Page 144 - 2012 Annual Report

144 VIVENDI l 2012 l Annual Report
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3
INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
COMPENSATION OF DIRECTORS AND OFFICERS
3.2.3. Summary of Commitments Issued in Favor of the Chairman and the Members of the Management Board
(AMF Recommendations, table 10)
Employment
Agreement
Supplementary
pension plan
Compensation or other
benefits due or that
may become due at the
end of a term in office
Compensation under a
non-compete provision
Corporate Officers as defined pursuant to AMF
Recommendations Yes No Yes No Yes No Yes No
Jean-François Dubos
Chairman of the Management Board
Beginning of term: June 28, 2012
X
(suspended) X X X
Philippe Capron
Member of the Management Board
Renewal: June 28, 2012 X X X X
EMPLOYMENT CONTRACTS
As Corporate Officers, members of the Management Board, have contracts
of employment with the company. The employment contract of the
Chairman of the Management Board was suspended on June 28, 2012,
the date of his nomination.
Amendment to the employment contract of Mr. Philippe Capron,
Chief Financial Officer and member of the Management Board
At its meeting of February 22, 2013, the Supervisory Board, on the
recommendation of the Human Resources Committee, in the context
of examining the status of the senior management and executives
of Vivendi SA, reviewed the elements of the employment contract
of Mr. Philippe Capron, Chief Financial Officer and member of the
Management Board, which took effect on January 1, 2007.
At the same meeting, the Supervisory Board authorized the execution by
the company of an amendment to the employment contract of Mr. Philippe
Capron under the terms of which he would be awarded contractual
severance pay for a gross amount equal to 18 months of compensation
(comprising fixed and variable amounts), in accordance with the
recommendations of AFEP and MEDEF.
This severance payment would only be awarded in case of dismissal of
Mr. Philippe Capron by the company. It would not be payable in the event
of resignation, retirement or gross negligence.
Mr. Philippe Capron is not entitled to any other severance package under
the terms of his employment contract or due to his position as a Corporate
Officer.
This conditional commitment in favor of Mr. Philippe Capron, under the
terms of his contract of employment, is subject to the approval of the
Shareholders’ Meeting to be held on April 30, 2013 (5th resolution).
PENSION PLANS
The Chairman, and the members of the Management Board, who hold
an employment contract with Vivendi SA, are eligible, along with certain
high-level managers, to participate in the supplementary pension plan put
into place in December 2005 and approved by the Combined Shareholders’
Meeting of April 20, 2006. The main terms and conditions of the plan
are as follows: a minimum of three years in office; gradual acquisition
of rights based on seniority (over a 20-year period); reference salary for
calculation of retirement: average of the three most recent years; double
maximum limit: reference salary, capped at 60 times the French Social
security upper limit (€2,182,320 in 2012); acquisition of rights capped at
30% of reference salary; application of the Fillon Law: rights maintained
in the event of departure at the employer’s initiative after the age of
55 years; reverts to 60% in the event of death. Plan benefits are forfeited
in the event of departure from the company, for whatever reason, before
the age of 55. Accordingly, Mr. Frank Esser is no longer eligible for the
supplementary pension plan. As Mr. Jean-Bernard Lévy has returned to
work in a position outside the Group, he is no longer eligible for Vivendi’s
current supplementary pension plan.
In 2012, the provision for pension plans has increased to €1,632,597 for
the members of the Management Board in office in 2012, on a pro rata
basis. In addition, members of the Management Board received rights
under the supplementary pension plan, calculated upon the fixed portion
of salary paid in 2012 and the variable portion for 2011 paid in 2012, in
accordance with currently applicable limitations. As for the Chairman
of the Management Board in office as of December 31, 2012, the rights
expressed as a percentage of compensation are already capped based on
his seniority.
COMPENSATION OR OTHER BENEFITS IN CONNECTION
WITH TERMINATION/CHANGE OF FUNCTION
No member of the Management Board may claim payment of any
compensation or indemnity for the termination of that member’s position
as a Corporate Officer of Vivendi.
MEMBERS OF THE MANAGEMENT BOARD DO NOT
RECEIVE ANY COMPENSATION OTHER THAN IN
ACCORDANCE WITH THEIR EMPLOYMENT CONTRACT
No member of the Management Board benefits from any indemnities
arising from a non-compete clause.