
• Actuarial gains and losses. Actuarial gains and losses are recognized in Equity (not in
income or expense).
If the net amount represent an asset position, no asset should be recognized prior agreement
from Groupe Finance.
The annual pension cost recognized in the income statement has four components, recognized
in either personnel costs or financial income (expense) as follows:
Expense (income) Income statement
Service cost: the actuarial present value of service benefits Personnel costs (II.4)
earned by all participants during the current year,
Past service cost: when the plan amendment or curtailment Personnel costs (II.4)
occurred,
Interest costs resulting from the increase in the projected Financial income
benefit obligation due to the passage of time (expense) (II.17)
Expected return on plan assets(1) Financial income
(expense) (II.17)
(1)
The rate to be used to calculate the expected return on plan assets should be the same
than the discount rate used to estimate the liability.
Concerning other long-term employee benefits (such as long-term paid absence, jubilee, etc.) the
annual pension costs (including service cost, interest cost and remeasurements) should be
recognized in profit and loss.
Who?
Reporting of Provisions for pensions and other post-employment benefits in accordance with
Groupe policy is the responsibility of the Business Unit’s CFO. The provision must be validated
by the Solution Hub CFO.
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Other Provisions for III.29 – Page 1/2
Risks & Charges Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Other provisions for risks and charges are properly recorded for Groupe reporting
and Solution Hubs.
For whom?
What?
The principal types of Other provisions for risks and charges that are recognized under Groupe
accounting policies are:
• Provisions for litigation (excluding provisions for litigation with employees which are
recorded under “Employee and related payables”, a liability account).
• Other provisions for tax liabilities, which includes:
o Provisions for income tax risks;
o Provisions for risks in respect of taxes other than income taxes.
• Investment equity method – negative share: expected losses on guarantees to equity
accounted companies etc,
• Other provisions, which includes:
o Provisions for foreseeable losses on contracts (provision for the entire amount of
foreseeable losses on contracts in progress), other than provisions for vacant
location dealt with in III.27;
o All other provisions for risks and charges not included in specific provision
categories,
o expected losses related to non-consolidated investments over and above the
amount recognized in assets.
How?
Provisions for risks and charges should be recognized when, and only when, the following three
conditions are satisfied:
the Business Unit or the Solution Hub has a present obligation (legal or constructive) to a third
party as a result of a past event,
it is more probable than not that an outflow of resources will be required to settle the
obligation, and
a reliable estimate can be made of the amount of the obligation.
The estimate of the provision should correspond to the outflow of resources from the Groupe
company that will be required to extinguish the liability toward the third party.
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Risks & Charges Revised on: July 2016
Jean-Michel Etienne
A range of possible amounts may be identified and, in general, the Business Unit should recognize
a provision equivalent to the most probable estimate of the outflow of resources.
Other provisions for risks and charges greater than 300 000 euro should be approved by Publicis
Groupe CFO.
The valuation of Other provisions for risks and charges should be discounted where the effect of
time value of money is material (i.e., when the pre-tax effect is greater than either 10% of the
provision or 100 000 Euros). All discounting of long-term provisions must be approved by the
Specific recognition and valuation policies in respect of provisions for income tax, and
other tax risks
Provisions for tax risks should generally not be booked before the start of a tax audit.
Recognition of a provision for tax risks occurs when the risk becomes clearly identified during the
audit (see general criteria for recognition of provisions above) or upon notification of the tax
assessment.
Recognition of provisions for an amount greater than 100 000 Euros is subject to the approval of
Who?
Reporting of Other provisions for risks and charges in accordance with Groupe policy is the
responsibility of the Business Unit’s CFO under the supervision of the Solution Hub’s CFO.
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Deferred Tax Liabilities Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Deferred tax assets and liabilities are properly recorded for Groupe reporting
and Solution Hubs.
To expressly define Groupe accounting policies in respect of deferred taxes to the attention of all
Business Unit CFOs and their accounting teams.
For whom?
This policy must be applied by all Business Units and Solution Hubs for year-end reporting.
For interim reporting (monthly and half-yearly reporting), deferred tax assets and liabilities are
maintained at their level at the previous year-end. Changes in deferred taxes are effectively
recorded through the recognition of a current tax liability or asset based on the accounting results
of the period (see II.20 – Income tax expense).
What?
Temporary differences are differences between the accounting amount of an asset or liability in
the balance sheet and its tax value. They are deemed “taxable” when their future reversal will give
rise to a tax charge and “deductible” when their future reversal will give rise to a tax saving.
Deferred tax liabilities are the amounts of income taxes payable in future periods in respect of
taxable temporary differences.
Deferred tax assets are the amounts of income taxes recoverable in future periods in respect of
deductible temporary differences and the carryforward of unused tax losses and tax credits.
Groupe policy is to take a balance sheet approach to the calculation of deferred taxes – i.e., a
systematic identification of the tax and accounting values of all assets and liabilities must be carried
out and, subject to certain limitations set out below (notably in respect of limiting of deferred tax
assets and of non-recognition of deferred taxes on some temporary differences), deferred tax
assets and liabilities must be valued and recognized.
Examples of temporary differences:
• a non-tax deductible accounting provision (for example for bonuses, severance, bad debts,
restructuring or vacant location) of euro 100 represents a deductible temporary difference
of euro 100 (the tax value is nil),
• a building stated at fair value for accounting purposes will likely have a net accounting
value greater than the amount that would be tax deductible on its sale. The difference is a
taxable temporary difference. Similarly temporary differences can exist when tax
depreciation is different from accounting depreciation.
How?
Deferred tax liabilities are recognized in respect of all taxable temporary differences, irrespective
of their likelihood of reversal.
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Deferred Tax Liabilities Revised on: July 2016
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Deferred tax assets are recognized:

• if their recovery is not subject to future profits (i.e., they can be offset against existing
deferred tax liabilities), or
• if it is probable (more likely than not) that the Business Unit/tax group will recover
them through future profits.
o In the case of tax groups, deferred tax assets should not be recognized in cases where
the tax group has a history of recent losses unless convincing contrary evidence is
available to demonstrate that such profits will occur.
o In the case of standalone Business Units, net deferred tax assets should not be
recognized in respect of unused tax losses or tax credits without the prior approval of
the Groupe Tax Director (who decides whether recovery is probable).
In situations where deferred tax assets should not be recognized, or should only be partly
recognized, under the Groupe accounting policy as set out above, Business Units should record
the gross amount of the deferred tax asset and reduce it to the amount that should be recognized
through a provision.
The recoverability of deferred taxes must be appraised separately for each Business Unit/tax group
and must be reconsidered at each period end based on several year tax forecast if necessary.
All tax accounting entries, including those in respect of deferred taxes, of Business Units that form
part of tax groups, must be approved by the head of the local tax group.
Valuation of deferred taxes at year-end involves the following steps (subject to limitations
concerning recovery of deferred tax assets set out above):
• identification of all taxable and deductible temporary differences through a complete
review of the balance sheet and tax returns. Identification of tax losses and tax credits
carried forward,
• calculation of the corresponding deferred tax asset or liability on the basis of the most
recent legal tax rate at the balance sheet date (taking account of management intentions
in respect of the most likely future use of the assets or liabilities generating the temporary
differences).
Deferred tax assets and liabilities for each Business Unit/tax group must be offset, irrespective of
their dates of reversal, and reported for their net amount. It is not possible to offset deferred tax
balances arising from different tax groups.
Deferred tax assets and liabilities should not be discounted.
Deferred tax liabilities are classified as non-current items.
Who?
Reporting of Deferred tax assets and liabilities in accordance with Groupe policy is the
responsibility of the Business Unit’s CFO. Regional Tax Directors, where such a position exists,
must approve the reporting of Deferred tax assets and liabilities in accordance with Groupe policy
in the Business Units in their region, under the supervision of the Groupe Tax Director.
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Financial Debt outside the III.31 – Page 1/2
Groupe Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that liabilities in respect of Financial Debt Outside the Groupe are properly recorded
for Groupe reporting purposes and that they are calculated and presented in a consistent manner
by all Business Units and Solution Hubs.
For whom?
What?
Financial Debt outside the Groupe includes all amounts owed to banks or other financial
institutions (including to leasing companies under finance leases) and all amounts owed under
bonds and other debt instruments issued by the Groupe to third parties.
It includes the balance sheet headings:
• “Debt resulting from lease capitalization”;
• “Debenture bonds”;
• “Other borrowings”;
• “Bank loans”;
• “Short-term credit facilities”;
• “Overdrafts”; and
• “Accrued interest on borrowings and loans”.
It includes funding received under securitization or factoring facilities where control (and
substantially all risks and rewards of ownership) of the Trade Receivables has not been transferred
to the lender (see III.14 “Trade Receivables”).
It thus includes both long term and short-term debt.
All Financial Debt Outside the Groupe must be brought to the express attention of the Groupe
Treasurer (types of financial debt, conditions, etc), who is in charge of the overall relationship with
the Groupe’s banks.
It excludes:
• Debts to former shareholders of consolidated companies,
• Earn-out and Buy-out liabilities, and
• Intercompany financial debt,
• Intercompany Cash pooling balances which are recognized in “Intercompany
Loans, Advance and Deposits” if they are assets and in “Intercompany Financial
Debt” if they are liabilities.
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Financial Debt outside the III.31 – Page 2/2
Groupe Revised on: July 2016
Jean-Michel Etienne
How?
Financial Debt Outside the Groupe is recognized on the date when the corresponding funds are
received by the Business Unit.
In the particular case of bank overdrafts:
• checks issued which left the Business Unit’s premises at the balance-sheet date (i.e., which
are no longer under the control of the Business Unit) are recognized as bank overdrafts
to the extent that their amount exceeds the positive balance, if any, shown on the bank
statement.
• Only check deposits made to the bank on or before the balance sheet date can reduce the
amount of bank overdrafts (checks on hand from customers – if any, – are not
recognized). From an internal control perspective, checks on hand are generally
undesirable.
In practically all cases, Financial Debt Outside the Groupe is interest bearing. Accrued interest
must be recognized as on a time-proportion basis and should take into account the effective rate
of interest on the financial debt (where this rate is different from the nominal rate). In addition to
interest, all fees, transaction costs, premiums, discounts etc. are taken into account in calculating
the effective interest rate.
Who?
Reporting of Financial Debt Outside the Groupe in accordance with Groupe policy is the
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Intercompany Financial III.32 – Page 1/2
Debt Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Intercompany Financial Debt is properly recorded for Groupe reporting purposes
and that it is presented in a consistent manner by all Business Units and Solution Hubs.
For whom?
What?
Intercompany Financial Debt includes:

