Page 133 - 2012 Annual Report

133
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
3.1.2. Management Board
3.1.2.1. GENERAL PROVISIONS
In accordance with Vivendi’s by-laws (Article 12), the Management Board
is comprised of a minimum of two members and a maximum of seven
members. Members of the Management Board are appointed by the
Supervisory Board to serve four-year terms. The mandatory retirement
age for members of the Management Board is 68 years. However, when a
member of the Management Board reaches the age of 68, the Supervisory
Board may prolong that member’s term, on one or more occasions, for a
period not exceeding two years in total (Article 12 of Vivendi’s by-laws).
3.1.2.2. COMPOSITION OF THE MANAGEMENT BOARD
At its meeting of June 28, 2012, the Supervisory Board decided to end the
term of office of Mr. Jean-Bernard Lévy as Chairman of the Management
Board. It also decided to end the terms of office of all members of the
Management Board. At the same meeting, it appointed Mr. Jean-François
Dubos and Mr. Philippe Capron as members, and nominated Mr. Jean-
François Dubos as Chairman of the Management Board.
In 2012, the Management Board met a total of 17 times. The attendance
rate at Management Board meetings was 96.5% in the first half of 2012
and 100% in the second half. In accordance with Article 14 of Vivendi’s
by-laws, a member of the Management Board may attend meetings by
videoconference or teleconference.
The Management Board is currently comprised of two members, both of
whom are French citizens.
Detailed information about individual members of the Management Board
is provided below in Section “Main activities of current members of the
Management Board”.
LIST OF THE MANAGEMENT BOARD MEMBERS
Full Name Primary Position
Number of shares held directly
or through the PEG*
Jean-François Dubos Chairman 128,127
Philippe Capron Chief Financial Officer of Vivendi 114,264
* Shares held in the Group Savings Plan (PEG) are valued on the basis of Vivendi’s share price at the close of business on December 31, 2012, i.e., €16.950.
Jean-François Dubos,
Chairman
Philippe Capron,
Chief Financial Officer of Vivendi