Vigilance in Business Conduct

Vivendi has established a Compliance Program in 2002, that defines the general rules of ethics applicable to all group employees regardless of his or her role or seniority. These guidelines cover the rights of employees, the quality of information and its protection, the prevention of conflicts of interest, commercial ethics and the respect of competition rules, the use of group property and resources, financial ethics and respect for the environment. Respect of these rules is a condition for belonging to Vivendi. 

 

Main focus of the area for action

  • Guaranteeing good corporate governance
    • Ensure the independence of the members of the Supervisory Board
    • Maintain transparency
    • Maintain a regular dialogue with stakeholders
  • Promoting ethics in business conduct
    • Fight against corruption
    • Prevent anti-competitive practices
    • Contribute to public policies through responsible lobbying
    • Adopt responsible communications/marketing
  • Encouraging the inclusion of CSR issues in the relations with suppliers 
    • Assess the group’s supply chain
    • Encourage the inclusion of CSR issues in the purchasing policy 

Useful Links

 

Some examples  of initiatives and best practices

CORPORATE GOVERNANCE 

Vivendi

  • Vivendi has established a dual corporate governance structure with a Supervisory Board and a Management Board. Vivendi’s Supervisory Board is made up of 14 members, 9 of whom are men and 5 women, including the representative of shareholder employees. 10 members are independent . Two members are was non-French national. In addition, it has two non-voting Directors. The Supervisory Board has established 2 special committees: the Audit Committee and the Corporate Governance, Remuneration and and Nominating Committee.

  • Dialogue wit stakeholders is at the heart of Vivendi’s CSR policy. This approach establishes a general framework that is then adopted by each of the subsidiaries and adapted for its own stakeholders to suit local conditions.

Canal+ Group

  • In June 2014, Canal+ Group held a plenary consultative meeting in France for consumer associations and the company’s senior management. The meeting provided an opportunity to present the company’s Consumers department, created in May 2014. Now, after an initial claim, customers have two levels of appeal, the Consumers department and then mediation, which is being reinforced by Canal+ Group. In December 2014, Canal+ Group’s Customer Relations department received “Customer Relations” NF Service certification from AFNOR, a voluntary third-party certification mark which guarantees the quality, reliability and level of the service provided.
  • Canal+ also conducts customer satisfaction surveys. These have confirmed the direct link between a diversified and original program offering and subscriber satisfaction (see an Integrated Reporting approach section).
  • Canal+ Group also participates in working groups held by the CSA on the protection of young audiences, representation of women and media literacy

Universal Music Group

  • UMG has identified its principal stakeholders (artists, their managers, retailers, digital platforms, streaming services, Consumers, parents associations, professional organizations, and national and European authorities) and has instituted open and collaborative dialog. They include: the International Music Managers Forum (an organization that groups associations of managers of over 20 countries), the Educational Recording Agency (a British association that promotes the use of audiovisual content for educational purposes), the Musicians’ Union (a British and European organization that represents musicians, present in many countries, including Sweden, Finland and Denmark) and Mumsnet, an advice sharing website for parents.
  • In addition, UMG maintains a structured dialog with all players in the music industry due to its participation in IFPI (International Federation of the Phonographic Industry) as an active member.

 

ETHICS IN BUSINESS CONDUCT 

Vivendi

In 2014, the geographic distribution of the group’s business activity showed that 91% of its revenues came from countries with low exposure to corruption, according to the Transparency International Index. Notwithstanding this result, the group remains vigilant and has taken steps to prevent any risks in this area. Opposite : Breakdown of the group’s revenues by country according to the risk of corruption as defi ned by Transparency International (click to zoom). Source : 2014 Annual Report 

Canal+ Group

  • Canal+ Group has formalized its commitments in an Ethics Charter and devoted a training module to contractual risks. All employees of the Canal+ Group Purchasing department, Legal departments and Audit department are made aware of the fight against corruption. In June 2014, the Internal Auditing department issued a memorandum for its employees on fraud prevention.

