Page 136 - 2012 Annual Report

136 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
3.1.2.8. JURISDICTION AND INTERNAL REGULATIONS
OF THE MANAGEMENT BOARD
AUTHORITY AND FUNCTIONS OF THE MANAGEMENT BOARD
PURSUANT TO LAW AND THE COMPANY’S BY-LAWS
With respect to third parties, the Management Board is granted the
broadest powers to act in any circumstance on behalf of the company,
subject to the scope of the company’s corporate purpose and to
those situations where such power is expressly granted by law to the
Supervisory Board or the Shareholders’ Meetings and to matters that
require the prior approval of the Supervisory Board.
INTERNAL REGULATIONS
The Internal Regulations of the Management Board is an internal
document that aims to ensure that the company’s Management Board
functions properly and adheres to the most recent rules and regulations
in furtherance of good corporate governance. Third parties cannot rely on
the Internal Regulations when pursuing any claim against members of the
Management Board.
The Management Board is responsible for the day-to-day management of
the company and for the conduct of its business. Pursuant to applicable
law, the company’s by-laws and the Supervisory Board’s internal rules,
it must obtain prior authorization from the Supervisory Board in certain
circumstances.
3.1.2.9. ACTIVITIES OF THE MANAGEMENT BOARD
IN 2012
In 2012, the Management Board met a total of 17 times. It considered,
among others, the following matters:
✱ the review and approval of the statutory and Consolidated Financial
Statements for fiscal year 2011, the 2012 budget, the quarterly and
half-year 2012 financial statements and the 2013 preliminary budget;
✱ the calling of the General Shareholders’ Meeting of April 19, 2012;
✱ the preparation of quarterly reports for the Supervisory Board;
✱ the financial position of the Group;
✱ the Group’s financial communications;
✱ the assessment of the quality and structure of the Group’s balance
sheet;
✱ the refinancing of the company’s debt;
✱ the renewal of the Euro Medium Term Notes (EMTN) program and the
issue of bonds;
✱ the work of the Group’s Internal Audit department and conclusions on
the work of the Risks Committee;
✱ the Group’s internal and external growth prospects;
✱ the principal strategic opportunities and initiatives;
✱ the market position of the Group’s main business units;
✱ the strategic review of Group assets;
✱ the acquisition of EMI’s recorded music division;
✱ the strategic partnership relating to the free channels Direct 8 and
Direct Star;
✱ the partnership involving Polish television with ITI and TVN;
✱ the review of the telecommunications market in France and SFR’s
position;
✱ the preparation of the strategy review meetings of the Media and
Telco businesses;
✱ the compensation policy within the Group and the grant of stock
options and performance shares and the setting of the corresponding
performance conditions;
✱ development and retention of key employees;
✱ gender equality within the Group;
✱ capital increases reserved to Group employees;
✱ the monitoring of the activities of the Risks Committee;
✱ 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 to the Constitutional Council;
✱ the review of the sustainable development report;
✱ the review of the business report and the environmental and employee
data report; and
✱ the review of the compliance program.