• Intercompany Long-Term Debt, consisting of borrowings, loans and advances received from
consolidated companies, with an original maturity greater than one year by virtue of a
contractual agreement.
• Intercompany Short-Term Debt, consisting of those debt obligations, loans and advances
received from consolidated companies, with an original maturity of less than one year such as
short-term financial loans.
• Credit balances arising under intercompany cash pooling arrangements.
• Accrued interest payable on the above intercompany financial debts.
Intercompany Financial Debt excludes:

• Borrowings, loans and advances received from non-consolidated affiliates, which should be
recorded as Other Borrowings.
• Debit balances arising under intercompany cash pooling arrangements.
How?
Intercompany Financial Debt is recognized on the date when the corresponding funds are received
and at their stated value. Balances should be monthly agreed in writing with the lender affiliate,
who should have the corresponding Intercompany Loan, advance or deposit (see Intercompany
Procedures IV.2).
period-end as communicated by the Groupe Finance Department. The effect of remeasurement
should be recorded in the income statement as Exchange Gains or Exchange (Losses).
Intercompany cash pooling balances within the same legal entity should be offset (Only net
balances with other legal entities remain in the balance sheet).
In many cases Intercompany Financial Debt is interest bearing. Accrued interest must be
recognized, subject to the agreement with the other Groupe Business Unit, on a time-
proportion basis and should take into account the effective rate of interest on the financial debt
(where this rate is different from the nominal rate).
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Intercompany Financial III.32 – Page 2/2
Debt Revised on: July 2016
Jean-Michel Etienne
If Intercompany Financial Debt is forgiven in the context of recapitalization of subsidiaries, the

amount of debt forgiveness is recognized as:
• a reduction of Intercompany Financial debt,
• as income in the intercompany sub-caption of “Capital Gain & Loss on disposal of
financial assets” (see II.16).
Agreements between Groupe Business Units in respect of Intercompany Financial Debt are
subject to the approval of the Groupe Treasurer.
Who?
Reporting of Intercompany Financial Debt in accordance with Groupe policy is the responsibility
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Other Liabilities – III.33 – Page 1/2
earn-out payments Revised on: July 2016
Jean-Michel Etienne
Why?
To ensure that Other Liabilities – earn-out payments are properly recorded for Groupe reporting
and Solution Hubs.
For whom?
This policy must be applied by all Business Units that have committed to pay additional purchase
consideration to sellers of shares of subsidiary Business Units over a period subsequent to
acquisition without obtaining additional shares (arrangements generally termed “earn-outs”).
Such Business Units must apply this policy for quarterly and year-end reporting.
What?
Liabilities to previous shareholders of acquired Business Units representing additional purchase
consideration for shares already acquired (generally termed “earn-out-payments”).
Such liabilities are recorded in the three balance sheet headings “Debts to former shareholders of
consolidated companies”, “Other debt” and “Earn-out payable”.
No liability should be recorded at Business Unit level in respect of contingent liabilities resulting
from buy-outs (where a minority shareholder has a right – a “put” option – to sell its shareholding
to the Groupe). All accounting for buyouts is performed at Groupe level. Because of entries
recorded at Groupe level, no off-balance sheet item is recognized in respect of buyouts.
How?
When acquisition contracts include “earn-out” clauses, an estimated liability for probable future
payments is recognized at the date of acquisition (and thus increases Goodwill on initial
recognition).
Under Groupe accounting policies this liability includes all future payments to prior shareholders
under “earn-out” clauses, irrespective of whether the clause requires the prior shareholder to
remain an employee of the acquired Business Unit (over all or part of the period between the
acquisition and the date of the “earn-out” payment).
Earn-outs are not future payments tied specifically to individual personal service contracts. Such
arrangements are incentives and should give rise to the recognition of Personnel costs.
The Groupe considers that all amounts other than salaries or bonuses paid to prior shareholders
generally constitute additional purchase consideration unless the substance of the contract
determines otherwise. The spreading of payments to prior shareholders over time merely reflects
the requirement to protect the goodwill of the Business Unit purchased and does not represent a
payment for services rendered by the prior shareholder as an employee.
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Other Liabilities – III.33 – Page 2/2
earn-out payments Revised on: July 2016
Jean-Michel Etienne
At each quarter and year-end reporting date the Business Unit which records the liability must re-
estimate its amount on the basis of the most recently available financial information and forecasts
(earn-out liabilities generally result from a mathematical formula based on the entities profits and
a contractual multiple).
Subsequent movements in the estimate of the amount of the liability are recognized in as an
increase or decrease in Other Liabilities with the double entry being booked to investments in
consolidated companies (III.6).
Who?
Accounting and reporting of Other Liabilities (earn-out payments) should be prepared under the
responsibility of the Business Unit’s CFO, validated by the Solution Hub CFO and approved by
the Groupe Finance Department.
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Trade Payables III.34 – Page 1/2

Jean-Michel Etienne
Why?
To ensure that Trade Payables are properly recorded for Groupe reporting purposes and that they
For whom?
What?
Trade Payables are amounts due in consideration for the purchase of services or goods received as
part of normal trading activities of the Business Unit.
Trade Payables include:

• accounts payable to trading suppliers or service providers,
• accounts payable balances resulting from media buying activities where the Groupe is acting as
an agent, recorded under Payables – re Media Buying (act as agent),
• accrued liabilities:
o for goods or services received (including G&A expenses) but not yet invoiced by the
supplier,
o for pass-through costs billed to the client where the goods or services have not been
received from suppliers (Cut-off on advance billings – see II.2 “Cost of billings”),
o for Media costs already “aired” or “run” not yet invoiced by media suppliers (should be
accrued for in “Unbilled-media payable”).
• interest payable on overdue trade payable balances,
• bills of exchange payable,
• less any rebates, discounts and refunds received from trade suppliers.
• less credit notes received and to be received, Reclassification from Trade Receivables to Trade
Payables is limited to the following scenarios:
• If a client has a ‘net credit’ Trade receivable balance
• Overpayments or duplicate payments that cannot be legally offset against Trade
receivables
There should be no reclassification for credit notes where the client has a positive Trade
Receivable balance, or if unidentified remittances have been allocated against a client’s account.
Media costs already “aired” or “run” not yet invoiced by media suppliers should be
accrued for in “Unbilled-media payable”, sub-caption of Trade Payables, no matter if the
client has already been invoiced for the media costs.
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unbilled media.
Media costs included in Accrued Trade Payables must be reclassified for the purposes of
monthly and annual financial reporting into “Unbilled-Media Payables”.
following month.
Trade Payables exclude:

• Payable balances resulting from transactions that are not part of the normal trading activities
of the Business Unit. For example, payable balances resulting from the purchase of fixed assets
should be excluded from Trade Payables and recorded instead under Other Short Term
Liabilities, a sub-caption of Other creditors and other current liabilities.
• Trade payable balances resulting from transactions with other Groupe entities should be
recorded under Intercompany Payables (see Intercompany Payables policy – III.35).
• All other balances included in “Other creditors and other current liabilities” III.36.
• Accrued interest on borrowings, which should be recorded as part of the debt obligations under
Accrued interest on borrowings and loans, a sub-caption of Financial debts outside the Groupe.
How?
The items included herein should be recorded at their nominal cash payment amount.
period-end as communicated monthly by the Groupe Finance Department or at the contracted
rate if the balance is covered by a forward exchange contract. The effect of remeasurement should
be recorded in the income statement as Exchange Gains or Exchange (Losses).
Trade payables are stated net of rebates (including volume rebates) and trade discounts on
purchases that are definitively earned (see II.3 – “Revenue recognition” for specific recognition
criteria).
Trade Payables are stated gross of any potential cash discounts from suppliers for early payment.
Any such discounts obtained are recognized as income in “Early payment discounts” (a sub-
caption of “Financial Income (Expense)” – see II.17) at the date of settlement.
Cut-off procedures
Due to the billing dates of the various suppliers and service providers, some amounts due in
consideration for the purchase of goods received or services already provided to the Business Unit
are unbilled at each month-end. Unbilled goods or services received need to be accrued for and
recorded in Trade Payables. This should be applied for monthly reporting purposes.
Who?
Reporting of Trade Payables in accordance with Groupe policy is the responsibility of the Business
Unit’s CFO.
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Intercompany Payables III.35 – Page 1/1

Jean-Michel Etienne
Why?
To ensure that Intercompany Payables are properly recorded for Groupe reporting purposes and
Hubs.
For whom?
What?
Intercompany Payables include balances to be paid resulting from transactions with other Groupe
entities usually as part of normal trading activities.
Intercompany Payables must equal the matching intercompany receivables at a Groupe level (see
Intercompany procedures IV.2).
Intercompany Payables exclude:
• intercompany loans, advances and deposits to be paid, including the related interest to be
paid, which should be recorded as Intercompany Financial Debt, and
• intercompany Cash pooling balances which are recognized in “Intercompany Loans,
Advance and Deposits” if they are assets and in “Intercompany Financial Debt” if they
are liabilities.
How?
The items included herein should be recorded at their nominal value. Balances should be monthly
agreed in writing with the counterpart affiliate, who should have the corresponding Intercompany
Receivable.
remeasurement should be recorded in the income statement as Exchange Gains or Exchange
(Losses).
Who?
Reporting of Intercompany Payables in accordance with Groupe policy is the responsibility of