  • Canal+ Group is committed to implementing a responsible marketing and communication. This commitment is incorporated into several sections of the Canal+ Group Ethics Charter (particularly those relating to business ethics and environmental protection). Furthermore, in 2014, Canal+ Group signed “La Belle Competition” Charter proposed by the Advertisers Union in order to promote transparency and fairness in calls for tenders issued by advertising companies. In France, adverts are reviewed internally by Canal+ Group’s Legal departments. Externally, radio and television adverts are submitted to the Autorité de régulation professionnelle de la publicité or ARPP (the French authority for the professional regulation of advertising).

  • The Canal+ Group Internal Audit department takes a three monthly inventory of fraud detected within the group, as well as the associated plans of action. This information is fed back by operational services following a group procedure to highlight fraud established by the Canal+ Group Internal Audit department.

Universal Music Group

  • UMG is committed to adopting a “zero tolerance” approach to fraud and corruption and to acting in a professional manner and with integrity wherever the company operates, in accordance with local regulations and with the 2010 UK Bribery Act. UMG has introduced an early warning system available to its employees. The group mantains a compliance and ethics helpline number that can be called to report suspected violations of the UMG Code of Conduct. The helpline is available twenty-four hours a day, seven days a week. Employees who call the hotline number may choose to identify themselves or remain anonymous. A third party provider staffs the hotline and sends a report to the corporate offices, each of which is investigated as applicable.

  • All the group’s employees have been instructed in the company’s Code of Conduct which includes its anticorruption policy and they must agree to abide by it. UMG has also developed fraud and corruption training programs. In 2014, all employees in China, Hong Kong and Taiwan received training on the Foreign Corrupt Practices Act, the UK Bribery Act and the UMG Code of Conduct. The meeting was held in Chinese to ensure that all employees fully understood the subjects covered.

  • In addition, with the support of outside counsel, UMG has undertaken an approach to draft anti-corruption language which the group intends to include in its commercial contracts on a global basis. The language will require UMG vendors to comply with applicable local laws and will provide UMG the ability to terminate contracts or enforce another penalty in the event of non-compliance on the part of the supplier. China will be the first jurisdiction in which the measure will be adopted, followed by North America.

  • Most of UMG companies have set up an in-house committee in charge of validating all advertising and communications campaigns before launching them to ensure that they meet the requirements of the Code of Conduct. In addition, UMG has chosen a media agency that is committed through a Code of Ethics to practicing responsible marketing. 

RELATION WITH SUPPLIERS AND SUBCONTRACTORS 

Vivendi

Vivendi’s commitment towards its suppliers are guided by the rules of conduct of the Compliance Program, the United Nations Global Compact and the French Responsible Supplier Relationship Charter, the latter of which the company signed in 2013.

In 2014, a more precise assessment was made of the purchases from suppliers and subcontractors that account for at least 75% of the total expenses of the subsidiaries, so as to obtain a detailed view of the risks related to the group’s supply chain. It shows that nearly 80% of such purchases involve content (including audiovisual programs, TV rights and music licenses) and professional services (including promotion, marketing and distribution). As investments are made primarily by the group’s companies located in Europe and North America, purchases are made primarily within those geographic areas (85%).

Canal+ Group

Purchases of audiovisual content (films, series, broadcasts, sports events and similar) which account for a substantial portion of the purchases made by Canal+ Group are made under terms and conditions defi ned by the rights-holders. For relations with its other suppliers, Canal+ Group has established contractual prerequisites which insist on compliance with the provisions of the United Nations Global Compact, through the systematic insertion of a provision.

Universal Music Group

When tendering and contracting with its principal suppliers in all its major territories, UMG includes a clause in the tender documents referring to UMG’s CSR policy and to Vivendi’s Compliance Program. UMG reserves the right to audit the supplier’s premises at any time to ensure that these commitments are respected and that adequate procedures have been established to protect UMG’s right of ownership against piracy, and that the supplier’s premises meet health and safety requirements.