Page 128 - 2012 Annual Report

128 VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
DIRECTORS, SENIOR MANAGEMENT AND SUPERVISORY BODIES
NATHALIE BRICAULT, REPRESENTING THE EMPLOYEE SHAREHOLDERS
French citizen.
Business address
Vivendi – 42, avenue de Friedland, 75008 Paris, France
Expertise and experience
Mrs. Nathalie Bricault was born on August 3, 1965 and is a
graduate of EDHEC.
From 1988 to 1998, she worked for Sodexo, first as a Budget
Controller, Business Manager and then Management
Controller for a subsidiary. In 1998, she joined 9 Telecom
as Network Management Controller and, in relation to this,
took part in the Boucle Locale Radio (BLR) project. From 2002
to 2006, she was appointed successively Head Controller for
the consumer and corporate business units and was then
put in charge of profitability analysis of cross product lines
at Neuf Cegetel. In 2006, she took part in Neuf Cegetel’s
IPO and as part of a natural progression joined the Investor
Relations department created after the IPO. Since mid-
2008, following the acquisition of Neuf Cegetel by SFR, she
has been Marketing and Logistics Manager with Vivendi’s
Investor Relations department.
3.1.1.3. STOCK TRADING ETHICS
In accordance with the AFEP and MEDEF joint recommendations published
in the Corporate Governance Code of publicly traded companies, the
hedging of transactions by means of short selling or using derivative
financial instruments or optional contracts of any nature is prohibited for
all principals and employees.
Throughout the periods defined below as well as those communicated
to the members of the Supervisory Board by the Secretary of the Board
(“blackout periods”), any direct or indirect sale and purchase transactions
by members of the Supervisory Board in the company’s securities, whether
by way of open-market or off-market trading, are forbidden during the
period:
✱ from the date on which members of the Supervisory Board become
aware of specific market information in relation to the company’s day-
to-day business or prospects which, if made public, would be likely to
have a material impact on the company’s share price, up to the date
on which this information is made public; and
✱ of 30 calendar days preceding and including the day of publication of
the company’s quarterly, half-yearly and annual Consolidated Financial
Statements.
The Chairman of the Corporate Governance and Nominating Committee
must be informed as soon as possible by each member of the Supervisory
Board of any material purchase, subscription, sale or swap transaction
relating to securities issued by the company which, while not falling
within the scope of the above paragraph, are entered into by any relative
of, or entities connected with such a member or the member’s relatives,
and where such transaction has been recommended by such member or
such member has been informed of its existence. The Secretary of the
Board shall also inform the Chairman of the Corporate Governance and
Nominating Committee of any transactions that are declared pursuant to
the above paragraph.
3.1.1.4. FAMILY RELATIONSHIPS
To the company’s knowledge, there exist no family ties between the
members of the Supervisory Board or between any of them and any
member of the Management Board.
3.1.1.5. ABSENCE OF CONFLICTS OF INTEREST
To the company’s knowledge, there are no actual or potential conflicts of
interest between Vivendi and any member of the Supervisory Board with
regard to their personal interests or other responsibilities.
The internal rules of the Supervisory Board stipulate that its members
have a duty to inform the Board of any actual or potential, conflict of
interest that they have encountered, or might encounter, in the future.
When the Supervisory Board discusses a subject that relates directly or
indirectly to one of its members, the member concerned may be asked to
leave the Board meeting during the debate and voting process.
3.1.1.6. ABSENCE OF ANY SENTENCE FOR FRAUD,
LIABILITY ASSOCIATED WITH A BUSINESS
FAILURE, PUBLIC INCRIMINATION OR SANCTION
To the company’s knowledge, over the last five years:
✱ no member of the Supervisory Board has been convicted of any fraud-
related matter;
✱ no member of the Supervisory Board has been associated with
a bankruptcy, receivership or liquidation while serving on an
administrative, management or supervisory body;
✱ no official public incrimination or sanction has been delivered against
any member of the Supervisory Board; and
✱ no member of the Supervisory Board has been prevented by a court
from acting as a member of an administrative, management or
supervisory body or from participating in the management of a public
issuer.