Page 131 - 2012 Annual Report

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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
3.1.1.14. COMMITTEES OF THE SUPERVISORY BOARD
ORGANIZATION AND OPERATING PROCEDURES
OF THE COMMITTEES
The Supervisory Board has established the following four specialized
committees and has approved their respective composition and the powers
conferred upon them: the Strategy Committee, the Audit Committee,
the Human Resources Committee and the Corporate Governance and
Nominating Committee.
The purpose and functions of each committee must not have the effect of
delegating to a committee powers granted to the Supervisory Board by law
or pursuant to the company’s by-laws, or reducing or limiting the powers
of the Management Board. Within the scope of the powers granted to it,
each committee issues proposals, recommendations or advice.
The Supervisory Board has appointed a Chairman for each committee. The
four committees of the Supervisory Board are comprised of Supervisory
Board members, appointed by the Supervisory Board. The members are
appointed on a personal basis and cannot be represented by a delegate.
Each committee determines the frequency of its meetings which are held
at the registered office of the company or in any other place that may be
agreed by the Chairman of the committee. Committee meetings can also
be held using videoconference or other telecommunications technology.
The Chairman of each committee sets the agenda for the meetings after
consultation with the Chairman of the Supervisory Board. Minutes of each
committee meeting are drafted by the Secretary of the Board, under the
authority of the Chairman of the relevant committee, and are transmitted
to the members of the relevant committee and to all the other members of
the Supervisory Board. Information about the committee’s work is included
in this annual report.
Each committee may request from the Management Board any document
it deems useful to fulfill its purpose and functions. The committee may
carry out or commission surveys to provide information for the Supervisory
Board’s discussions and may request external consulting expertise as
required.
The Chairman of a committee may invite the members of the Supervisory
Board, as well as any other person, to attend a meeting of such
committee. However, only members of the committee can take part in its
deliberations.
In addition to the permanent committees, the Supervisory Board may
establish ad hoc committees comprised of all or some of its members,
each for a limited term and for specific purposes which are exceptional by
virtue of their importance or nature.
STRATEGY COMMITTEE
Composition
The Strategy Committee is comprised of eight members, six of whom are
independent. Its members are: Jean-René Fourtou (Chairman), Vincent
Bolloré, Daniel Camus, Pascal Cagni (non-voting Director), Philippe
Donnet, Aliza Jabès, Christophe de Margerie and Pierre Rodocanachi.
Since the second half of 2012, given the ongoing stratregic review, all
members of the Supervisory Board are now contributing to the work of the
Strategy Committee.
Activities
A large portion of each Supervisory Board meeting’s agenda has been
dedicated to a strategic review of Group operations.
In 2012, the Strategy Committee met three times, including a two-day
seminar. The attendance rate was 78%. Its activities primarily focused on
the following matters:
✱ the Group’s internal and external growth prospects;
✱ discussions about the strategic direction and scope of the Group;
✱ the strategic review of Group assets;
✱ content strategies and the review of new platforms;
✱ the company’s share ownership and its evolution;
✱ the financial position of the Group;
✱ a competitive analysis of the Group’s businesses;
✱ a review of changes in the Telecommunications markets in France;
✱ a review of the economic, market and financial environments; and
✱ investment prospects and projects.
AUDIT COMMITTEE
Composition
The Audit Committee is comprised of four members, all of whom are
independent and all of whom have finance or accounting expertise. Its
members are: Daniel Camus (Chairman), Philippe Donnet, Aliza Jabès and
Pierre Rodocanachi.
Activities
Following their appointment, members of the committee are, as required,
informed of the accounting, financial and operational standards used
within the company and the Group.
In 2012, the Audit Committee met three times in the presence of the
Statutory Auditors of the company. The attendance rate was 100%. The
Audit Committee received information from, among others, the Statutory
Auditors of the company, the Chief Financial Officer, the Deputy Chief
Financial Officers, the Senior Vice President and General Counsel and the
Senior Vice President Audit and Special Projects.
Its activities primarily comprised the review of:
✱ the financial statements for fiscal year 2011, the 2012 half-year
financial statements and the Statutory Auditors’ reports;
✱ the report of the Chairman of the Supervisory Board on corporate
governance and internal control and risk management procedures;
✱ the financial position of the Group, its debt and cash available;
✱ the process for monitoring the return on capital employed (ROCE);
✱ the internal audit of the headquarters and subsidiaries and internal
control procedures within the Group;
✱ the analysis of risks and associated key audits;
✱ the activities of the Risks Committee;
✱ the fees to be paid to Statutory Auditors;