161
Annual Report -
2013
-
Vivendi
3
Information About The Company | Corporate Governance |
Reports
Section 4
Report by the Chairman of Vivendi’s Supervisory Board
on Corporate Governance, Internal Audits and Risk
Management – Fiscal year 2013
This report will be presented at Vivendi’s General Meeting of
Shareholders to be held on June 24, 2014, pursuant to Article L.225-68
of the French Commercial Code. It was prepared with the assistance of
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 21, 2014,
in accordance with the recommendations of the AFEP and MEDEF
Corporate Governance Code for publicly traded companies (hereinafter
the AFEP/MEDEF Code).
Since 2005, Vivendi has been operating as a French corporation
(
société anonyme
) with a two-tier board comprised of a Management
Board and a Supervisory Board to provide separate management
and oversight roles.
Throughout the year, as part of rigorous internal review procedures
implemented by the Management Committees, the Group’s principal
business units report to their respective management teams on the
following: analysis of their operational and strategic positioning, target
figures as established during the budget preparation and updates, action
plans and other matters of significant interest.
4.1.
Corporate Governance
4.1.1.
Conditions Governing the Preparation and Organization of the Work of the Supervisory Board
In 2013, the Supervisory Board met eleven times. The attendance rate at
meetings of the Supervisory Board was 85%. In 2013, the Management
Board met seventeen times. The attendance rate at meetings of the
Management Board was 100%.
The composition as well as the conditions governing the preparation and
organization of the work of the Supervisory Board and its Committees
are detailed in Sections 3.1.1.2 to 3.1.1.13 of Chapter 3 of this Annual
Report.
4.1.2.
2013 Assessment of Governance by Special Agencies
In 2013, Vivendi was again ranked first among European companies
in the media sector by Vigeo, the non-financial rating agency, which
praised the performance of its corporate social responsibility (CSR)
policy. The Group also maintained its position in the top Socially
Responsible Investment (SRI) rankings: the ASPI Eurozone index, the
NYSE Euronext Vigeo World 120, the Euronext Vigeo Europe 120, the
Euronext Vigeo France 20, the ECPI Ethical Indexes (E-capital Partners),
the FTSE4 Good Global (FTSE) and the Ethibel Excellence (Ethibel)
investment registry index. On January 22, 2014, it was announced in
the opening remarks of the World Economic Forum meeting in Davos
that Vivendi has been included in the Global 100 list of the world’s
most responsible companies and continues to rank 4
th
among French
companies. Since 2011, the Group has also enjoyed the “
Corporate
Responsibility Prime
” status awarded by Oekom.
Vivendi is also ranked 3rd among companies of the CAC 40 surveyed by
Vigeo for adherence to the “Rights of children and corporate governance
principles” as defined in 2012 by UNICEF, the United Nations’ Global
Compact and the non-governmental organization (NGO)
Save the
Children
.
4.1.3.
Setting of Deferred Compensation and Benefits Granted to 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 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.
The Human Resources Committee uses comparative studies by external
and independent advisers covering a range of French, European and
international companies operating in business sectors similar or
identical to those of Vivendi and its subsidiaries. The compensation
of Management Board members consists of both fixed and variable
components and is subject to the satisfaction of performance conditions.
Since 2010, Vivendi’s Supervisory Board has used sustainable
development and social responsibility criteria to assess the
