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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 2014
This report will be presented at Vivendi’s General Meeting of
Shareholders to be held on April 17, 2015, 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
Risks department. It was presented to the Audit Committee prior to its
approval by the Supervisory Board on February 27, 2015, 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 consisting of a Management Board
and a Supervisory Board to provide separate management and control
functions.
Every month throughout the year, as part of a rigorous process instituted
through review of the monthly closures, all of the group’s operational
entities make a presentation to the General Management team of
their respective business. Such presentations consist of the results of
the month, analysis of their operational and strategic positioning, their
monetary targets, formalized through the budget and monitoring of their
implementation, their 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 2014, the Supervisory Board met ten times. The attendance rate at
meetings of the Supervisory Board was 92.4%. In 2014, the Management
Board met 20 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. 2014 Assessment of Governance by Special Agencies
In 2014, Vivendi was ranked 2nd 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 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 21, 2015, 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 4th among French companies.
4.1.3. Setting of Deferred Compensation and Benefits Granted to Members
of the Management Board and its Chairman
The Supervisory Board complies 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 set by the Supervisory Board based on
information provided by the Corporate Governance, Nominations and
Remuneration Committee. The Corporate Governance, Nominations
and Remuneration 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 corporate social responsibility criteria to assess the
compensation of the group’s senior executives. Criteria that are relevant,
measurable and verifiable have been set for each business unit based on
their respective expertise and positioning. Accordingly, the calculation
of bonuses for the relevant executives requires an assessment of their
personal contribution to the group’s CSR strategic issues, such as
protecting and empowering young people in their media and cultural
practices, promoting cultural diversity and safeguarding personal data.
For a full list of all principles and rules established by the Supervisory
Board concerning deferred compensation and benefits of Management
Board members and its Chairman, see Sections 3.3 and 3.4 of Chapter 3
of this Annual Report.
For a description of the performance criteria relating to the vesting of
performance shares, see Section 3.4.4 of Chapter 3 of this Annual Report.
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Annual Report 2014