Page 137 - 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
COMPENSATION OF DIRECTORS AND OFFICERS
3.2. COMPENSATION OF DIRECTORS AND OFFICERS
3.2.1. Compensation of the members of the Supervisory Board and its Chairman
3.2.1.2. DIRECTOR’S FEES
Within the limitations set forth by the Combined Shareholders’ Meeting
held on April 24, 2008 (i.e., €1.5 million per year), the payment of
directors’ fees to members of the Supervisory Board is based on actual
attendance at meetings and depends on the number of meetings held by
the Supervisory Board and the committees. The Supervisory Board, at its
meeting held on March 6, 2007, determined that, from 2007, directors’
fees would be paid on a half-yearly basis. The gross amount of director’s
fees paid in 2012 was €1,218,387. Details of director’s fees paid on an
individual basis are set out below.
The director’s fees are allocated as follows: each member of the
Supervisory Board receives a fixed director’s fee of €23,000 for a full year
of service and a variable amount of €4,100 for each meeting attended.
Each member of the Audit Committee receives a fixed director’s fee of
€20,000 for a full year of service, which is doubled for the Chairman
of the committee, and a variable amount of €3,900 for each meeting
attended. Each member of the Strategy Committee, the Human Resources
Committee and the Corporate Governance and Nominating Committee
receives a fixed director’s fee of €16,100 for a full year of service, which
is doubled for the Chairman of each of the committees, and a variable
amount of €3,300 for each meeting attended. A fee of €1,500 per meeting
is paid to members of the Supervisory Board who attend meetings of
committees of which they are not members. Members of the Supervisory
Board do not receive any other compensation from the company.
3.2.1.1. COMPENSATION OF THE CHAIRMAN OF THE
SUPERVISORY BOARD
Upon the recommendation of the Human Resources Committee, at
its meeting held on February 24, 2010, the Supervisory Board, at its
meeting held on February 25, 2010, resolved to set the compensation
of the Chairman of the Supervisory Board at €700,000 beginning May 1,
2010. The Chairman receives no director’s fee from Vivendi or any of its
subsidiaries. He has use of a company car and the availability of a driver.
The Chairman does not receive any compensation for attendance at
meetings of Vivendi or any of its subsidiaries.
At its meeting of February 22, 2013, upon the recommendation of the
Governance and Nominating Committee, the Supervisory Board renewed
the compensation of the Chairman of the Supervisory Board without any
changes for 2013.
Compensation paid to the Chairman of the Supervisory Board (in euros) 2010 2011 2012
Fixed remuneration 800,000 700,000 700,000