Page 156 - 2012 Annual Report

156 VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 4 - REPORT BY THE CHAIRMAN OF VIVENDI’S SUPERVISORY BOARD ON CORPORATE GOVERNANCE, INTERNAL AUDITS
AND RISK MANAGEMENT – FISCAL YEAR ENDED DECEMBER 31, 2012
CORPORATE GOVERNANCE
SECTION 4 REPORT BY THE CHAIRMAN OF VIVENDI’S SUPERVISORY BOARD ON CORPORATE
GOVERNANCE, INTERNAL AUDITS AND RISK MANAGEMENT – FISCAL YEAR
ENDED DECEMBER 31, 2012
This report will be presented at the General Meeting of Vivendi’s
shareholders to be held on April 30, 2013, pursuant to Article L.225-
68 of the French Commercial Code and the joint recommendations of
the AFEP and MEDEF published in the Corporate Governance Code
for publicly traded companies. It was prepared with the assistance
of the General Management, the General Counsel and the Internal
Audit and Special Projects department. It was presented to the
Audit Committee prior to its approval by the Supervisory Board
on February 22, 2013.
Since 2005, Vivendi has been operating as a French corporation (société
anonyme) with a dual Board structure with separate management and
control roles made up of a Management Board and a Supervisory Board.
In addition, throughout the year, as part of rigorous internal review
procedures implemented by the company’s Management Committees,
the Group’s principal business units make the following reports to their
respective management teams: an analysis of their operational and
strategic positioning their target figures as established during the budget
preparation and updates, their action plans as well as other matters of
significant interest.
Vivendi rigorously applies to its corporate governance the Consolidated
Code of Recommendations of the AFEP and the MEDEF.
4.1. CORPORATE GOVERNANCE
4.1.1. Conditions Governing the Preparation and Organization of the Work of the Supervisory Board
The composition as well as the conditions governing the preparation and
organization of the work of the Supervisory Board and its committees
is presented in Sections 3.1.1.2 to 3.1.1.14 of Chapter 3 of this Annual
Report.
4.1.2. 2012 Assessment of Governance by Special Agencies
In 2012, the Group continued integrating the main SRI (Socially
Responsible Investment) indices: the Dow Jones Sustainability World
Enlarged Index, the ASPI Eurozone (Vigeo) index, the Ethibel Sustainability
Index (Ethibel), the ECPI Ethical Indexes (E-capital Partners), and the
FTSE4Good Global (FTSE). Since 2011, the Group has enjoyed the
Corporate Responsibility Prime status granted by the Oekom rating agency.
In 2012, Vivendi also incorporated three new SRI indices by Vigeo (Vigeo
World 120, Vigeo Europe 120, Vigeo France 20) and is the only company in
its sector to be included in these indices. Vivendi was once again included
in the Global 100 list of the most responsible companies in the world
and ranks 4th among French companies. This announcement was made in
the opening remarks of the World Economic Forum meeting in Davos on
January 24, 2013.
Following a survey in the French financial newspaper “Le Revenu”,
Vivendi’s Investor Relations department was again ranked among the best
services of the CAC 40, particularly for its relationships with shareholders
and the quality and clarity with which it responds to their needs.
4.1.3. Setting the Deferred Compensation and Benefits Granted to the Members
of the Management Board and its Chairman
Following the proposal of the Corporate Governance and Nominating
Committee and the Human Resources Committee, the Supervisory Board
resolved to comply with all the AFEP and MEDEF recommendations
regarding the compensation of Directors and Corporate Officers of listed
companies.
Compensation of members of the Management Board and of the
company’s senior managers is determined by the Supervisory Board
based on information received from the Human Resources Committee.
In gathering relevant information, the Human Resources Committee
relies on comparative studies of external and independent advisers who
take into account the compensation of company officers across a range
of French, European and international companies operating in business
sectors identical or similar to those of Vivendi and its subsidiaries. The
compensation of Management Board members is made of both fixed