Page 132 - 2012 Annual Report

132 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
✱ the Statutory Auditors’ 2013 draft audit;
✱ the renewal of a Statutory Auditor for 2012;
✱ the implementation and follow-up of compliance procedures as
applied within each business unit;
✱ data protection within the Group;
✱ the main changes in the commitments given by the Group;
✱ 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
✱ changes in France’s tax laws and regulations.
At the request of the Chairman of the Audit Committee, its activities were
broadened to include the review of impairment tests, tax risks and the
company’s policies in insurance matters. Finally, a multi-year audit plan
was established.
HUMAN RESOURCES COMMITTEE
Composition
The Human Resources Committee is comprised of six members, five of
whom are independent. Its members are: Jacqueline Tammenoms Bakker
(Chairman), Pascal Cagni (non-voting Director), Maureen Chiquet, Philippe
Donnet, Dominique Hériard Dubreuil and Henri Lachmann.
Activities
In 2012, the Human Resources Committee met four times. The attendance
rate was 80%. It considered, among others, the following matters:
✱ the fixed and variable compensation, representation allowance and
travel expenses of the members of the Management Board and its
Chairman;
✱ the compensation of the Chairman of the Supervisory Board;
✱ setting the compensation of the Chairman of the Management Board;
✱ the compensation policies for 2013;
✱ the stock option plans and performance share plans for Corporate
Officers and employees of the Group and the allocation policy for such
plans;
✱ the review and definition of the performance conditions applicable to
stock option plans and performance share plans to be granted;
✱ a review of the employment contracts of certain executives of the
Group and business units;
✱ the review of succession plans within the Group;
✱ development and retention of key employees;
✱ the review of the company’s equal opportunities and gender parity
policies; and
✱ the annual capital increase and the leveraged share purchase plans
reserved for employees of the Group.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
Composition
The Corporate Governance and Nominating Committee is comprised
of seven members, five of whom are independent. Its members are:
Dominique Hériard Dubreuil (Chairman), Claude Bébéar (non-voting
Director), Vincent Bolloré, Henri Lachmann, Christophe de Margerie, Pierre
Rodocanachi and Jacqueline Tammenoms Bakker.
Activities
In 2012, the Corporate Governance and Nominating Committee met seven
times. The attendance rate was 94%. Its activities primarily focused on
the following matters:
✱ the company’s corporate governance;
✱ the assessment of the functioning of the Supervisory Board and its
committees;
✱ the co-option of a member of the Supervisory Board;
✱ the appointment of new members to the Supervisory Board;
✱ the appointment of non-voting Directors;
✱ the chairmanship and composition of the Management Board;
✱ gender parity;
✱ the evaluation of the Management Board and its Chairman;
✱ the succession plans;
✱ the trends in the company’s share ownership;
✱ the election of a Representative of employee shareholders for
appointment to the Supervisory Board as a member of the Board; and
✱ the criteria of independence applicable to members of the Supervisory
Board.