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3
Directors, Senior Management and Supervisory Bodies
Information about the Company |
Corporate Governance
| Reports
Section 3
Corporate Governance
Since 2005, Vivendi has chosen a two-tier governance structure
consisting of a Supervisory Board and a Management Board. This
structure allows Vivendi to separate the management function from the
controlling function.
Since 2008, Vivendi has referred to and 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. All of its members may
participate in its deliberations and must keep them confidential.
The Supervisory Board, taken as a whole, may make any public statement
outside the Company in the form of press releases to inform the market
and investors.
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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 Vivendi’s by-laws). Non-voting members
participate in an advisory capacity at meetings of the Supervisory Board
and may attend meetings of the committees set up by the Supervisory
Board. They are appointed for a term that may not exceed four years.
Under 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 the end of each Annual 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 the Annual 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 affect his or her independent judgment (as
defined in the AFEP/MEDEF Code).
Classification of an independent member, and the criteria used to
determine whether a Director meets such classification, are reviewed by
the Corporate Governance, Nominations and Remuneration Committee
when considering and discussing the appointment of members to
the Supervisory Board. The Corporate Governance, Nominations and
Remuneration 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 in person or 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 14 members, including one member representing employee
shareholders and one member representing employees. Other than
these two members, the Supervisory Board has 12 members, including
10 independent directors (83.3%). One member of the Supervisory
Board is a foreign national and five members are women (38.46%). 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”.
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Annual Report 2014