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Other Creditors & Other III.36 – Page 1/2
Jean-Michel Etienne
Current Liabilities Revised on: July 2016
Why?
To ensure that liabilities in respect of Other creditors and other current liabilities are properly
recorded for Groupe reporting purposes and that they are calculated and presented in a consistent
manner by all Business Units and Solution Hubs.
For whom?
What?
Other creditors and other current liabilities include the following items:
1- Income tax payable: represents the gross balance of income taxes payable to the local or
national government, thus this account is a net of tax expense and payment. This account
must be validated the Regional Tax Director in countries where such a director exists.
2- Advisory Service Fee accrual: represents the accrual of the yearly Advisory Service Fee
(ASF) charged by the Groupe Headquarters in exchange for the specialized advisory
services they provide to the Business Units.
Full details of how to account for this balance (including how to deal with currency
translation and withholding taxes, if any) are provided by appendix 1 to II.12 “Advisory
Service Fees”. Please note that the accrual is denominated in local currency. There is
therefore no need to adjust the balance for monthly exchange rate variations.
3- Advance Payment received from clients: Advance payment received from clients
includes :
• the payments received from clients before services were rendered and no billings have
been issued (purely financial advances).
• pre-billings of pass-through costs when services have not yet been incurred and the
cash has been collected from the client.
It excludes pre-billing of fees which must remain in “Deferred Income”.
Advance payment related to financial advance is not netted with Work in Progress (refer to
III.13). When billings are issued, advances are offset against the Trade Receivable if in line
with client arrangements and local regulations.
4- Other short-term liabilities: represents payable balances resulting from transactions that
are not part of the normal trading activities of the Business Unit and are not part of the
other captions above. For example, it would include payable balances resulting from the
purchase of fixed assets or marketable securities; liabilities for taxes not based on income
such as property taxes; sundry accruals and accounts payable not included elsewhere. It
however excludes finance lease obligations which should be recorded under Debt resulting
from lease capitalization.
5- Tax Authorities payable: represents the gross balance of local sales tax on sales made by
each Business Unit, which should be remitted to local tax authorities.
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Current Liabilities Revised on: July 2016
6- Employee and related payables: represents the amounts payable and accrued in relation
to employee related costs (also refer to II.4 – Personnel costs).
Employee and related payables include:
a) Accrued wages and salaries, including accrued bonuses and holiday pay;
b) Miscellaneous accrued benefits, such as educational reimbursement;
c) Accrued employee profit-sharing schemes, including the French “Participation”;
d) Accrued employee payroll taxes and liabilities related to social programs;
e) Provision for litigation related to employee claims.
Employee and related payables excludes:

a) Pension, post-employment and long term benefits, which should be recorded under
Pensions and other employment obligations, a sub-caption of Provisions for risks
and charges (refer to III.28).
b) Redundancy and severance pay (whether the amount is known exactly or not, and
whether or not it is part of a restructuring plan), which should be recorded under
Provisions for severance indemnities, a sub-caption of Provisions for restructuring
(refer to III.26).
c) Debts to former shareholders, buy-outs and earn out payable, which should be
recorded as Other Liabilities (refer to III.33).
d) Expense claims not yet reimbursed to employees (which should be reported under
Trade Payables).
How?
The items included herein should be recorded at their nominal cash payment value.
period-end as communicated monthly by the Groupe Finance Department or at the contracted
rate if the balance is covered by a forward exchange contract. The effect of remeasurement should
be recorded in the income statement as Exchange Gains or Exchange (Losses).
Derivatives are recognized at fair value in accordance with the specific instructions received from
the Groupe Finance Department (see II.19 “Exchange gains and (losses)”).
Who?
Reporting of Other creditors and other current liabilities in accordance with Groupe policy is the
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Deferred Income III.37 – Page 1/1

Jean-Michel Etienne
Why?
To ensure that Deferred Income is properly recorded for Groupe reporting purposes and that it
For whom?
What?
The Deferred Income account is exclusively used to defer revenue billed but not earned
at the end of the period (for example where amounts have been billed but the services have not
been rendered). It is reduction of Billings for the amount of such revenue.
Particular attention should be given to services invoiced in advance or on a monthly basis. Revenue
is only recognized when the service has been provided.
Refer to II.3 “Revenue Recognition” for detailed policies in respect of when the Groupe
recognizes revenue.
It is essential that deferred income be fully and correctly recognized at each month end.
These items should not be included in Deferred Income:
• Pre-billed pass-through costs – this should be recorded in Accrued Trade Payables or in
Advance payment from client only when the cash has been collected from the client.
• Financial advances received from clients – this should be recorded in Advance Payments
Received from clients.
Who?
Reporting of Deferred Income in accordance with Groupe policy is the responsibility of the
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Cash Flow Statements IV.1 – Page 1/3

Jean-Michel Etienne
Why?
To ensure that cash flow statements reported to the Groupe are correctly prepared and are
presented in a consistent manner by all Business Units and Solution Hubs.
For whom?
In cases where the balance sheets of legal entities have not been “broken down” by Business Unit,
the strict minimum required by the Groupe is that Cash Flow Statements be meaningfully analyzed
at the level of each country and of each Solution Hub.
What?
The cash flow statement described hereafter is that for Business Unit financial reporting.
The cash flow statement presents inflows and outflows of cash (or net debt), defined for Business
Unit reporting purposes as;
• Cash
• plus Cash equivalents (Marketable securities)
• plus Intercompany Loans, Advances & Deposits,
• less Financial Debt Outside the Groupe and Intercompany Financial Debt, during the
period using the indirect method.
See, respectively, III.20 “Cash”, III.19 “Marketable securities” and III.31 “Financial Debt Outside
the Groupe”.
This involves classifying such inflows and outflows between those arising from:
• Operating activities, being the principal revenue-producing activities of the Business
Unit and other activities that are not investing or financing activities.
• Investing activities which involves the acquisition and disposal of long-term assets and
investments, and include dividends received from equity accounted Business Units.
• Financing activities, which are activities that result in changes in the size and
composition of the equity capital of the Business Unit.
Net interest paid should be separately disclosed (in respect of interest income and expense outside
of the Groupe, Intercompany interest income and expense, and interest expense on finance leases
– see II.17 “Financial income (expense)” sections 1 – 4 and section 6).
Income taxes paid should be separately disclosed.
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Summarized Cash flow statement:
Cash flow statement heading Source/purpose of heading

Net income for the year As the Groupe uses the indirect method the cash
flow statement starts with net income per the
income statement.
+ non-cash items (depreciation,
income from equity accounted Being removal from net income of any revenue or
Business Units, gain or loss on sale expenses which do not generate cash.
of long-term assets)
+ interest expense / - interest These items are removed from net income and
income / + tax expense replaced (below) by amounts actually paid/received
- interest paid (+ interest received) Interest paid (received) must be shown separately
- tax paid Tax paid must be shown separately
+/- changes in working capital A most important indicator which demonstrates
whether the results generated by the Business
Unit in the year generated cash for the Groupe
or whether they were absorbed by working
capital requirements. The components of working
capital for the purposes of the cash flow statement
are provided in Appendix 1 hereto.
= Net cash provided by
operating activities (A)
- Cash paid on acquisition of long-
term assets
+ Cash received on disposal of Being the net investment required in the Business
long-term assets Unit’s long term assets to enable generation of cash
= Net cash provided by from operating activities.
investing activities (B)
Sub-total (A + B) Being defined as “Business Unit cash flow”.
+ Capital increases Being the extent to which any surplus (deficit) in
- Dividends paid Business Unit cash flow was remitted to
= Net cash provided by shareholders (funded through capital increases).
financing activities ©
Various automatically
completed headings necessary
from a consolidation perspective
(D)
Change in net debt (A+B+C+D) Being the change in the period in net debt,
whose components are defined in the content
section above.
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How?
For monthly and year-end reporting, Groupe reporting automatically generates the cash flow
statement on the basis of the income statement, the balance sheet and various appendices to the
reporting package.
Cash management being extremely important from a Groupe perspective, it is thus essential that
all Business Unit CFOs fully review the cash flow statement to ensure:
• that the amount of cash from operating, investing and financing activities corresponds
to the CFO’s understanding of the underlying cash performance (and management) of
the Business Unit in the period,
• that any unusual or irregular movements in the different lines of the cash flow statement
do not indicate that an error exists in the income statement, the balance sheet or in
appendices to the reporting package.
Who?
Reporting of cash flow statements in accordance with Groupe policy is the responsibility of the
Where the balance sheets of legal entities have not been “broken down” by Business Unit, the
analysis of Cash Flow Statements is the responsibility of the CFO of each country and of each
Solution Hub.
Solution Hub CFOs have to ensure that the consolidated cash flow statements of their Solution
Hubs comply with Groupe policy.
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IV.1 - Appendix 1 to Cash flow statements – Working capital:
The following balance sheet accounts are defined as working capital in the automatic preparation
of the cash flow statement in the Groupe reporting system:
+ Liabilities - Assets
Assets Liabilit ies

CA100 Work in progress gross RC100 Provision for severance indemnities - LT
CA180 Work in progress prov RC101 Provision for other restructur. costs-LT
CA200 Trade and related receivables gross RC102 Provision for litigation - LT
CA201 Notes receivables gross RC103 Prov. for Vacant Location - LT
CA210 Accrued revenue - External RC105 Pensions/ other employment obligations-LT
CA211 Accrued rev.-Acc. Rev. With consol. Cies RC106 Deferred Compensation & Other LT Employee Benefits - LT
CA220 Unbilled media receivable RC108 Provisions for tax risk (excluding Income tax risk) - LT
CA280 Trade and related receivables prov RC109 Other provisions - LT
CA281 Notes receivables prov RC125 Provision for Retention Compensation - LT
CA300G IC receivables RC200 Provision for severance indemnities - ST
CA301 Advisory Service Fee Receivable RC201 Provision for other restructur. costs-ST
CA400 Receivables - Media Buying if agent gross RC202 Provision for litigation - ST
CA402 Receivables - tax authorities gross RC203 Prov. for Vacant Location - ST
CA403 Receivables - employees and related gross RC205 Pensions/ other employment obligations-ST
CA405 Advance payment made to suppliers gross RC206 Deferred Compensation & Other LT Employee Benefits - ST
CA408 Other receivables gross RC208 Provisions for tax risk (excluding income tax risk) - ST
CA480 Receivables - Media Buying if agent prov RC209 Other provisions - ST
CA482 Receivables - tax authorities prov RC225 Provision for Retention Compensation - ST
CA483 Receivables - employees and related prov CL200 Trade payables
CA488 Other receivables prov CL210 Accrued Trade payables
CA500 Prepaid expenses CL220 Unbilled media payable
CA560 Derivative assets FX-Working capital CL300G IC payables
WCA T otal work ing c apital asset s CL301 Advisory Service Fee payable
CL310 Advisory Service Fee Accrual
CL400 Payables re media buying (act as agent)
CL401 Provision on holiday pay
CL402 Advance payments received from clients
CL403 Other short term liabilities
CL404 Tax authorities payable (excl.inc. tax)
CL405 Employee & related exp. - other payable
CL410 Bonus previous years - payable
CL411 Bonus current year - payable
CL500 Deferred income
CL560 Derivative liabilities FX-Work. capital
WCL T ot al work ing c apital liabilities
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Intercompany Procedures IV.2 – Page 1/6

