About Overview Leadership Corporate Governance Culture Overview Talent Diversity Community Environment Our Agencies Newsroom Investors Corporate Governance Omnicom is led by our senior management team under the direction of our Board of Directors. The Board has adopted, and periodically reviews, policies and procedures to guide it in the discharge of its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law. Our Board consists of 13 directors: 11 independent or outside directors, our Chairman Bruce Crawford and our President & Chief Executive Officer John D. Wren. Each director stands for election annually. Bios of our Board of Directors are below. Corporate Governance Bruce Crawford Chairman of the Board of Omnicom Chairman of the Board, Chairman of the Finance Committee and member of the Executive Committee Mr. Crawford is Chairman of the Board of Omnicom, a position he has held since 1995. From 1989 to 1995, he served as Omnicom's President and Chief Executive Officer and, from 1995 to 1997, he served as Omnicom's Chairman and Chief Executive Officer. Mr. Crawford began his career in advertising in 1956 and, in 1963, he joined BBDO. He held a variety of high-level positions at BBDO, including that of President and Chief Executive Officer, a position he held from 1977 until 1985. Mr. Crawford is an Honorary Director of The Metropolitan Opera and Chairman Emeritus of Lincoln Center. He is also a Director of the Animal Medical Center. Alan R. Batkin Chairman and Chief Executive Officer, Converse Associates, Inc. Member of the Compensation and Finance Committees Mr. Batkin is the Chaiman and Chief Executive Officer of Converse Associates, Inc., a strategic advisory firm. From 2007 to 2012, he was the Vice Chairman of Eton Park Capital Management, L.P., a multi-disciplinary investment firm. From 1990 to 2007, he was Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm that advises multi-national companies. Additionally, Mr. Batkin is a director and member of the Audit and Finance Committees of Hasbro, Inc. (listed on Nasdaq), a toy and game company, a director, member of the Audit and Compensation Committees and Presiding Director of Cantel Medical Corp. (listed on NYSE), a provider of infection prevention and control products in the healthcare market and a director, Chairman of the Board and member of the Audit, Conflicts, Nominating, Governance and Compensation Committees of Pattern Energy Group, Inc. (listed on Nasdaq), an independent power company. Mr. Batkin also served as a director of Overseas Shipholding Group, Inc. during the last five years. Mary C. Choski Founding Partner and Senior Managing Director, Strategic Investment Group Member of the Audit and Finance Committees Ms. Choksi is a founding partner and Senior Managing Director of Strategic Investment Group, an investment management enterprise founded in 1987 which designs and implements global investment strategies for large institutional and individual investors. Ms. Choksi was also a founder and, until May 2011, a Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension Investment Division of the World Bank. In addition, Ms. Choksi is a director and member of the Audit and Governance Committees of Avis Budget Group (listed on Nasdaq), a leading rental car supplier. Robert Charles Clark Harvard University Distinguished Service Professor, Harvard Law School Vice Chairman of the Governancen Committee and member of the Audit Committee Mr. Clark is a Harvard University Distinguished Service Professor, Harvard Law School, a position he has held since 2003. His research and teaching interests are centered on corporate governance. Previously, he was Dean and Royall Professor of Law at Harvard Law School from July 1989 through June 2003. He has served as a professor of law at Harvard Law School since 1978, and before that, was a tenured professor at Yale Law School. His concentration was corporate law. In addition, Mr. Clark was an associate at Ropes & Gray from 1972 to 1974. Mr. Clark is a director and member of the Audit and Nominating and Governance Committees of Time Warner Inc. (listed on NYSE), a media and entertainment company. Mr. Clark is also a member of the Board of Trustees of Teachers Insurance and Annuity Association (TIAA), a pension fund serving the higher education community. Leonard S. Coleman, Jr. Former Senior Advisor, Major League Baseball & Former Chairman, Arena Co. Chairman of the Executive Committee and member of the Compensation and Governance Committees Mr. Coleman was Senior Advisor, Major League Baseball, from 1999 through 2005. Previously, he was Chairman of Arena Co., a subsidiary of Yankees/Nets, until September 2002. Before that, he was President, National League, Major League Baseball from 1994 to 1999, having previously served since 1992 as Executive Director, Market Development of Major League Baseball. Mr. Coleman