Page 140 - 2012 Annual Report

140 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
(in euros) (a,b) 2011 (a) 2012
Bertrand Meheut (3)
Member of the Management Board and Chairman of the Management Board of Canal+ Group
Compensation for the fiscal year 2,333,291 1,952,324
Book value of options granted 302,400 131,939
Book value of performance shares granted 656,760 373,997
Total 3,292,451 2,458,260
Frank Esser (4)
Member of the Management Board and Chairman and Chief Executive Officer of SFR
Compensation for the fiscal year (including severance payments)* 1,963,009 4,098,417
Book value of options granted 302,400 -
Book value of performance shares granted 656,760 -
TOTAL 2,922,169 4,098,417
n/a: not applicable.
(1) Chairman of the Management Board since June 28, 2012.
(2) Chairman of the Management Board until June 28, 2012.
(3) Member of the Management Board until June 28, 2012.
(4) Member of the Management Board until March 23, 2012.
* Including a bargaining-agreement severance pay and 50% of the contractual severance pay of €2,254,369.
(a) The book value is calculated based on the number of options and performance shares initially granted. Since 2011, the number of “equivalent
measures” granted was equivalent to 50% in stock options and 50% in performance shares.
(b) Since 2011, the calculation of the cost of non-transferability of performance shares, as contemplated by IFRS, has been based on the period of
retention and non-transferability of the shares within a two-year period (previously a four-year period calculated over the period as from the grant
date until the date on which the performance shares become available). The valuation takes this calculation into account.
Please see Note 21 to the Consolidated Financial Statements contained in Chapter 4, which describes the valuation of instruments that are settled by
issuing shares.
3.2.2.1. POSITION AND COMPENSATION OF THE
CURRENT CHAIRMAN OF THE MANAGEMENT
BOARD
After a review of the situation of Mr. Jean-François Dubos, Chairman of
the Management Board since June 28, 2012, by the Human Resources
Committee and by the Corporate Governance and Nominating Committee,
the Supervisory Board resolved that Mr. Dubos should not be asked to
relinquish his employment contract considering his length of service
in the group (since October 1, 1991) and Mr. Dubos’s age. As a result,
his employment contract has been suspended since his appointment as
Chairman of the Management Board.
At its meeting of September 27, 2012, upon the recommendation of
the Human Resources Committee, the Supervisory Board approved the
following components of Mr. Jean-François Dubos’s compensation and
benefits in kind as from July 1, 2012, including:
✱ fixed compensation: €600,000;
✱ variable compensation with target bonus of 70% and maximum bonus
of 140%. This compensation is subject to the satisfaction of the
performance conditions and the Group’s priority measures mentioned
in paragraph 3.2.2;
✱ grant of 60,000 performance shares;
✱ eligibility to receive stock option and performance share grants,
both subject to the satisfaction of performance conditions set by
the Supervisory Board and to the relevant plan rules governing their
acquisition and exercise;
✱ payment of traveling expenses and expenses incurred during the
exercise of his functions;
✱ eligibility to participate in the basic Social Security, AGIRC and ARRCO
schemes;
✱ eligibility to participate in the additional pension scheme of
December 2005 as approved by the Combined Shareholders’ Meeting
of April 20, 2006; and
✱ eligibility to participate in the company’s insurance schemes (mutual
and life-illness policies) subscribed for its employees, under similar
conditions.
For 2013, at its meeting of February 22, 2013, upon the recommendation
of the Human Resources Committee and after examining market trends
and specific events, the Supervisory Board resolved to set the fixed
compensation of the Chairman of the Management Board at €700,000 and
the level of his target bonus for 2013 at 100% of his fixed compensation
with a maximum bonus set at 180% of his fixed compensation. The
Supervisory Board decided at the same meeting to grant him 100,000
performance shares, corresponding to 3.89% of the aggregate number of
performance shares granted.