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Why?
To clearly outline Publicis Groupe procedures pertaining to Intercompany transactions and
therefore ensure consistency of accounting and facilitate elimination and reconciliation of
intercompany balances.
While intercompany reconciliation is essential for consolidation, it is also a critical accounting
procedure required for the accuracy of Business Units’ stand-alone accounts
For whom?
What?
1) Intercompany accounts
This table demonstrates:
- the accounts and their counterpart to be used for intercompany transactions;
- the accounts subject to intercompany reconciliation procedures.
All intercompany reconciliations must be performed based on HFM™ reporting figures (and not
on figures in local systems/ledgers).
Balance sheet accounts:

Assets Liabilities
CA300G - Intercompany receivables CL300G - Intercompany payables (enter
(enter asset as a positive number) liability as a positive number)
CA301 - Advisory Service Fee receivable CL301 - Advisory Service Fee payable (enter
(enter asset as a positive number) liability as a positive number)
CA409G - IC tax receivable (enter asset as IT 200G - IC Tax payable (enter liability as a
a positive number) positive number)
CL402 - Advance payments received from
clients (plus sign when credit, minus sign when
debit)
FA301G - Intercompany loans, advances FD100G - Intercompany financial debt (enter
& deposits (enter asset as a positive liability as a positive number)
number)
FI108 - Intercompany dividends received EQ103 - Retained earnings adjustments
(enter asset as a positive number) (Intragroup dividends) (enter liability as a
negative number)
EQ160G - Bonus (plus sign when credit, minus
sign when debit)
EQ190G - Inter unit link (plus sign when credit,
minus sign when debit)
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Main Income statement accounts:

Income Expense
RV10 - Intercompany billings RV20 - Intercompany cost of billings
OP131 - Intercompany staff cost recharges – OP131 - Intercompany staff cost recharges – expense
income (enter income as a positive number) (enter expense as a negative number)
OP167 – Interco. Bonus recharge income OP167 – Interco. Bonus recharge income (expense)
(expense) (enter income as a positive number) (enter expense as a negative number)
OP13P – IC Production Platform recharge OP13P – IC Production Platform recharge (enter
(enter income as positive number) expense as negative number)
OP18A – Exchange Allocated Fixed PC OP18A – Exchange Allocated Fixed PC income
income (expense) (enter income as a positive (expense) (enter expense as a negative number)
number)
OP20_BMP – Billable Media Costs – Acting as OP20_BMP – Billable Media Costs – Acting as
Principal (enter income as a positive number) Principal
OP20_BMP – Billable Production Costs – OP20_BMP – Billable Production Costs – Acting as
Acting as Principal (enter income as a positive Principal (enter expense as a negative number)
number)
OP20A – Exchange Allocated Client Costs OP20A – Exchange Allocated Client Costs income
number)
OP30A_C – Echange Allocated Overheads – OP30A_C – Echange Allocated Overheads – Costs
Costs (enter income as a positive number) (enter expense as a negative number)
OP30A_P – Echange Allocated Overheads – OP30A_P – Echange Allocated Overheads –Profit )
Profit (enter income as a positive number) (enter expense as a negative number)
OP207 - IC Coordination and Creative fees – OP207 - IC Coordination and Creative Fees – income
number)
OP314 - IC rental income (expense) OP314 - IC rental income (expense)
(enter income as a positive number) (enter expense as a negative number)
OP321 - Other Intercompany mgmt fees – OP321 - Other Intercompany mgmt fees – expense
income (enter income as a positive number) (enter expense as a negative number)
OP325 - SSC Recharges – Core BS (enter OP322 - SSC Costs – Core BS (enter expense as a
income as a positive number) negative number)
OP326 - SSC Recharges – Core IT (enter OP323 - SSC Costs – Core IT (enter expense as a
income as a positive number) negative number)
OP327 - SSC Recharges – Non Core BS (enter OP324 - SSC Costs – Non Core BS (enter expense as
income as a positive number) a negative number)
OP328 – SSC Recharges – Non Core IT (enter OP329 – SSC Costs – Non Core IT (enter expense as
income as a positive number) a negative number)
OP32INI – Income – Intra SSC I/C OP32COI – Costs – Intra SSC I/C
OP343 – Travel & Living (enter income as a OP343 – Travel & Living (enter expense as a
positive number) negative number)
OP344 – Other fees Big Four (enter income OP344 – Other fees Big Four (enter expense as a
as a positive number) negative number)
OP349 – Consultancy fees (enter income as a OP349 – Consultancy fees (enter expense as a
positive number) negative number)
OP355 – Agency Publicity, Sponsoring and OP355 – Agency Publicity, Sponsoring and Intern.
Intern. Communication (enter income as a Communication (enter expense as a negative
positive number) number)
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Income Expense
OP361 – Insurance (enter income as a OP361 – Insurance (enter expense as a negative
OP363 * – Landline (enter income as a OP363 * – Landline (enter expense as a negative
OP365 – Facility Management (enter income OP365 – Facility Management (enter expense as a
as a positive number) negative number)
OP367 – Service costs - Accounting, treasury, OP367 – Service costs - Accounting, treasury, tax
tax (enter income as a positive number) (enter expense as a negative number)
OP369 * – Service costs – IT (enter income as OP369 * – Service costs – IT (enter expense as a
a positive number) negative number)
OP371 – Service costs – Other services (enter OP371 – Service costs – Other Services (enter
income as a positive number) expense as a negative number)
OP377 – Other income from IC Recharge OP375 – Other Expenses (IC and Third party) (enter
(enter income as a positive number) expense as a negative number)
OP383* – Business Knowledge, Seminars & OP383 – Business Knowledge, Seminars & events
events (enter income as a positive number) (enter expense as a negative number)
OP411 - IC prod centre alloc income (exp) OP411 - IC prod centre alloc income (exp)
(enter income as a positive number) (enter expense as a negative number)
FI105 - Intercompany interest income (enter FI100 - Intercompany interest expense (enter expense
income as a positive number) as a negative number)
*: other sub accounts are available such as OP363_EXP, OP363_MOB, OP363_PDA, OP363_REG,
OP363_TEP, OP369_CONS, OP369_HARD, OP369_MAINT, OP369_SOFT, OP384_IT, OP384_NIT
Headcount account:
Transfer In Transfer Out
EF10_CPFT – Confirmed Headcount on EF10_CPFT – Confirmed Headcount on Payroll –
Payroll – Fixed term contract (enter transfer in Fixed term contract (enter transfer out as a negative
as a positive number) number)
EF10_CPNT – Confirmed Headcount on EF10_CPNT – Confirmed Headcount on Payroll –
Payroll – No term contract (enter transfer in as No term contract (enter transfer out as a negative
a positive number) number)
EF10_E – Student Trainees on payroll (enter EF10_E – Student Trainees on payroll (enter
transfer in as a positive number) transfer out as a negative number)
EF10_SPFT – Senior Headcount on Payroll – EF10_SPFT – Senior Headcount on Payroll – Fixed
Fixed term contract (enter transfer in as a term contract (enter transfer out as a negative
EF10_SPNT – Senior Headcount on Payroll – EF10_SPNT – Senior Headcount on Payroll – No
No term contract (enter transfer in as a positive term contract (enter transfer out as a negative
number) number)
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2) Intercompany reconciliation procedures

Intercompany balances must be eliminated on consolidation, and thus the key issue from a
consolidation perspective is that they be symmetrically recognized in income by the "providing
Business Unit" and in expenses by the "client Business Unit".
(Note: Intercompany billings are strictly limited to the amounts billed under contractual
arrangements between the Groupe Business Units. No accrued revenue can be recognized in
Intercompany receivables. Intercompany billings cannot under any circumstances be affected by
accrued (unbilled) revenue).
The Groupe rule is that balances per the providing Business Unit (i.e., the seller, being the
Business Unit issuing the invoice) are considered to be correct for intercompany
reconciliation purposes and that the client Business Unit (the purchaser) must adjust its
figures to agree with the providing Business Unit (the seller).
In order to raise invoices the providing Business Unit (seller) must comply with strict guidelines:
- For annual costs such as ASF, SSC charges, inter-company rent charges (list not of a limitative
nature) the support of an annual contract/agreement is required and the invoices must be raised
based on these agreements.
- For all other/client costs, the providing Business Unit (seller) is only able to raise an invoice
on the basis of an approved purchase order (or signed off media plan) from the buyer.
It is the responsibility of the providing Business Unit to ensure that it has the necessary
documentation (i.e., annual agreement, approved purchase order or signed-off media plan only –
no other documentation is sufficient) for issuance of the invoice.
Additional rules for invoicing
• Invoicing company invoices in its own functional currency. Exception to this rule should be
validated by Groupe Treasury.
• No bill/recharge for any intercompany amount under 1,000 Euro (or equivalent). The only
exception to this rule is for Media price adjustments where client transparency requires that exact
amounts be billed. Charges less than 1,000 Euro can be allocated together on one invoice.
• Invoicing must be done and sent on a monthly basis and within the Intercompany deadlines
specified below. When the amount of the invoice can't be determined precisely before these
deadlines, an estimate must be made in order to be in a position to invoice on due dates and an
adjustment is made on the next invoice. Non-compliance with this procedure will lead to a
negative presumption in the dispute process.
• Invoices should be raised with the name of the person who has ordered the work and should
mention the Groupe reporting entity codes (per HFM™) of the sender (balance sheet and income
statement) and the purchase order number(s) or contract reference.
• Invoices should be addressed to the Shared Services Center serving the Business Unit or, if none,
to the Business Unit’s accounting department.
• Credit notes must be raised for rejected amounts within one month of invoice date, if not, the
disputing Business Unit should follow the dispute resolution procedure set out below.
• Intercompany invoices must be paid within 30 days. To avoid potential payment/receipt
mismatches at month end, intercompany payments must be made before the 24th of a month.
• As a specific procedure, when an SSC exists in the country, the Country Treasurer and the Chief
consulting the Business Unit CFO, irrespective of whether the amounts are due to Business Units
within, or outside, the country. The existence of a dispute must not stop or delay payment –
rather the dispute resolution procedure set out in IV.2 must be followed.
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Revised on:
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In the event of a dispute the client Business Unit (the purchaser) must book the invoice until the
dispute is resolved. No exceptions whatsoever are tolerated from this rule.
No intercompany differences should be held in a balance sheet suspense account.

