Page 135 - 2012 Annual Report

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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
PHILIPPE CAPRON, MEMBER OF THE MANAGEMENT BOARD
French citizen.
Business address
Vivendi – 42, avenue de Friedland, 75008 Paris, France.
Expertise and experience
Mr. Philippe Capron was born on May 25, 1958 in Paris and is a graduate
of the Ecole des Hautes Etudes Commerciales (HEC) and of the Paris
Institut d’Etudes Politiques. From 1979 to 1981 he was an assistant to
the Chairman and Secretary of the Management Board of Sacilor. After
graduating from Ecole Nationale d’Administration (ENA) in 1985, he
became an Inspector of Finance. From 1990 to 1992, he was Advisor to
the Chairman and CEO of Duménil Leblé (the Cérus group), and he then
became a Partner in the strategy consulting firm, Bain & Company from
1992 to 1994. From 1994 to 1997 he was the Director of International
Development and a member of the Executive Committee of the Euler
group, and then was Chairman and CEO of Euler-SFAC from 1998 to
2000. In November 2000, he joined the Usinor group as Chief Financial
Officer and was also a member of the Executive Committee until 2002
when he was appointed Executive Vice President of the Arcelor group,
responsible for the Packaging Steel Division and then the distribution and
international trading businesses. At the beginning of 2006, he became
Chief Financial Officer and a member of the Management Committee
of Arcelor. In January 2007, Mr. Philippe Capron joined Vivendi as Chief
Administrative Officer. He was appointed to the Management Board and
as Chief Financial Officer in April 2007.
Positions currently held
Vivendi Group
Activision Blizzard, Inc. (United States), Chairman of the Board of Directors
and of the Human Resources Committee, member of the Governance and
Nominating Committee
Canal+ Group, Vice Chairman and member of the Supervisory Board
Canal+ France, member of the Supervisory Board and Chairman of the
Audit Committee
Maroc Telecom (Morocco), member of the Supervisory Board and Chairman
of the Audit Committee
SFR, Director and Chairman of the Audit Committee
GVT Holding SA (Brazil), Director
Other positions and functions
Groupe Virbac, member of the Supervisory Board and Chairman of the
Audit Committee
Member of the Société d’Economie Politique
Positions previously held that expired during the last five years
NBC Universal, Inc. (United States), Director
Tinubu Square, Director
3.1.2.3. FAMILY RELATIONSHIPS
To the company’s knowledge, no family relationships exist between any of
the members of the Management Board or between any of them and any
member of the Supervisory Board.
3.1.2.4. ABSENCE OF CONFLICTS OF INTEREST
To the company’s knowledge, there are no actual or potential conflicts of
interest between Vivendi and the members of the Management Board
with regard to their personal interests or other responsibilities.
3.1.2.5. ABSENCE OF ANY SENTENCE FOR FRAUD,
LIABILITY ASSOCIATED WITH A BUSINESS
FAILURE OR PUBLIC INCRIMINATION AND/OR
SANCTION
To the company’s knowledge, over the past five years, no member of the
Management Board has been convicted of any fraud-related matter, no
official public incrimination or sanction has been delivered against any
member of the Management Board, no member of the Management Board
has been associated with a bankruptcy, receivership or liquidation while
serving on an administrative, management or supervisory body of a public
company nor has been prevented by a court from acting as a member of
an administrative, management or supervisory body or from participating
in the management of a public issuer.
3.1.2.6. AGREEMENTS BETWEEN THE COMPANY AND
MEMBERS OF THE MANAGEMENT BOARD –
SERVICE CONTRACTS
As Corporate Officers, members of the Management Board are bound by
an employment contract with the company. In compliance with the AFEP/
MEDEF Code for publicly traded companies, the employment contract
of the Chairman of the Management Board was, however, suspended
effective as from the date of his appointment on June 28, 2012.
No member of the Management Board is party to a service agreement
entered into with Vivendi or any of its subsidiaries, pursuant to which such
member may be entitled to receive any benefits.
3.1.2.7. LOANS AND GUARANTEES GRANTED TO
MEMBERS OF THE MANAGEMENT BOARD
The company has not granted any loans or issued any guarantees to any
member of the Management Board.