is a director, Chairman of the Corporate Governance Committee and member of the Compensation Committee of Avis Budget Group (listed on Nasdaq), a leading rental car supplier. Mr. Coleman also serves as a director, Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee of Churchill Downs Inc. (listed on Nasdaq), a company that owns and operates pari-mutuel wagering properties and businesses, and a director and member of the Nominating and Governance Committee of Electronic Arts Inc. (listed on Nasdaq), a company that develops, markets, publishes and distributes video games. In addition, he is a director, member of the Audit, Compensation and Nominating and Governance Committees of Aramark Corporation (listed on NYSE), a company operating in the food and facilities services, uniform and medical technology maintenance industries. Mr. Coleman also served as a director of H.J. Heinz Corporation during the last five years. Additionally, Mr. Coleman was previously a municipal finance banker for Kidder, Peabody & Company. Prior to joining Kidder, Mr. Coleman served as Commissioner of both the New Jersey Department of Community Affairs and Department of Energy, and Chairman of the Hackensack Meadowlands Development Commission and the New Jersey Housing and Mortgage Finance Agency. Mr. Coleman was also the Vice Chairman of the State Commission on Ethical Standards and a member of the Economic Development Authority, Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New Jersey Public Television Commission. Errol M. Cook Private Investor and Consultant & Former Managing Director and Partner, Warburg Pincus Member of the Audit and Governance Committees Mr. Cook is a private investor and consultant. Previously, he was a managing director and partner of Warburg Pincus, a global leader in the private equity industry, from March 1991 until his retirement in February 1999. Before that, Mr. Cook was a Senior Partner of Ernst & Young from August 1961 to September 1989 and a Managing Director of Schroders, a global asset management company, from September 1989 to March 1991. Susan S. Denison Former Partner, Cook Associates Vice Chairman of the Compensation Committee and member of the Governance Committee Ms. Denison is a former partner of Cook Associates, a retained executive search firm, a position she has held since June 2001. In addition, Ms. Denison has served as a director of InterCure, Inc. and LifeonKey Inc. during the last five years. Ms. Denison has more than twenty years of senior executive experience within the Media, Entertainment and Consumer Products Industries. She formerly served as a Partner at TASA Worldwide/Johnson, Smith & Knisely and the Cheyenne Group. She has also served as Executive Vice President, Entertainment and Marketing for Madison Square Garden, Executive Vice President and General Manager at Showtime Networks’ Direct-To-Home Division, Vice President, Marketing for Showtime Networks and Senior Vice President, Revlon. In addition, Ms. Denison previously held marketing positions at Charles of the Ritz, Clairol and Richardson-Vicks. Michael A. Henning Former Deputy Chairman, Ernst & Young Vice Chairman of the Audit Committee and member of the Compensation Committee Mr. Henning served in various capacities with Ernst & Young from 1961 to 2000, including Deputy Chairman of Ernst & Young LLP from December 1999 to October 2000 and Chief Executive Officer of Ernst & Young International from September 1993 to December 1999. He also serves as a director and Chairman of the Audit Committee of CTS Corporation (listed on NYSE), a company that provides electronic components to auto, wireless and PC businesses. He is also a director and member of the Audit, Compensation, Nominating & Corporate Governance, Safety and Strategic Planning Committees of Landstar System, Inc. (listed on Nasdaq), a transportation and logistics services company. In addition, he serves a director and Chairman of the Audit Committee of Black Diamond, Inc. (listed on Nasdaq), a manufacturer and distributor of outdoor, snow sports and lifestyle products worldwide. Mr. Henning also served as a director of Highlands Acquisition Corp. during the last five years. John R. Murphy Trustee, National Geographic Society Chairman of the Audit Committee and member of the Finance and Executive Committees Mr. Murphy is a Trustee of National Geographic Society, a position he has held since January 2012. From March 1998 until January 2012, Mr. Murphy was Vice Chairman of National Geographic Society and from May 1996 until March 1998, Mr. Murphy was President and Chief Executive Officer of National Geographic Society. He has also served as a member of the Board and on the Finance and Nominating Committees of National Geographic Society. Mr. Murphy also served as the Chief Executive Officer of the Baltimore Sun, as well as in positions as a publisher and