Inclusion of intercompany differences in such suspense accounts (or in any other accounts
in other debtors and other creditors) will be considered as serious misconduct.
It is the responsibility of the SSC Chief Accounting Officer (CAO) to ensure that there is
a corresponding debit and credit for all inter-company transactions between entities
served by the SSC. This rule applies irrespective of whether the two Business Units are
members of different Solution Hubs. In this manner, the SSC CAO constitutes the primary
level of the dispute resolution procedure and he or she must ensure that country-level
differences are eliminated before submission of HFM™ monthly reporting to the Group.
As a specific procedure, when an SSC exists in the country, the Country Treasurer and the Chief
consulting the Business Unit CFO, irrespective of whether the amounts are due to Business Units
within, or outside, the country. The existence of a dispute must not stop or delay payment – rather
the dispute resolution procedure set out below must be followed.
Each month-end, intercompany balances are to be agreed between Groupe Business Units in the
invoicing currency. The providing Business Unit initiates this month-end intercompany
confirmation procedure. The confirmed balances must correspond to the amounts recorded
in the Business Units’ HFM™ reports.
Cut-off for intercompany invoicing purposes must be completed by the 24th of each month.
Invoices after this date will be recorded in the following month.
In order to expedite the recording of intercompany invoices by purchasers, the providing Business
Unit must send the purchaser, at the close of business on the 24th of the month:
• A summary of its month-end intercompany positions (using the “Intercompany balances
reconciliation form” attached in appendix 1 hereto), and
• Emailed “.pdf” or faxed copies of invoices issued since the 17th of the month (in case they
have not yet arrived by post).
As soon as possible after the cut-off date, the month's intercompany balances should be agreed in
writing with the counterpart Business Unit, who should have the corresponding Intercompany
account:
• Balances should be confirmed,
• HFM™ mismatch reports (using the HFM™ intercompany scenario) should be generated
in order to support the reconciliation process.
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This reconciliation process should:

• commence at midday Paris time on the 25th of the month using the intercompany scenario
in HFM which is compulsory. (Data is transferred to the actual scenario in HFM on 3th
day after the month end).
• IC reporting should be completed by all Business Units by the last day of the month
(before commencing reporting of actual figures).
• IC reconciliation should be completed with mismatches resolved by 3rd day after the month
end (Noon, Paris time).
This is a compulsory procedure.
Dispute resolution procedure:
It is imperative that a speedy and binding dispute resolution procedure be in place at the level
of each Solution Hub and in the Groupe as a whole:
• All disputes in respect of invoices among the Business Units of a Solution Hub must be
resolved by the Solution Hub CFO within 30 days of the end of the month of
establishment of the invoice, and
• All disputes outside of the Solution Hub perimeter must be resolved between the
respective Solution Hub CFOs or, exceptionally, and only for items above €1 million,
escalated to the Groupe CFO for resolution. This must occur within 60 days of the end
of the month of establishment of the invoice.
At the time of issuance of this revised policy, a number of intercompany differences exist
between Groupe Business Units and Solution Hubs. It is critical that a remediation plan is
put in place for the resolution of all such differences, following the dispute resolution
procedure outlined above.
Who?
It is the responsibility of the Business Unit's CFO to ensure that all Business Units under his or
her control comply with the above procedures.
It is the responsibility of the SSC Chief Accounting Officer (CAO) to ensure that there is a
corresponding debit and credit for all inter-company transactions between entities served by the
SSC and to adjust Business Units HFM™ monthly financial reporting as necessary.
It is the responsibility of the Solution Hub CFO to resolve any disputes concerning intercompany
invoicing between Business Units in his or her Solution Hub and to ensure they are adjusted.
Intercompany differences outside the Solution Hub perimeter must be resolved between the
respective Solution Hub CFOs or, exceptionally, escalated to the Groupe CFO’s for resolution.
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IV.2 - Appendix 1 of Intercompany Procedures – General intercompany rules 1/2
1) Legal entities, management entities

In order for intercompany balances to eliminate on consolidation, it is critical that intercompany
balances are reported correctly. The following general points should be noted when submitting
intercompany numbers:
• The first two letters of the entity code represent the country e.g. AU – Australia.
• In most circumstances in Groupe reporting, the legal entity is the same as the management
entity (Business Unit). In this case, it is simple to declare intercompany transactions and
balances using the correct entity code. However, in some instances, the legal entity is split
into various different Business Units, to reflect the management structure of that entity
where income statements feed into one balance sheet. Greater care needs to be taken when
declaring intercompany amounts and transactions, as the amount must be declared with
the correct management entity to ensure elimination on consolidation.
• Illustration: As Publicis Conseil is split into 3 separate management entities; each has a
separate income statement. All of the income statements feed into one balance sheet,
Publicis Conseil – Base Business Unit.
Therefore, if another entity, for example, Publicis Dialog France provides a service to
Publicis Coordination Internationale (a management entity part of Publicis Conseil legal
entity), the income transaction must be declared in the income statement of entity
FR1003L, but the balance sheet amount can only be declared in entity FR1001L, where the
balance sheet sits.
For example:
One Legal entity Three Management entities

Publicis Dialog FR1212 – Publicis Dialog France
FR5638 – New Publicis Activ Paris
FR6260 – Publicis Nurun Paris
A list of Groupe entities is available in the “applications” tab on the homepage of the Groupe
HFM™ reporting system. This list indicates the legal entity in each case, the management reporting
entities making up the legal entity and the relevant balance sheet and income statement codes.
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IV.2 - Appendix 1 of Intercompany Procedures – General intercompany rules 2/2
2) Groupe format for Intercompany reconciliation:
INTERCOMPANY BALANCES RECONCILIATION FORM AS OF __________________________
SENDER: Company: Code: Contact:

Phone:
RECEIVER: Company: Code: Contact:

Phone:
Declared by the sender (in '000)

Account Date of Invoice Invoicing Amount in Amount in
invoice number currency the currency sender's local Receiver comments
invoiced currency
IC loans, advances & deposits (FA301G)
Total interco loans, advances & deposits (FA301G) 0
Intercompany receivables (CA300G)
Total intercompany receivables (CA300G) 0
Advisory Service Fee (payable) receivable (CA301)
Total Advisory Service Fee (payable) receivable (CA301) 0
Total Receivables 0
Intercompany financial debt (FD100G)
Total Intercompany financial debt (FD100G) 0
Intercompany payables (CL300G)
Total Intercompany payables (CL300G) 0
Total Payables 0
Final reconciliation
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Off-Balance Sheet Items IV.3 – Page 1/2

Jean-Michel Etienne
Why?
To ensure that off balance sheet items are properly recorded for Groupe reporting purposes and
Hubs.
Given that groups operating in the communications sector often have significant levels of off-
balance sheet commitments, their monitoring and reporting is extremely important.
Groupe policy is that off-balance sheet guarantees and commitments should be kept to a strict
minimum and that procedures for granting such guarantees and commitments (See Janus 1) be
strictly complied with.
For whom?
This policy must be applied by all Business Units and Solution Hubs for May, June, October and
December reporting.
What?
Off balance sheet items include the guarantees and commitments given to and received from third
parties by the Groupe.
Guarantees and commitments given to and received from third parties only include those that are
in addition to amounts already reported on the balance sheet of a Groupe Business Unit.
For example, if a parent Business Unit guarantees a bank borrowing of a subsidiary, this should
not be reported off-balance sheet commitment. Indeed, the underlying balance is already
reported in the Groupe consolidated balance sheet.
However off-balance sheet items given to or received from other Groupe Business Units must be
reported by each Business Unit separately from guarantees and commitments given to third parties
(this include the specific case of the paragraph above).
Group policy is that Parent Company Guarantees (see definition in Janus 1) are charged at a rate
of 1% per annum except for media guarantees requested in the normal course of business. In the
case of guarantees for real estate leases, the annual charge of 1% is calculated on the total
outstanding commitment to the first break date of the lease.
Costs of bank guarantees are borne by the Business Unit that receives them.
Examples of off balance sheet commitments given to third parties are:
• Commitments to purchase media space (for the amount in excess of balance sheet debt, if
any), and Performance Guarantees (Janus 1)
• Non-recourse trade receivables factoring (See III.14),
• Mortgages and other pledges on Business Unit assets,
• Guarantees given,
• Rental Commitments under operating leases (these are to be analyzed by maturity – they
include all future Rent expense under the lease).
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Off-Balance Sheet Items IV.3 – Page 2/2

