Page 130 - 2012 Annual Report

130 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
COLLECTIVE NATURE OF THE SUPERVISORY BOARD’S DECISIONS
AND CONFIDENTIALITY OF INFORMATION
The Supervisory Board is a body with collective responsibility. Its decisions
are the responsibility of all of its members. Members of the Supervisory
Board and any person attending meetings of the Supervisory Board are
bound by confidentiality obligations with respect to any confidential
information they receive in the context of meetings of the Board and
any of its committees or information that is identified as confidential
and which is presented by the Chairman of the Supervisory Board or the
Management Board.
If the Supervisory Board is aware of confidential information of a precise
nature which, if made public, could have a material impact on the share
price of the company or of the companies under its control, as such term
is defined by Article L.233-3 of the French Commercial Code, members of
the Supervisory Board must refrain from both disclosing such information
to any third party and dealing in the company’s securities until such
information has been made public.
3.1.1.11. ACTIVITIES OF THE SUPERVISORY BOARD
IN 2012
In 2012, the Supervisory Board met nine times. The average rate of
attendance at Board meetings was 93%. It considered, among others, the
following matters:
✱ the review of the consolidated and statutory financial statements
for fiscal year 2011, the 2012 budget, information contained in the
half-year 2012 Consolidated Financial Statements prepared by the
Management Board and the 2012 preliminary budget;
✱ the review of the resolutions drafted by the Management Board and
submitted to the General Shareholders’ Meeting of April 19, 2012;
✱ the review of the quarterly reports prepared by the Management
Board;
✱ the assessment of the quality and structure of the Group’s balance
sheet;
✱ the company’s debt refinancing transactions, the renewal of the Euro
Medium Term Notes (EMTN) program and the authorization granted to
the Management Board to issue bonds;
✱ operational progress of the Group’s main operations;
✱ the Group’s internal and external growth prospects, principal strategic
initiatives and opportunities;
✱ the strategic review of Group assets;
✱ the strategy and communication regarding the position of the Group’s
main business units;
✱ regular review of acquisition and disposal projects;
✱ the purchase of the recorded music division of EMI;
✱ the strategic partnership relating to the free channels Direct 8 and
Direct Star;
✱ the partnership involving Polish television with ITI and TVN;
✱ the monitoring of current investigations and legal proceedings, in
particular the Securities class action and the Liberty Media dispute
in the United States, the shareholders’ proceedings in France and the
CanalSat/TPS matter submitted to the French Competition Authority
and the French Constitutional Court;
✱ the composition of the Supervisory Board and its committees;
✱ the appointment of non-voting Directors;
✱ the co-optation of a member of the Supervisory Board;
✱ the review of the balanced representation of women on the
Supervisory Board and its committees;
✱ the review of the company’s equal opportunities policy;
✱ the review of succession plans;
✱ the evaluation of the performance of the Supervisory Board and its
committees;
✱ the compensation of the Chairman of the Supervisory Board;
✱ setting the compensation of the Chairman of the Management Board;
✱ the composition of the Management Board and the compensation of
its members;
✱ the evaluation of the Management Board and its Chairman;
✱ the grant, subject to performance conditions, of stock options and
performance shares to members of the Management Board; and
✱ the employee shareholding policy and status.
3.1.1.12. ASSESSMENT OF THE SUPERVISORY BOARD’S
PERFORMANCE AND CORPORATE GOVERNANCE
On a regular basis, and at least once every three years, the Supervisory
Board performs a formal assessment of its performance alongside the
Corporate Governance and Nominating Committee.
In January 2012, a formal assessment was completed on the basis of a
questionnaire given to each member of the Supervisory Board and by way
of individual interviews led by the Chief Administrative Officer.
In addition, every year one item on the agenda is dedicated to a discussion
of the performance of the Supervisory Board and on February 22, 2013, the
Supervisory Board undertook a review of its performance on the basis of a
questionnaire given to each member of the Supervisory Board.
This review has found the Supervisory Board’s performance and the
company’s decision-making processes as both satisfactory and in
conformity with the highest French and international standards of
corporate governance. To further improve the quality of its work, the
Supervisory Board has decided to implement various measures regarding
its composition, organization, objectives, information provided to its
members and the organization and performance of its committees.
3.1.1.13. RECOMMENDATIONS OF THE AFEP AND MEDEF
Vivendi rigorously applies the Consolidated Code of Recommendations of
the AFEP and the MEDEF to corporate governance.