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Corporate Governance Indicators

Involvement in Decisions

3.2.2.

INVOLVEMENT IN DECISIONS OF THE

MEMBERS OF MANAGEMENT BOARD

MAXIMUM OF FIVE TERMS OF OFFICE CUMULATED PER

MEMBER OF THE MANAGEMENT BOARD (EXCLUDING

NON-FRENCH COMPANIES)

GRI

UNGC

OECD

G4-41

-

II.6 and 7, III

In compliance.

PUBLISH THE NUMBER OF MEETINGS AND

AVERAGE ATTENDANCE RATE OF THE MEMBERS

OF THE MANAGEMENT BOARD

GRI

UNGC

OECD

G4-41, G4-45

-

II.6 and 7, III

2015

2014

Number of meetings and attendance rate 18 (100%)

20 (100%)

3.2.3.

INVOLVEMENT IN DECISIONS

OF SHAREHOLDERS

PUBLISH SHAREHOLDERS’ ATTENDANCE RATE

IN ANNUAL GENERAL SHAREHOLDERS’ MEETING

(1)

,

PUBLISH BALLOT RESULTS OF THE RESOLUTIONS

SUBMITTED TO SHAREHOLDERS

(1)

GRI

UNGC

OECD

G4-26, G4-40, G4-53

-

II.6 and 7, III

Published the day of Annual Shareholders’ Meetings on the website

www.vivendi.com

.

3.2.4.

INVOLVEMENT IN DECISIONS OF OTHER

STAKEHOLDERS

OPERATIONS ON COMPANY SHARES

GRI

UNGC

OECD

-

-

II.6 and 7, III

Operations on shares are prohibited for a period of 30 calendar days

preceding and including the day of publication of the company’s quarterly,

half-yearly and annual financial statements, as well as in the case of

awareness of information which, if made public, would have an impact on

the company’s share price. All hedging operations are prohibited.

PERFORMANCE CONDITIONS RELATED

TO PERFORMANCE SHARES

(2)

GRI

UNGC

OECD

-

-

II.6 and 7, III

2015

2014

Performance shares

Please refer

to Chapter 3,

Section 3.4

of AR 2015,

pp. 151-154

Please refer

to Chapter 3,

Section 3.4

of AR 2014,

pp. 140-142

The grant of performance shares is subject to internal and external

criteria evaluated during three years.

REPRESENTATION OF EMPLOYEE SHAREHOLDERS

AND EMPLOYEES AT THE SUPERVISORY BOARD

GRI

UNGC

OECD

G4-26, G4-40

-

II.6 and 7, III

The Combined General Shareholders’ Meeting held on April 30, 2013

approved the appointment of an employee shareholding representative

subject to the provisions of Article L.225-71 of the French Commercial

Code and the Company’s bylaws, which enable this kind of appointment

when the employee shareholding reaches 3%.

Under the employment security law of June 14, 2013 providing for

the appointment of an employee representative as a member of the

Supervisory Board, Vivendi chose to have the employee appointed by the

Works Council from among the possible methods for appointment under

this law. The Vivendi Works Council issued an opinion in favor of this

nominating procedure, which was then approved by the Shareholders’

Meeting on June 24, 2014. In 2014, a representative of the employees

was appointed by the Vivendi Works Council.

Two Vivendi employees sit on Vivendi’s Supervisory Board: the employee

representative and the employee shareholders representative.

PERCENTAGE OF QUESTIONS ON CORPORATE SOCIETAL

RESPONSIBILITY AT ANNUAL SHAREHOLDERS’ MEETING

(3)

GRI

UNGC

OECD

G4-26, G4-27, G4-49

-

II.6 and 7, III

2015

2014

Percentage of questions

40%

26%

(1)

Within 15 days following the General Meeting (Article R.225-106-1 of the French Commercial Code).

(2)

The company no longer grants stock options since 2013.

(3)

Other issues put forward by stakeholders.

EXTRA-FINANCIAL INDICATORS HANDBOOK

2015

22