Page 138 - 2012 Annual Report

138 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
INDIVIDUAL AMOUNTS OF DIRECTOR’S FEES AND OTHER COMPENSATION RECEIVED BY MEMBERS OF THE SUPERVISORY BOARD (IN EUROS
– ROUNDED) AND COMPENSATION OF NON-VOTING DIRECTORS (IN EUROS –ROUNDED) (TABLE 3 OF THE AMF RECOMMENDATIONS)
Supervisory Board members Amounts paid for 2011 Amounts paid for 2012
Jean-René Fourtou (a) None None
Claude Bébéar (b) 109,100 44,547
Vincent Bolloré (c) n/a 5,225
Daniel Camus 100,200 124,891
Jean-Yves Charlier (d) 117,600 88,912
Maureen Chiquet 75,100 67,700
Philippe Donnet 81,800 110,998
Dominique Hériard Dubreuil 91,200 132,435
Aliza Jabès 109,400 113,500
Henri Lachmann 154,300 148,588
Christophe de Margerie 68,500 102,935
Pierre Rodocanachi 144,500 145,522
Jacqueline Tammenoms Bakker 123,800 133,134
TOTAL 1,175,500 1,218,387
n/a: not applicable.
(a) Mr. Fourtou waived his rights to receive director’s fees payable to Board members of the company and its subsidiaries.
(b) Member of the Supervisory Board until April 19, 2012.
(c) Member of the Supervisory Board since December 13, 2012.
(d) Member of the Supervisory Board until September 3, 2012.
Non-voting Directors Amounts paid for 2011 Amounts paid for 2012
Claude Bébéar (a) n/a 55,824
Pascal Cagni (b) n/a 3,913
TOTAL 59,737
n/a: not applicable
(a) Non-voting Director since April 19, 2012.
(b) Non-voting Director since December 13, 2012.
3.2.2. Compensation of Members and Chairman of the Management Board
Compensation of the members and Chairman of the Management Board
is determined by the Supervisory Board upon recommendation of the
Human Resources Committee. Compensation is comprised of both a fixed
component and a variable component.
At its meeting of February 29, 2012, the Supervisory Board, following a
recommendation of the Human Resources Committee, reviewed each of
the objectives achieved by each member of the Management Board and
set the amount of each person’s variable component for 2011, as shown
in the summary table in Section 3.2.2.3 of this chapter, and resolved,
for 2012, to set new criteria for determining the variable component of
compensation as follows:
✱ for Corporate Officers and senior managers at the corporate head
offices:
– financial performance conditions: 60% (determined on the basis
of the Group’s adjusted net income (40%) and operating cash flow
(20%)), and
– priority measures for Senior Management: 40% (distributed
between several qualitative criteria according to different
percentages), of which 5% is allocated to sustainable development
and social responsibility measures;
✱ for senior managers of subsidiaries:
– Group financial performance conditions: 15% (adjusted net income,
operating cash flow),
– financial performance conditions for their entity: 55% to 60%
(EBITA, EBITDA / EBITA, operating cash flow and ROCE), and
– priority measures for their entity: 25% to 30%, of which 5% is
allocated to sustainable development and social responsibility
measures within their entity.