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Buy-out commitments arising in situations where a Groupe Business Unit has acquired a
majority shareholding in a Business Unit and has committed itself to purchase the minority
shareholders’ interests, or has the option to purchase such interests, are excluded from off-
balance sheet items.
Examples of off balance sheet commitments received are:
• Unused lines of credit with banks,
• Guarantees received,
• Commitments received to purchase Business Unit assets.
Off-balance sheet items also include contingent liabilities which are defined as:
• possible obligations arising from past events, whose the existence will only be confirmed by
the occurrence (or non-occurrence) of uncertain future events, which are not wholly within
the control of the Business Unit, and
• present obligations arising from past events which are not recognized as provisions for risks
and charges in the balance sheet because it is more unlikely than not that an outflow of
resources will be required to settle the obligation.
How?
By definition off-balance sheet items are not recognized in the balance sheet or income statement,
rather they are disclosed in the footnotes to the financial statements.
All off-balance sheet items greater than 250 000 Euros must be reported to the Groupe at each
Hard Close (May, June, October and December) using the specific schedule included in the
Groupe reporting package.
They are valued at the total amount of the future outflow, or inflow, of resources that would, or
will, result from the guarantee being called, the commitment being fulfilled or the contingent
liability crystallizing.
Guarantees and commitments given and received must be separately identified and not offset:
• If a Business Unit has given a guarantee to a third party and received a matching guarantee
from another third party, such amounts must not be offset,
• If a Business Unit has issued a guarantee to a third party and has received a matching
guarantee from another Groupe Business Unit, such amounts must not be offset and
must be carefully analyzed by the Business Unit between intra-group commitments
received and commitments given to third parties.
Who?
Reporting of off-balance sheet items in accordance with Groupe policy is the responsibility of the
Business Unit’s CFO. However Solution Hub CFOs have the overall responsibility to ensure that
all balance sheet items above 250 000 euros are disclosed.
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Accounting for legal IV.4 – Page 1/2
Jean-Michel Etienne
mergers of Business Units Revised on: July 2016
Why?
To ensure that, when legal mergers of Business Units occur, generally for reasons of tax
optimization or of simplification of the Groupe structure, that financial reporting to the Groupe
for the merged Business Unit is consistent with the prior financial reporting of the Business Units
on a standalone basis.
Legal mergers of Business Units should have no effect whatsoever on the figures reported to the
Groupe.
For whom?
This policy must be applied by all Business Units that undergo legal mergers*. It must be applied
in the period in which the merger occurs and the restated balance sheet figures obtained must
serve as a basis for all future reporting by the merged entity thereafter, irrespective of the amounts
shown in locally published financial statements.
* For asset mergers of Business Units (where the Business Unit whose business is taken over does not
legally cease to exist) the following policy should be applied (elimination of all effects of the merger on
Groupe reporting) except for its components concerning the stockholders’ equity of the transferring
Business Unit and the investment account in the receiving Business Unit (see below).
It must be applied for all financial reporting to the Groupe: monthly and year-end reporting,
together with annual commitment and rolling forecasts.
What?
Policy applicable to all financial statement headings
How?
The underlying principle is that no revaluations of assets and liabilities should occur simply because
two Business Units undergo a legal merger.
The amounts at which the assets and liabilities of the absorbed Business Unit (the one which
ceases to exist as a distinct legal entity) are valued in the legal contribution agreement are not to
be used for Groupe reporting.
Instead the balance sheets of the two Business Units for Groupe reporting at most recent year-
end balance sheet date must simply be added together and effect is given to the merger by:
reclassifying stockholders equity (per Groupe reporting) of the absorbed Business Unit at
the previous balance sheet date to additional paid-in capital of the absorbing Business Unit,
and
reducing this additional paid in capital by the value of any investment in the absorbed
Business Unit shown on the balance sheet for Groupe reporting of the absorbing Business
Unit at the date of merger.
160
Approved
by the
CFO
Accounting for legal IV.4 – Page 2/2
Jean-Michel Etienne
mergers of Business Units Revised on: July 2016
The net difference, line-by-line, between the balance sheet of the absorbing Business Unit
as stated for Groupe reporting purposes in the manner set out above and the local balance
sheet of the absorbing Business Unit becomes a recurring adjustment to be recorded in all
financial reporting to the Groupe.
Some of the items in the difference will remain constant over time, others (for example elimination
of revaluation of depreciable assets) may reverse in one or more future reporting periods.
Thus, for the year of merger, the absorbing Business Unit reports an income statement which
represents the aggregated income statements of the merged entities as they would have been had
the merger not occurred.
This income statement is effectively the total of three components:

