Categorical Standards Deemed Not to Impair the Independence of Non-Employee Directors

Categorical Standards for Relationships Deemed
Not to Impair Independence of Non‑Employee Directors

For purposes of making a determination regarding the independence of a non‑employee director of ManpowerGroup Inc. (together with its subsidiaries, the “Company”) under the rules of the New York Stock Exchange, a commercial relationship between a director and the Company will not be considered to impair the director’s independence if:

  1. The director’s sole interest in the relationship is by virtue of his or her status as a director, officer or employee of, or holder of a less than 10% equity interest (other than a general partnership interest) in, an entity or an affiliate of an entity with which the Company has such relationship;
  2. Payments by the Company for property or services to, or payments to the Company for property or services by, the entity and any such affiliate accrued during any single fiscal year constitute in the aggregate less than two percent of the annual gross revenues reported for the last fiscal year of each of the Company and the entity and such affiliate.  In applying this standard, both the payments and the gross revenues to be measured will be those reported in the last completed fiscal year;
  3. The director is not personally involved in the negotiation of the terms of any transaction giving rise to the relationship, or otherwise personally involved in such transaction; and
  4. Any transaction giving rise to the relationship is negotiated and conducted on an arm’s‑length basis.
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