Page 129 - 2012 Annual Report

129
VIVENDI l 2012 l Annual Report
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3
INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
DIRECTORS, SENIOR MANAGEMENT AND SUPERVISORY BODIES
3.1.1.7. AGREEMENTS BETWEEN THE COMPANY
AND MEMBERS OF THE SUPERVISORY
BOARD – SERVICE CONTRACTS
There is no service agreement or contract between any member of the
Supervisory Board and the company or one of its subsidiaries which grants
benefits to such members under the terms of such agreement or contract.
3.1.1.8. LOANS AND GUARANTEES GRANTED TO
MEMBERS OF THE SUPERVISORY BOARD
The company has not granted any loans or issued any guarantees to any
member of the Supervisory Board.
3.1.1.9. INTERNAL REGULATIONS AND JURISDICTION
OF THE SUPERVISORY BOARD
ROLE AND POWERS OF THE SUPERVISORY BOARD PURSUANT
TO LAW AND THE COMPANY’S BY-LAWS
As required by law, the Supervisory Board continuously monitors the
management of the company by the Management Board. It may proceed
with any verification or control it deems appropriate and is provided with
all documents it deems useful in connection with the fulfillment of its
purpose and functions.
INTERNAL REGULATIONS
The Internal Regulations of the Supervisory Board is an internal document
intended to supplement the company’s by-laws by setting forth the
Supervisory Board’s operational procedures and the rights and duties of
its members.
ROLE AND POWERS OF THE SUPERVISORY BOARD
UNDER THE INTERNAL REGULATIONS
The following transactions require the approval of the Supervisory Board
prior to their implementation:
✱ disposals of real estate properties or the sale of all or part of
investments in companies, whenever any individual transaction
exceeds €300 million;
✱ issues of securities which, directly or indirectly, give right to the share
capital of the company or issues of convertible bonds, in excess of
€100 million;
✱ issues of non-convertible bonds in excess of €500 million, except for
transactions for the purpose of renewing debt obligations on more
favorable terms than those initially granted to the company;
✱ share repurchase programs proposed to the Ordinary General Meeting
of the Shareholders and financings that are material or that may
substantially alter the financial structure of the company, with the
exception of financings used to manage the debt of the company to
optimize it within the previously approved thresholds;
✱ acquisitions, in any form, over €300 million;
✱ granting of sureties, endorsements and guarantees by the
Management Board in favor of third parties provided that each
individual obligation does not exceed €100 million and that all
obligations do not exceed €1 billion. This authorization, which is given
to the Management Board for 12 months, is reviewed every year;
✱ substantial internal restructuring transactions together with
transactions falling outside the publicly disclosed strategy of the
company and strategic partnership agreements;
✱ setting up stock option plans or performance share plans or any other
mechanisms with a similar purpose or effect;
✱ granting of stock options or performance shares to members of
the Management Board and establishing the terms and conditions
applicable to each member of the Management Board with respect
to shares remitted upon the exercise of stock options and the number
which they must own during their terms of office; and
✱ submission of proposals to the Shareholders’ Meeting to amend the
company’s by-laws, to allocate profits and to set the dividend.
3.1.1.10. INFORMATION PROVIDED
TO THE SUPERVISORY BOARD
Members of the Supervisory Board receive all information necessary to
perform their duties. Before any meeting, they may request any documents
which they consider useful. The rights of members of the Supervisory
Board to obtain information is subject to the procedures in use, set out
below.
INFORMATION PROVIDED PRIOR TO MEETINGS
OF THE SUPERVISORY BOARD
The Chairman of the Supervisory Board, with the assistance of the
Secretary of the Board, sends the appropriate information to the other
members of the Board depending on the matters on the agenda.
INFORMATION PROVIDED TO THE SUPERVISORY BOARD
ON A REGULAR BASIS
Members of the Supervisory Board are kept informed by either the
Management Board or its Chairman of the financial position, cash flows
and obligations of the company on a regular basis, as well as of any major
events and transactions relating to the company.
The Management Board provides a quarterly report to the Supervisory
Board on its activities and the Group’s operations.
In addition, the Management Board provides information to the
Supervisory Board, on a monthly basis, on the company’s operations and
highlights.
Requests for information from members of the Supervisory Board relating
to specific matters are sent to the Chairman and to the Secretary of
the Board who, along with the Chairman of the Management Board, is
responsible for responding to such requests as soon as is reasonably
practicable. To supplement the information provided to them, members
of the Supervisory Board are entitled to meet with Board members and
the senior managers of the company, with or without the presence of the
members of the Management Board, after notice has been given to the
Chairman of the Supervisory Board.