Page 141 - 2012 Annual Report

141
VIVENDI l 2012 l Annual Report
3
3
INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
COMPENSATION OF DIRECTORS AND OFFICERS
3.2.2.2. COMPENSATION UPON TERMINATION
OF EMPLOYMENT OF THE FORMER CHAIRMAN
OF THE MANAGEMENT BOARD
FOR THE FORMER CHAIRMAN OF THE MANAGEMENT BOARD
Pursuant to the AFEP and MEDEF recommendations on the compensation
of Corporate Officers of publicly traded companies, the Supervisory Board
at its meeting held on February 26, 2009, upon recommendations of both
the Human Resources and the Corporate Governance and Nominating
Committees, reviewed the situation of Mr. Jean-Bernard Lévy, Chairman
of the Management Board until June 28, 2012.
The Combined Shareholders’ Meeting of April 30, 2009, in its sixth
resolution, approved the payment of severance compensation to Mr. Jean-
Bernard Lévy upon termination of his term of office, save in the case of
serious misconduct and subject to certain performance conditions, in
accordance with the AFEP and MEDEF recommendations.
This severance compensation is based on a progressive formula linked to
his seniority. It corresponds to six months’ pay plus one additional month’s
pay for each year of service within the Group after 2002. It is subject to
the satisfaction of the following minimum performance conditions: the
compensation will not be payable if the Group’s financial results (adjusted
net income and cash flow from operations) are less than 2/3 of the Group’s
budget for two consecutive years and if the performance of Vivendi
shares is lower than 2/3 of the average performance of a composite index
(1/3 CAC 40, 1/3 DJ Stoxx Telco and 1/3 DJ Stoxx Media) for
two consecutive years. Compensation was not to be payable if
Mr. Jean-Bernard Lévy were to leave the company after the age of
62 years, at which time he will be entitled to assert his pension rights, or
if he decided, on his own initiative, to leave the company. Given the age
of Mr. Jean-Bernard Lévy, the compensation to be paid will, by definition,
be equal to 21 months or less.
At its meeting of June 28, 2012, the Supervisory Board resolved to apply
all these provisions and authorized the payment to Mr. Jean-Bernard Lévy
of a severance payment in the amount of €3.888 million and to maintain all
his rights to stock subscription options and performance shares that had
not vested as of the date of his leaving office, subject to the satisfaction
of the relevant performance conditions.
3.2.2.3. SEVERANCE PACKAGE FOR THE CURRENT
CHAIRMAN OF THE BOARD
Mr. Jean-François Dubos is not entitled to a contractual severance
package under his office. Moreover, he does not benefit from any
contractual severance package under the terms and conditions of his
currently suspended contract of employment.
3.2.2.4. COMPENSATION OF MEMBERS OF THE MANAGEMENT BOARD
SUMMARY OF THE COMPENSATION OF THE CURRENT MEMBERS OF THE MANAGEMENT BOARD FOR FISCAL YEARS 2011 AND 2012
AND PRORATED FOR THEIR TERM IN OFFICE IN 2012 (AMF RECOMMENDATIONS, TABLE 2)
(in euros)
Fiscal Year 2011 Fiscal Year 2012
Amounts paid Amounts due Amounts paid Amounts due
Jean-François Dubos (1)
Chairman of the Management Board
Fixed compensation n/a - 300,000 300,000
2012 Variable compensation - n/a - 294,000
Exceptional compensation - - n/a n/a
Director’s fees - - n/a n/a
Benefits in kind* - - 3,273 3,273
Total 303,273 597,273
Philippe Capron
Member of the Management Board
Fixed compensation 390,000 390,000 405,000 405,000
2010 Variable compensation 606,848 - - -
2011 Variable compensation - 591,800 591,800 -
2012 Variable compensation - - n/a 534,600
Exceptional compensation n/a n/a n/a n/a
Director’s fees n/a n/a n/a n/a
Benefits in kind* 29,378 29,378 30,075 30,075
Total 1,026,226 1,011,178 1,026,875 969,675