the standalone results of the absorbing Business Unit for the full year,
the standalone results of the absorbed Business Unit up to the date of merger (if not included,
legally, in those of the absorbing Business Unit), and
any restatements to reflect elimination of the reversing of reevaluations and provisions
recognized at the date of the merger.
(Note: For reporting purposes, the assets and liabilities of the absorbed Business Unit at the most
recent year end balance sheet date must be reported in the absorbing Business Unit using the
“merger” flow. The flows “increase”, “Decrease” and “Reclassification” should be used only for
transactions of the new combined entity as from the start of the year of the merger)
Who?
Accounting for legal mergers of Business Units in accordance with Groupe policy is the
responsibility of the absorbing Business Unit’s CFO. Solution Hub CFOs should ensure that the
reporting of the new merged entity is prepared in compliance with Groupe Policy. The Groupe
Finance Department should ensure that the legal merger has no effect on Groupe accounts.
161
Chart of Accounts – Appendix 1/3
Balance Sheet
TOTAL ASSETS
FA100 Goodwill Gross CA100 Work in progress gross
FA180 Goodwill Impairment CA180 Work in progress prov
FA100T Goodwill Net CA100T Work in progress net
FA102 Business goodwill CA200 Trade and related receivables gross
FA103 Software CA201 Notes receivables gross
FA104 Other intangible assets CA210 Accrued revenue - External
FA10T Intangible assets Gross CA211 Accrued rev.-Acc. Rev. with consol. Cies
FA182 Business goodwill amort - impairment CA400 Receivables -Media Buying if agent gross
FA183 Software depr. CA220 Unbilled media receivable
FA184 Other intangible assets depr. CA300G IC receivables
FA20T Amort. and depr. on intangible assets CA20T Trade receivables gross
FA150T Intangible assets Net CA280 Trade and related receivables prov
FA200 Lands and buildings CA281 Notes receivables prov
FA201 Capitalised finance leases CA480 Receivables - Media Buying if agent prov
FA202 Building improvement CA30T Trade receivables prov
FA208 Landlord building improvement and dilapidation asset CA200T Trade receivables net
FA203 Office equipment and furniture CA301 Advisory Service Fee Receivable
FA204 Machinery and production equipment CA401 Receivables - income tax gross
FA205 Company cars CA402 Receivables - tax authorities gross
FA206 Computer equipment CA403 Receivables -employees and related gross
FA207 Other tangible assets CA405 Advance payment made to suppliers gross
FA30T Tangible assets Gross CA406 Receiv. on disp of (in)angible assets
FA280 Land and buildings depr. CA407 Receivables on disposals of investments
FA281 Capitalised finance leases depr. CA408 Other receivables gross
FA282 Building improvement depr. CA409G IC tax receivables
FA288 Landlord incentive - and dilapidation asset - depr CA40T Other debtors gross
FA283 Office equipment and furnitures depr. CA482 Receivables - tax authorities prov
FA284 Machinery and production equipment depr. CA483 Receivables - employees and related prov
FA285 Company cars depr. CA486 Disp of (in)tangible assets prov
FA286 Computer equipment depr. CA487 Disp of none cons investments provision
FA287 Other tangible assets depr. CA488 Other receivables prov
FA40T Depreciation on tangible assets CA42T Other debtors prov
FA200T Tangible assets Net CA46T Other debtors net
DTA100 Deferred tax assets gross CA500 Prepaid expenses
DTA180 Deferred tax assets prov CA550 Derivative assets FX-Net debt
DTA10T Deferred tax assets net CA560 Derivative assets FX-Working capital
FA250 Invest.accnt for under equity method CA570 Derivative assets - Premium/Discount
FA300 Investments in non consolidated cos CA580 Derivative assets - Interest rates
FA300G Investments in consolidated cos CA50T Derivative assets
FA301 Loans (to third parties) - LT CA501 US Captive - Prepaid exp / Unearned inc
FA301G IC loans, advances and deposits CA601 Loans (to third parties) - ST
FA302 Other Financial Assets - LT CA602 Accrued interest on ST & LT loans
FA303 Loans to affiliates,oth non conso sub-LT CA603 Other Financial Assets - ST
FA50T Total financial assets Gross CA604 Loans to affiliates,oth non conso sub-ST
FA380 Investments in non consolidated cos prv. CA60T Loans and Other Financial Assets - ST
FA381 Loans (to third parties) prov. - LT CA681 Loans (to third parties) prov. - ST
FA382 Other financial assets prov. - LT CA683 Other financial assets prov. - ST
FA383 Loans to aff. and non conso subs prov-LT CA684 Loans to aff. and non conso subs prov-ST
FA60T Provision on financial assets CA65T Loans and Other Financial Prov - ST
FA300T Total financial assets Net CA70T Loans and Other Financial Assets ST -Net
NCA100 Non current assets CA750 Assets classified as held for Sale
CA800 Marketable securities
CA850 Cash
CA80T Cash & Marketable Securities
CA800T Cash & Cash Equivalent
CURA100 Other Current Assets
162
Balance Sheet
TOTAL LIABILITIES
EQ101 Share capital CL200 Trade payables
EQ102 Additional paid in capital CL210 Accrued Trade payables
EQ103 Retained earnings CL220 Unbilled media payable
EQ105 OCI Assets reevaluations CL400 Payables re media buying (act as agent)
EQ107 Stock-option compensation CL300G IC payables
EQ109 OCI - Cash flow hedge FD200 Debt resulting from lease capitalis. -ST
EQ110 Treasury stock FD201 Debenture bonds - ST
EQ190G Inter-unit account FD202 Other borrowings - ST
EQ11T Equity before net income FD203 Bank loans - ST
EQ108 Net income FD204 Credit facilities ST
EQ10T Shareholders equity FD205 Overdrafts
EQ160G Bonus FD206 Accrued int. in ST & LT borrow. & loans
EQ170 ASF True Up FD207 Financial debt ST
EQ171 US Captive Premium / Coverage FD208 Debenture bonds - IFRS Adjust ST
EQ180 Reversed IC Production Center Alloc CL407 Other debt to former sharehold of sub-ST
EQ175G Royalties CL408 Earn out payable - ST
EQ15T Shareholders equity after ASF & Bonus FD20T Financial debts outside the group -ST
IT100 Income tax payable
FD100 Debt result. from lease capitalis.-LT IT200G IC tax payable
FD101 Debenture bonds - LT RC200 Provision for severance indemnities - ST
FD102 Other borrowings - LT RC201 Provision for other restructur. costs-ST
FD103 Bank loans - LT RC20T Total provision for restructuring - ST
FD104 Credit facilities - LT RC202 Provision for litigation - ST
FD108 Debenture bonds - IFRS Adjust LT RC203 Prov. for Vacant Location - ST
CL100 Other debt to former sharehold of sub-LT RC205 Pensions/other employment obligations-ST
CL102 Earn out payable - LT RC225 Provision for Retention Compensation - ST
FD100T Financial debts outside of the group -LT RC206 Deferred Compensation & Other LT Employee Benefits - ST
FD100G IC Financial Debts RC207 Provision For Income Tax Risk - ST
FD10T Financial debts LT RC208 Provisions for tax risk (excluding income tax risk) - ST
DTL101 Deferred tax liabilities RC209 Other provisions - ST
RC100 Provision for severance indemnities - LT RC21T Provisions for risks and charges - ST
RC101 Provision for other restructur. costs-LT CL301 Advisory Service Fee payable
RC10T Total provision for restructuring - LT CL310 Advisory Service Fee Accrual
RC102 Provision for litigation - LT CL401 Provision on holiday pay
RC103 Prov. for Vacant Location - LT CL402 Advance payments received from clients
RC105 Pensions/other employment obligations-LT CL403 Other short term liabilities
RC125 Provision for Retention Compensation - LT CL404 Tax authorities payable (excl.inc. tax)
RC106 Deferred Compensation & Other LT Employee Benefits - LT CL405 Employee & related exp. - other payable
RC107 Provision For Income Tax Risk - LT CL406 Payables on acq of in-tangible assets
RC108 Provisions for tax risk (excluding Income tax risk) - LT CL500 Deferred income
RC109 Other provisions - LT CL412 Lease incentive deferred income
RC11T Provision for risk and charges - LT CL410 Bonus previous years - payable
CL101 Miscellaneous financial liabilities - LT CL411 Bonus current year - payable
CL10T Other financial liabilities LT CL40T Other Current Liabilities
NCL100 Non Current Liabilities CL550 Derivative liabilities FX-Financ. debt
CL560 Derivative liabilities FX-Work. capital
CL570 Derivative liabilities-Prenium/Discount
CL580 Derivative liabilities - Interest rates
CL55T Derivative liabilities
CURL100 Current liabilities
163
P&L
P&L
RV1M_A Billings Media - Agent OP321 Other IC mgmt and Guarantee Fees inc. (exp)
RV1M_P Billings Media - Principal OP341 Mileage allowances - petrol
RV1M Billings Outside - Media
RV1PO_A Billings Prod and Other - Agent OP345 Audit fees Groupe auditors
RV1PO_P Billings Prod and Other - Principal OP348 Other fees Groupe auditors
RV1PO Billings Outside - Prod and Other OP346 Audit fees non-Groupe auditors
RV1T Billings Outside Total OP344 Other fees Big Four
RV10 Billings Total (Interco) OP342T Audit fees and Other Fees from Auditors (Total)
RV10T Billings - Total OP343 Travel and living (non-client related)
RV18P Out of pocket expenses (Principal) OP347 Legal fees
RV18A Out of pocket expenses (Agent) OP351 Recruitment costs
RV18T Out of pocket expenses OP353 New business costs
RV20 Other Costs of billings OP355 Agency Publicity, Sponsoring and Internal Communication
RV20T Cost of billings OP357 Charitable and Donations
RV40T Revenue OP361 Insurance
OP367 Service Costs -Accounting, treasury, tax
OP111 Salaries - Payroll OP371 Service Costs - Other services
OP112 Provision for holiday pay OP373 Taxes (excluding taxes on income)
OP110T Salaries OP375 Other expenses (IC and Third party)
OP121 Social charges on salaries OP377 Other income from IC Recharge
OP122 Pensions - Defined Contribution OP382 Studies, Research and Modelling (non specific client related)
OP123 Pensions - Defined Benefits
OP124 Deferred Compensation - Jubilee & Other Collective Plans OP383 Seminars and Events (Excluding Training)
OP125 Retention Compensation - Individual OP384_IT Training Costs IT
OP120T Benefits OP384_NIT Training Costs Other than IT
OP131 Interco. staff recharge inc. / (exp.) OP384T Training Costs Total
OP132 Other employee related costs OP383T Training Costs, Seminars and Events
OP130T Other Employee Costs OP349 Consultancy fees
OP18TBA Fixed Personnel Costs before Exchange Allocation OP349_FIN Finance fees
OP18A Exchange Allocated Fixed PC OP349_HR Human Resource fees
OP180T Fixed Personnel Costs OP349_IT IT fees
OP141 Redundancy indemnities OP349T Consultancy fees Total
OP140T Severance Costs OP359 Furniture
OP151 LT Temporaries and Freelancers(>90 days) OP359_GEN General and graphic stationery
OP152 ST Freelancers and Temporaries(<90 days) OP359T Office supplies and stationery
OP150T Freelance Costs OP363 Landline
OP161 Legal Profit Sharing OP363_EXP Express courier
OP164 Share based incentives OP363_MOB Mobile
OP171 Social charges on share based incentives OP363_PDA PDA
OP168 Earn Out Compensation OP363_REG Regular postage
OP162 Contractual bonus OP363_TEP Telepresence
OP163 Bonus pool OP363T Telecommunications, Telepresence and Mail
OP165 Discretionary bonus OP369 Other IT services
OP166 Spot Bonus OP369_CONS IT consumables
OP167 Interco. Bonus recharge inc. / (exp.) OP369_HARD IT hardware
OP172 Social charges on bonus OP369_MAINT IT maintenance
OP169T Bonus OP369_SOFT IT software
OP160T Total Bonus and other incentives OP369T Service Costs - IT
OP10T Personnel Costs OP385 Bank Fees
OP13P IC Production Platform recharge OP390T Other General and Administrative exp.
OP1TP Personnel Costs incl.IC Production Platform OP30A_C Exchange Allocated Overheads - Costs
OP30A_P Exchange Allocated Overheads - Profit
OP201 Client luncheons and receptions - Agent OP30T Total Overheads
OP201P Client luncheons and receptions - Principal
OP201T Client luncheons and receptions - Total OP411 IC Production Center Alloc. Income/Exp.
OP204 Unbillable Out of pocket expenses - Agent OP412 Other operating income
OP204P Unbillable Out of pocket expenses - Principal OP413 Change in Prov. for risks and charges
OP204T Unbillable Out of pocket expenses - Total OP414 FX Gains/Losses
OP205 Unbillable Research - client related - Agent OP40T Other Operating Income / (Expense)
OP205P Research - client related - Principal OP511 ASF Expense
OP205T Research - client related - Total OP512 ASF Recovery
OP206 Unbillable WIP write offs - client related - Agent OP50T ASF
OP206P WIP write offs - client related - Principal OP80T Operating Income (EBIT)
OP206T WIP write offs - client related - Total
OP20_BMP Billable - Media Costs - Acting as Principal OP900 PPA Intangible Amortization
OP20_BPP Billable - Production Costs - Acting as Principal GW100 Goodwill Impairment
OP200 Cost of sales - Total OP910 PPA Intangible Impairment
OP207 IC Coordin. and Creative Fees inc. (exp) OP920T Goodwill and Intangible Impairment
OP208 Bad debt allowance OP961 Gain (Loss) on disp. of Intang. assets
OP20W Bad debt write offs OP962 Gain (Loss) on disp. of Tangible assets
OP208T Total Bad debt allowance & write offs OP963 Gain (Loss) on disp. of Financial assets
OP20TBA Client Costs before Exchange Allocation OP964 Gain (Loss) on disp. of Conso. Invest.
OP20A Exchange Allocated Client Costs OP960T Gain (Loss) on assets disposal
OP20T Client Costs OP970 Other Non Current Income (Expense)
OP980T Non Current Income (Expense)
OP311 Third Party Office rent expense OP90T Operating Income after impairment
OP312 Office maintenance,utilities,service ch
OP313 Rental income- Sublease to Third Parties FI100 Interest expense
OP314 IC Rental Income / Expense FI104 Interest expense of finance leases
OP315 Equipment rental FI105 Interest income
OP365 Facility management FI116 Premium/Discount on derivatives
OP310T Occupancy Costs FI118 Gain (Loss) on interest rate hedging
OP325 SSC Recharge - Core BS FI20T Cost of Net Financial Debt
OP322 SSC Costs - Core BS FI102 FX losses
OP326 SSC Recharges - Core IT FI103 Interest on discounted LT provisions
OP323 SSC Costs - Core IT FI108 Dividends received
OP32CT SSC Core Services FI109 FX gains
OP327 SSC Recharges - Non Core BS FI111 Provn. on fin.assets outside group
OP324 SSC Costs - Non Core BS FI112 Earn Out Revaluation
OP328 SSC Recharges - Non Core IT FI115 Residual gains/losses on hedged items
OP329 SSC Costs - Non Core IT FI117 Cash Discount
OP32NCT SSC Non Core Services FI120 Pension Cost - Financial components
OP32COI Costs - Intra SSC I/C FI30T Other Financial Income / (Expense)
OP32INI Income - Intra SSC I/C FI10T Financial Income / (Expense)
OP320T Shared Services Costs CR10T Income Before Tax and Equity Income
OP331 Depr. Intangible assets (excl. Acq. gw.)
OP332 Depreciation of tangible assets - Others TX100 Current income tax
OP332_BI Depreciation of tangible assets - Building improvement TX101 Deferred tax (charge) / Income
OP332_IT Depreciation of tangible assets - Computer equipment TX107 Change In Income Tax Provision
OP332T Depreciation of tangible assets (Total) TX180 Deferred tax - Depreciation
OP330T Depreciation TX10T Income Tax
MQ100 Profit (loss) - Equity Accounting
NI10GT Net Income (Loss)
164
Groupe Finance Department Approvals Summary – Appendix 1/3
The tables below summarize the situations requiring approval from the Groupe Finance
Department as described in Janus Volume 2 and provide the corresponding reference:
Income statement items Related reference
For entities that would have granted stock option or free shares Personnel costs - II.4,
Plans (in particular plans granted prior to the acquisition by the page 2/6
Groupe), the corresponding stock option expense may be
reported but should be submitted to GFD for prior approval.
Remaining amount of bonus accrued in the prior year and not yet Personnel costs - II.4,
paid within the 5 first month of the following year should be page 6/6
justified to the GFD.
Intercompany coordination fees income (expense) records both Intercompany Income
the income earned by Business Units invoicing such fees (except and Expenses – II.10,
when authorization has been granted by the GFD to include such page 1/2
income in billings – see II.1) and all expenses incurred by
Business Units receiving such fees.
Groupe policies, set out in III.1 “Intangible assets”, apply Depreciation and
concerning the capitalization of intangible assets and their Amortization –
amortization. All capitalization of intangible assets requires the II.13, page 1/1
approval of the GFD.
Approval of the GFD must be obtained for any individual Changes in provisions for
increase, decrease or cost recorded in the “Changes in provisions risks and charges – II.14,
for risks and charges” income statement caption which is greater page 1/2
than 100,000 euro.
All discounting of long-term provisions must be approved by the Changes in provisions for
GFD. risks and charges – II.14,
page 2/2
Financial Income
(Expense) – II.17, page
3/4
- Interest accrued for factoring/securitization and discounting Financial Income
of Trade Receivables (to be approved by the GFD – see (Expense) – II.17, page
III.14). 1/4
- Interest accrued for outstanding redeemable preferred shares
(to be approved by the GFD);
It is also the responsibility of the Business Unit's CFO to ensure Exchange Gains and
that no hedging is entered into without the authorization of the (Losses) – II.19, page 3/3
GFD.
Profits/losses on disposals of tangible and intangible assets. For Capital Gain & Loss on
disposals that are part of a restructuring plan, coordination with asset disposal –
the GFD is required to determine the adequate accounting
II.16, page 1/2
treatment.
- Intercompany transfers of Intangible assets and Investments Capital Gain & Loss on
should be valued and approved by the GFD. asset disposal –
- The sale price in respect of any consolidated investment must II.16, page 2/2
be approved by the Groupe CFO.
Business Units that locally perform equity accounting should Profit (Loss) on Equity
contact the Groupe Finance Department Accounting – II.21, page
1/1
165
Groupe Finance Department Approvals Summary – Appendix 2/3
Income statement items (continued) Related reference

