Page 118 - 2012 Annual Report

118 VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
DIRECTORS, SENIOR MANAGEMENT AND SUPERVISORY BODIES
SECTION 3 CORPORATE GOVERNANCE
3.1. DIRECTORS, SENIOR MANAGEMENT AND SUPERVISORY BODIES
3.1.1. Supervisory Board
3.1.1.1. GENERAL PROVISIONS
The Supervisory Board may be comprised of a maximum of eighteen
members. Each member of the Supervisory Board serves for a four-year
term (Article 7 of Vivendi’s by-laws).
Each member of the Supervisory Board must own at least one thousand of
the company’s shares during his/her term of office (Article 7-2 of Vivendi’s
by-laws). At its meeting of February 28, 2008, the Supervisory Board
resolved that each of its members must own a number of Vivendi shares
equivalent in value to one year’s paid director’s fees.
At the end of each Annual Shareholders’ Meeting approving the financial
statements for the previous fiscal year, the number of members of the
Supervisory Board over the age of 70, as of the closing date of the
previous fiscal year, must not exceed one-third of the acting members
currently in office. In the event that this limit is exceeded, the oldest
members are deemed to have resigned at the end of the Shareholders’
Meeting (Article 7-3 of Vivendi’s by-laws).
The Supervisory Board is comprised of a majority of independent members.
Each year the Corporate Governance and Nominating Committee
evaluates the presence of independent members and reports to the
Supervisory Board accordingly. A member is deemed independent when
no direct or indirect relationship of any kind, other than a non-substantial
shareholding in the company, exists with the company, its group or its
management which could interfere with the exercise of the member’s
independent judgment (as defined in the AFEP/MEDEF Code for publicly
traded companies to which the company adheres).
The independent director classification and the criteria used to determine
whether a Director meets such classification are reviewed by the
Corporate Governance and Nominating Committee when considering and
discussing the appointment of candidates to the Supervisory Board. The
Corporate Governance and Nominating Committee reviews, as necessary,
any change in the situation during a member of the Board’s term of office.
Each member of the Supervisory Board undertakes to regularly attend
Supervisory Board meetings and Annual Shareholders’ Meetings.
Members of the Supervisory Board may attend meetings via
videoconference or other forms of telecommunication (Article 10 of
Vivendi’s by-laws).
3.1.1.2. COMPOSITION OF THE SUPERVISORY BOARD
On the date of publication of this report, the Supervisory Board has
eleven members, eight of whom are independent directors. Two members
are non-French nationals, one is a citizen of a European Union member
state other than France and the other is an American citizen. Four of the
members are women which represents 36.4%. In addition, two non-voting
Directors attend the meetings of the Supervisory Board.
In 2012, the Supervisory Board met nine times. The attendance rate at
Supervisory Board meetings was 93%.
MEMBERS OF THE SUPERVISORY BOARD WHOSE APPOINTMENT
TO OFFICE IS PROPOSED AT THE SHAREHOLDERS’ MEETING TO BE
HELD ON APRIL 30, 2013
The appointment to office of Mr. Vincent Bolloré, co-opted by the
Supervisory Board at its meeting of December 13, 2012, Mr. Pascal Cagni
(non-voting Director since December 13, 2012) and of, Mr. Alexandre
de Juniac and Mrs. Yseulys Costes for a period of four years will be
proposed at the Shareholders’ Meeting to be held on April 30, 2013.
The appointment of Ms. Nathalie Bricault, representing the employee
shareholders will also be proposed in accordance with Article L.225-71 of
the French Commercial Code.
Ms. Maureen Chiquet and Mr. Christophe de Margerie did not request the
renewal of their respective terms of office.
Detailed information about current members of the Supervisory Board and
about those whose appointment is proposed to the Shareholders’ Meeting
of April 30, 2013 is provided below in the Section “Main Activities of
Current members of the Supervisory Board”.
Subject to a favorable vote at the Shareholders’ Meeting to be held on
April 30, 2013, the Supervisory Board will have 13 members, including
five women representing 38.5% of the Board and 9 independent members
representing 69.2% of the Board.