Governance. Leadership

Leadership

Corporate Governance Guidelines

We believe that transparency in corporate governance contributes significantly to ensuring that our actions measure up to our high ethical standards. That's why we have made our Corporate Governance Guidelines – including our guidelines on ethics – available online. Further, we have established a system that enables interested parties to communicate confidentially and anonymously with our Board of Directors, or with any individual Director or Board committee.

Board of Directors

Our Board of Directors is structured with an eye toward ensuring true independence. Ten of our 12 Directors meet the SEC's definition of "independent," helping to ensure that our shareholders can rely on the Board for unclouded judgment and guidance and that the Board holds our executives accountable for responsible governance and performance. Other than compensation for their service as Board members, the 10 independent Directors receive no direct or indirect benefits from Omnicom or any of its subsidiaries.

Code of Ethics for Senior Financial Officers

In addition to the general ethical business conduct policy that applies to all Omnicom employees, senior financial officers of Omnicom and its subsidiaries are also subject to our Code of Ethics for Senior Financial Officers, designed to aid in assuring that our financial reporting is proper and transparent.

Anti- Bribery

Omnicom operates in an increasingly complex global environment, and our commitment to maintaining the highest ethical standards in the communities where we do business is essential. Omnicom directors, officers and employees are required to comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and any other local anti-corruption and anti-bribery laws where we do business. Our Code of Business Conduct strictly prohibits any type of bribe, kickback or inappropriate advantage to any person with the intention of influencing that person to assist us in obtaining or retaining business, or any other unfair advantage in the conduct of business for the Company.