editor at the San Francisco Examiner and the Atlanta Constitution. Mr. Murphy previously served as a trustee, Co-Chairman of the Board and member of the Audit Committee of the PNC Mutual Funds and Co-Chairman of the Board of the PNC Alternative Fund. In addition, Mr. Murphy is a trustee of Mercer University and was a past president of the U.S. Golf Association. John R. Purcell Chairman and Chief Executive Officer, Grenadier Associates Ltd. Chairman of the Governance Committee and member of the Finance and Executive Committees Mr. Purcell is Chairman and Chief Executive Officer of Grenadier Associates Ltd., a merchant banking and financial advisory firm. Mr. Purcell formerly served as Chief Executive Officer of SFN Cos. Inc., as Executive Vice President of CBS, Inc., as Senior Vice President and Chief Financial Officer of Gannett Co., Inc. and as Chairman of Donnelley Marketing, Inc., a database direct marketing firm. Linda Johnson Rice Chairman, Johnson Publishing Company Inc. Member of the Compensation and Governance Committees Mrs. Johnson Rice is Chairman of Johnson Publishing Company, Inc., a multi-media company. She joined that company in 1980, became Vice President in 1985, was elected President and Chief Operating Officer in 1987, became Chairman and Chief Executive Officer in 2008 and became Chairman in 2010. Mrs. Johnson Rice is a director of Kimberly-Clark Corporation (listed on NYSE), of which she is a member of the Audit Committee. Mrs. Johnson Rice also served as a director of MoneyGram International, Inc. during the last five years. Gary L. Roubos Former Chairman, Dover Corporation Chairman of the Compensation Committee and member of the Finance and Executive Committees Mr. Roubos was Chairman of Dover Corporation (listed on NYSE), a world-wide, diversified industrial manufacturing corporation, from May 1989 to May 1999, and Chief Executive Officer of that company from January 1981 to May 1994. During the past five years, he served as a director of Voyager Learning Company, a provider of educational solutions, and ProQuest Co., a company providing online research tools. John D. Wren President and Chief Executive Officer of Omnicom John Wren is the President and CEO of Omnicom Group, a Fortune 500 company and premier global provider of marketing communications services. He was named CEO in 1997 and elected President in 1996. Under his leadership, Omnicom has achieved status as a world-class company with one of the best corporate and divisional management in the advertising industry. Omnicom manages a portfolio of global marketing leaders, consistently recognized as being among the world’s best creative, including BBDO, DDB, FleishmanHillard, Interbrand, Ketchum, OMD, PHD, Porter Novelli, Rapp, and TBWA. Omnicom companies work with more than 5,000 global, national and local clients all over the world, providing brand advertising, media planning and buying, digital and promotional marketing, CRM, public relations and other specialty communications services. Omnicom has been named a “Most Admired Company” by Fortune, consistently appears among the top 250 performers of the Fortune 500, and was ranked Number One in its peer group by The Wall Street Journal. Mr. Wren has also been recognized as one of the Best-Performing CEOs in the World by Harvard Business Review, Best CEO by Institutional Investor and as Executive of the Year by Advertising Age. Mr. Wren was part of the team that created Omnicom Group in 1986, two years after entering the advertising business as an Executive Vice President with Needham Harper Worldwide. He was appointed CEO of the Diversified Agency Services (DAS) division of Omnicom in 1990, and was responsible for developing this division into the holding company’s fastest growing and largest operating group, comprised of innovative companies in a wide array of communication disciplines ranging from public relations to branding. As CEO of DAS and then Omnicom, Mr. Wren has championed the company’s investment in the recruitment and development of top talent through several key programs, including Omnicom University, the industry standard for senior management training in professional service firms. In addition, the American Advertising Federation (AAF) honored him as a pioneer and supporter of Diversity. Mr. Wren is a member of the International Business Council of the World Economic Forum and is active in a number of philanthropic endeavors. A member of the Board of Directors of Lincoln Center for the Performing Arts, and a Trustee of the Arthur Ashe Foundation, Mr. Wren also supports healthcare education for disadvantaged communities and has been recognized for his contributions to the community with numerous accolades, among them the Gold Medal Award from the Catholic Youth Organization and the Ellis Island Medal of Honor. 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