301
Annual Report -
2013
-
Vivendi
4
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |
Consolidated
Financial Statements
| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
Note 26. Transactions with related parties
Note 26.
Transactions with related parties
26.1.
Corporate Officers
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Situation of Corporate Officers
On June 28, 2012, the Supervisory Board terminated Mr. Jean-Bernard
Lévy’s term of office as Chairman of the Management Board. The
Supervisory Board also terminated the terms of office of the following
members of the Management Board: Mr. Abdeslam Ahizoune, Mr. Amos
Genish, Mr. Lucian Grainge, and Mr. Bertrand Meheut and appointed
Mr. Jean-François Dubos as Chairman of the Management Board.
Until December 31, 2013, the Management Board was composed of
Mr. Jean-François Dubos and Mr. Philippe Capron, who left his position
as a member of the Management Board as of that date.
Since January 1, 2014, the Management Board is composed of
Mr. Jean-François Dubos, Mr. Jean-Yves Charlier (Chairman and Chief
Executive Officer of SFR), and Mr. Arnaud de Puyfontaine (Senior
Executive Vice President, Media and Content activities).
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Compensation of Corporate Officers
The gross compensation, including benefits in kind, that
the group paid in 2013, to the members of the Management Board
in office, amounted to €2.3 million. This amount included the fixed
and variable compensation components paid to the members of
the Management Board in office in 2013 for their 2012 mandate.
Moreover, in 2013, the members in office until June 28, 2012
received the prorated variable compensation component with
respect to 2012, as approved by the Supervisory Board on
February 22, 2013, for a total amount of €4.6 million (excluding
severance payment, if any; see below).
In 2012, the total gross compensation, including benefits in kind
that the group paid to the members of the Management Board in
office, amounted to €25 million. This amount included the fixed
compensation component of the members of the Management
Board for the duration of their mandate (€5 million), the variable
compensation component paid for their 2011 mandate (€12 million),
as well as the severance payments paid to Mr. Jean-Bernard Levy
and Mr. Frank Esser (a member of Vivendi’s Management Board
and as SFR’s Chief Executive Officer until March 26, 2012, i.e.,
termination date of his term of office).
In 2012, Mr. Jean-Bernard Lévy, received a severance payment of
€3.9 million, approved by the General Shareholders’ Meeting held
on April 30, 2013. In addition, Mr. Frank Esser’s received a severance
payment, with respect to the termination of its employment contract,
for €3.9 million (of which €1.7 million received in January 2013).
Mr. Philippe Capron, considering his resignation, is not entitled to
benefit from the severance payment as included in the amendment
to its employment contract which was approved by the General
Shareholders’ Meeting held on April 30, 2013.
The Chairman of the Management Board do not benefit from any
severance payment due to his position as a Corporate Officer.
The total charge recorded by the group with respect to share-
based compensation plans (performance shares, stock options,
and employee stock purchase) granted to the members of the
Management Board, in office, amounted to €2 million in 2013
(compared to €6 million in 2012).
The amount of net pension plan obligations to the Management
Board amounted to €7.8 million as of December 31, 2013 (compared
to €4.6 million for the members of the Management Board, in office
as of December 31, 2012). Mr. Philippe Capron lost his pension
benefit rights with respect to the additional pension plan.
The fixed compensation paid to the Chairman of the Supervisory
Board amounted to €700,000 (before taxes and withholdings)
in 2013 (unchanged since 2011) and the total amount of fees
paid to the other members of the Supervisory Board amounted to
€1.2 million (before taxes and withholdings) with respect to 2013
(unchanged compared to 2012).
The Chapter 3 of the Annual Report contains a detailed description of the
compensation policy and the compensation and benefits of Corporate
Officers of the group, in accordance with the recommendations of the
AFEP/MEDEF amended in June 2013.
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Sale of Activision Blizzard
On October 11, 2013, Vivendi sold 88% of its interest in Activision
Blizzard. Mr. Jean-François Dubos was a member of Activision Blizzard’s
Board of Directors and of its Compensation Committee and Mr. Philippe
Capron was Chairman of Activision Blizzard’s Board of Directors and of
its Compensation Committee as well as a member of its Nominating and
Corporate Governance Committee.
26.2.
Other related parties
Excluding Corporate Officers, Vivendi’s main related parties were
those companies over which the group exercises an exclusive or joint
control, and companies over which Vivendi exercises a significant
influence (please refer to Note 29 for a list of its main subsidiaries,
fully consolidated or accounted for under the equity method), and
non-controlling interests that exercise significant influence on group
affiliates i.e., the Kingdom of Morocco, which owns 30% of Maroc
Telecom Group, and since November 30, 2012, TVN, which owns 32%
of Canal+ Cyfrowy (a subsidiary of Canal+ Group).
Moreover, on November 5, 2013, Vivendi acquired from Lagardère
Group its 20% interest in Canal+ France (please refer to Note 2). The
agreement entered into in 2006 with Lagardère Group which gave
Canal+ France the right to broadcast their theme channels on its multi-
channel offer, was extended once until June 30, 2013 and has been
extended a second time until June 30, 2016.
