120
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Directors, Senior Management and Supervisory Bodies
Section 3
Corporate Governance
Since 2005, Vivendi has chosen a two-tier governance structure based
on a Supervisory Board and Management Board. This structure allows it
to separate control and management authority.
Since 2008, Vivendi has rigorously applied the AFEP/MEDEF Code of
Corporate Governance for Publicly Traded Companies, as amended in
June 2013 (hereinafter the “AFEP/MEDEF Code”).
3.1.
Directors, Senior Management and Supervisory Bodies
3.1.1.
Supervisory Board
The Supervisory Board is a collegiate body. Its deliberations involve all
its members, who undertake to keep them confidential.
The Supervisory Board may make statements collectively outside the
Company in the form of press releases intended as market information.
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■
3.1.1.1. General Provisions
The Supervisory Board may comprise a maximum of 18 members. Each
member serves for a four-year term (Article 7 of Vivendi’s by-laws).
The Supervisory Board may appoint one or more non-voting members
(
censeurs
) (Article 10-6 of the by-laws). Non-voting members participate
in an advisory capacity at meetings of the Supervisory Board. They may
attend meetings of the committees created by the Supervisory Board.
They are appointed for a term that may not exceed four years.
According to Vivendi’s by-laws, each member of the Supervisory Board
must own a minimum of 1,000 shares for the term of his or her mandate
(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 General Shareholders’ Meeting, 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. If this limit is exceeded, the oldest
members are deemed to have resigned at the end of this Shareholders’
Meeting (Article 7-3 of Vivendi’s by-laws).
The Supervisory Board is comprised of a majority of independent
members. A member is deemed independent if he or she has no
direct or indirect relationship of any kind, other than a non-substantial
shareholding in the Company, with the Company, its group or its
management that could compromise his or her independent judgment
(as defined in the AFEP/MEDEF Code).
Classification as an independent member, 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 examines, as
required, any change in the situation of a Supervisory Board member
during his or her term of office.
Each member of the Supervisory Board undertakes to regularly attend
Supervisory Board meetings and Shareholders’ Meetings. Members
of the Supervisory Board may attend meetings via videoconference or
other forms of telecommunication (Article 10 of Vivendi’s by-laws).
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3.1.1.2. Composition of the Supervisory Board
As of the date of publication of this Annual Report, the Supervisory
Board has 13 members, 9 of whom are independent directors. One of the
members is a foreign national and a citizen of a European Union member
state. Five of the members, or 38.5%, are women. The Supervisory
Board has one non-voting member.
Detailed information about current members of the Supervisory Board is
provided below in Section “Main Activities of Current Members of the
Supervisory Board”.
At the Combined General Shareholders’ Meeting to be held
on June 24, 2014, a proposal will be made to amend Article 8 of the
by-laws, “Members of the Supervisory Board Elected by Employees”,
with a view to determining the conditions for appointment by employees
of the members of the Supervisory Board who will represent them,
pursuant to the French Law of June 14, 2013 on protecting employment.
Such appointment must occur within six months after the Shareholders’
Meeting is held.
