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