- When legal entity is constitutes with several Business Units, Income Tax Expense –
only one Business Unit can record income tax. Previously the II.20, page 2/5
entity should inform and get the agreement of GFD.
- If a Tax Group wants to record income tax only at head of
Tax Group level, GFD should be informed in order to
confirm its agreement.
Balance sheet items Related reference

- All additions to intangible assets and their amortization periods Intangible Assets –
should be approved by the GFD; and III.1, page 1/3 & 3/3
- The accounting treatment and reporting of all new Intangible
assets must be validated by the Solution Hub CFO and approved
by the GFD.
Any capitalization of internal expenditure on software and IT Intangible Assets –
development must be authorized, in both its principle and its III.1, page 2/3
amount, by the GFD.
It is very rare that leases for equipment (especially IT equipment) Capital and Operating
qualify as operating leases, irrespective of the terms of the lease Lease Contracts –
contract. GFD approval must be obtained before recognizing III.4, page 1/2
such leases as operating leases where total lease commitments
exceed 100,000 Euro. Accounting for acquisitions, and thus
accounting for goodwill, is carried out at Groupe level.
The accounting and reporting of new Investments in Investments in

Consolidated Companies must be validated by the Solution Hub Consolidated Companies
CFO and approved by the GFD. – III.6, page 2/2
All equity accounting should be performed at Groupe level. Investments Accounted
Business Units that locally perform equity accounting should for under the Equity
contact the GFD. Method – III.7, p 1/3
The accounting treatment and reporting of investments Investments Accounted
accounted for under the equity method must be validated by the for under the Equity
Solution Hub CFO and approved by the GFD. Method –
III.7, page 3/3
Fair values of significant investments (greater than € 1 million) Investments in Non-
must be validated by the Solution Hub CFO and approved by the Consolidated Companies
GFD. – III.8 page 1/1
Loans to Third Parties (other than advances to suppliers) above Other Loans –
100,000 Euros must be approved by the GFD.
III.12, page 1/2
If in specific cases Business Unit and Solution Hub think it could Work in progress –
be appropriate to capitalize personnel costs, they should contact III.13, page 1/3
GFD.
Write-offs of doubtful Work in Progress accounts: Work in Progress –
• Irrecoverable amounts greater than 50,000 euros should III.13, page 3/3
be approved in writing by the Solution Hub’s CFO;
Irrecoverable amounts greater than 300,000 euros should be
approved in writing by Publicis Groupe CFO.
Business Units are prohibited to enter in operations of Trade Receivables –
securitization (or factoring) of trade receivables without the prior III.14, page 2/4
consent of the Groupe Finance. This operation should be
handled and controlled by the Groupe Treasury department.
166
Groupe Finance Department Approvals Summary Appendix 3/3
Balance sheet items (continued) Related reference

Write-offs of doubtful receivable accounts: Trade Receivables
• Irrecoverable amounts greater than 50,000 Euros should be Depreciation –
approved in writing by the Solution Hub’s CFO; III.15, page 2/3
• Irrecoverable amounts greater than 300,000 Euros should be
approved in writing by Publicis Groupe CFO.
The choice of which Marketable securities are held by Business Units Marketable securities –
must be approved by the Groupe Treasurer (Refer to volume 1 of III.19, page 1/1
Janus).
Restricted cash: no new restrictive agreements should be entered into Cash –
without the written approval of the Groupe Finance. III.20, page 1/2
Groupe policy prohibits Business Units holding cash balances in Cash –
foreign currencies greater than 200 000 euro unless expressly III.20, page 2/2
authorized by the Groupe Finance.
Cumulative Translation Differences are only to be recognized by the Cumulative Translation
limited number of Business Units and Solution Hubs that have been Differences –
formally authorized by the GFD to treat loans as net investment in a III.23, page 1/1
foreign currency.
Any movements of Cumulative Translation Differences resulting from Cumulative Translation
the allocation of exchange differences on long term intercompany Differences –
financial receivables or payables (with subsidiaries or parents) should III.23, page 1/1
be approved by the Groupe Finance.
All discounting of long-term provisions must be approved by the III.25 to III.27 and III.29
Groupe Finance.
All restructuring plans, irrespective of their total cost, are subject to Provisions for
the “R form” Groupe reporting procedure. All restructuring plans restructuring –
must be authorized in respect of procedures set out in Volume 1 of III.26, page 1/2
Janus and regularly reported on to, the GFD.
Reporting of Provisions for vacant location in accordance with Provisions for vacant
Groupe policy is the responsibility of the Business Unit’s CFO. It location –
must be validated by the Solution Hub’s CFO and approved by the III.27, page 2/2
GFD.
Nomination of the actuary must be approved by the GFD who must Provisions for pensions–
receive a copy of the actuary’s report for review. III.28, page 1/2
If the net amount represent an asset position, no asset should be Provisions for pensions –
recognized prior agreement from Groupe Finance. III.28, page 2/2
- Other provisions for risks and charges greater than 300,000 euro Other provisions for risks
should be approved by Publicis Groupe Groupe Finance. and charges –
- Recognition of provisions for tax risks of an amount greater than III.29, page 2/2
100,000 euro is subject to the approval of the Groupe Finance.
Agreements between Groupe Business Units in respect of Intercompany Financial
Intercompany Financial Debt are subject to the approval of the Debt –
Groupe Treasurer. III.32, page 2/2
Accounting and reporting of Other Liabilities (earn-out payments) Other Liabilities (earn-out
should be prepared under the responsibility of the Business Unit’s payments) –
CFO, validated by the Solution Hub CFO and approved by the GFD. III.33, page 2/2
Exception to the rule of intercompany invoicing in the functional Intercompany Procedures
currency should be validated by Groupe Treasury. – IV.2, page 4/6
167

Janus - Publicis Group Policies - 17 May

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Janus - Publicis Group Policies - 17 May

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The Publicis way

I. Our raison d’être 4

II. The Publicis way to do business 9

III. The Publicis way to work together 34

IV. The Publicis way to take care of our people 63

V. The Publicis way for change 81

VI. The Publicis way to protect our interests 96

VII. The Publicis way to manage our money 114

Definitions and Contact Details 136

We have assembled incredible assets in all areas: creative, media,

No silo, no solo, no bozo.

With the same powerful energy and commitment, we want Publicis

Publicis Values I.1

III – ADD VALUE

Publicis Values I.1

IV – OUR COMMITMENT TOWARDS CLIENTS

V – COMMITMENT TOWARDS OUR PERSONNEL

• Commitment to work environment. Publicis notably fosters good professional relationship,

• Commitment to personal development. Publicis is committed to the development of the

• Commitment to solidarity: We must work together and communicate among ourselves in

Publicis Values I.1

No silo, no solo, no bozo.

VI – COMMITMENT TOWARDS OUR SHAREHOLDERS

VII – RESPONSIBILITIES TO THE COMMUNITY

VIII – RESPONSIBILITIES TO OUR SUPPLIERS

Publicis Values I.1

IX – A REFUSAL TO ENGAGE IN PARTISAN CAMPAIGNS

X – ONE SIZE DOES NOT FIT ALL

Our values, aforementioned, remain at the core of our way to do business.

- The highest level of ethics;

- Responsibility towards our consumers, our talents, our suppliers and

- The deepest respect for our clients and our talents.

In accordance with these overarching principles, we detail in this chapter:

Position concerning global contracts:

1.1 Agency Name and Client

1.2 Nature of Services and Projected Annual Value

1.3 Contract Period

1.5 Brands Concerned

1.6 Account Manager

2. GENERAL CONTRACT TERMS

2.2 Description of payment terms

- Type of client remuneration

3. CONTRACT NEGOCIATION TEAM

4. VERIFICATIONS AND APPROVALS

4.1 Legal review made by

4.2 Financial review made by

4.3 Form prepared by

5.1 Contracts with annual revenues in excess of Euro 5,000,000

Country Treasurer * _____________________

*With respect to payment terms

5.2 Contracts with annual revenues in excess of Euro 10,000,000

Groupe Treasurer *______________________

*With respect to payment terms

5.3 Contracts with annual revenues in excess of Euro 20,000,000

Groupe Secretary General_________________

Groupe Treasurer *______________________

*With respect to payment terms

Performance Evaluation and Reporting Financial exposure:

Guarantees or Comfort Letters

Issuance of Parent Company Guarantees

Guarantees or Comfort Letters

Issuance of Parent Company Guarantees by Publicis Groupe SA (exceptional circumstances only)