Committees Overview

As of April 21, 2010

Overview

The Board generally conducts specific oversight tasks through committees, so that the Board as a whole can focus on strategic matters and those particular tasks that by law or custom require the attention of the full Board. Our Board has established six standing committees, functioning in the following areas:

• audit and financial reporting,
• management/compensation,
• corporate governance,
• finance and acquisitions/divestitures,
• attendance to matters requiring consideration between Board meetings,
• qualified legal compliance.

As a matter of policy, the independent non-management directors regularly meet in executive session, without management present. They met six times in 2009. Mr. Purcell, the Chairman of our Governance Committee, presided at these executive sessions.

Each of the committees operates under a written charter recommended by the Governance Committee and approved by the Board. The Board operates pursuant to our Corporate Governance Guidelines. Each Board committee is authorized to retain its own outside advisors.

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Executive Committee

The Executive Committee's purpose is to act on behalf of the Board in the management of the Board's business and affairs between Board meetings, except as specifically prohibited by applicable law or regulation, or by our charter or by-laws. In practice, the Executive Committee meets only when it is impractical to call a meeting of the full Board.

The Executive Committee met three times in 2009.

Audit Committee

The Audit Committee's purpose is to assist the Board in carrying out its financial reporting oversight responsibilities. In this regard, the Audit Committee assists the Board in its oversight of (a) the integrity of our financial statements, (b) compliance with legal and regulatory requirements, (c) the qualifications and independence of our independent auditors, and (d) the performance of our internal audit function and independent auditors. The Audit Committee also has the power to retain or dismiss our independent auditors and to approve their compensation.

The Audit Committee met 11 times in 2009.

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Compensation Committee

The Compensation Committee's purpose is (a) to assist the Board in carrying out its oversight responsibilities relating to compensation matters, (b) to prepare a report on executive compensation for inclusion in our annual Proxy Statement and (c) to administer and approve awards under our equity and other compensation plans. 

The Compensation Committee met seven times in 2009.

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Governance Committee

The Goveranance Committee's purpose is to assist the Board in carrying out its oversight responsibilities, including oversight of risk, relating to (a) the composition of the Board and (b) certain corporate governance matters. As part of its responsibilities, the Committee considers and makes recommendations to the full Board with respect to the following matters:

• director nominees and underlying criteria for election to the Board and its committees;
• the functions of the Board committees;
• standards and procedures for review of the Board's performance;
• our corporate governance policies generally, including with respect to director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and education, and performance evaluation;
• management succession;
• the code of business conduct applicable to our directors, officers and employees; and
• the Governance Committee's performance of its own responsibilities.

The Governance Committee met six times in 2009.

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Finance Committee

The Finance Committee's purpose is to assist the Board in carrying out its oversight responsibilities relating to financial matters affecting Omnicom, including in respect of acquisitions, divestitures and financings and the oversight of risk.

The Finance Committee met 10 times in 2009.

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Qualified Legal Compliance Committee

Our Qualified Legal Compliance Committee (“QLCC”) is comprised of the current members of our Audit Committee. As contemplated by the U.S Securities and Exchange Commission ("SEC") rules on corporate governance, the purpose of the QLCC is to receive, investigate and recommend responses to reports made by attorneys employed or retained by Omnicom or one of its subsidiaries of evidence of any material violation of U.S. federal or state securities law, material breach of fiduciary duty arising under U.S. federal or state law or a similar material violation of any U.S. federal or state law. The QLCC only meets when necessary and did not meet in 2009.

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