Page 146 - 2012 Annual Report

146 VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
GRANTS OF STOCK OPTIONS AND PERFORMANCE SHARES
3.3.1. Stock Options Granted
3.3.1.1. PERFORMANCE CONDITIONS
2011
Weight Indicators (internal and external) Objective (100%) Result Performance
70% Group objectives (in millions of €)
45% Adjusted net income (a) 2,650 2,745 74.0
25% Cash Flow from Operations (b) 4,326 4,844 50.0
30%
Stock market performance of indices (2011)
(reinvested dividends) Vivendi
21% Dow Jones Stoxx Telecom Index +0.4% -10.1% 0
9% Vivendi Media Index -19.6% -10.1% 18.0
(a) Excludes NBCU and the acquisition of a 44% stake in SFR, on the basis of applicable tax rules as of January 1, 2011.
(b) Excludes acquisition of 4G frequencies by SFR.
2012
Weight Indicators (internal and external) Objective (100%) Result Performance
70% Group objectives (in millions of €)
45% Adjusted net income (a) 2,638 2,816 90.0
25% Cash Flow from Operations (b) 3,289 3,648 50.0
30%
Stock market performance of indices (2012)
(reinvested dividends) Vivendi
21% Dow Jones Stoxx Telecom Index -4.0% +11.5% 42.0
9% Vivendi Media Index -2.2% +11.5% 18.0
(a) Adjusted net income before taking into account transactions announced in the second half of 2011, unbudgeted restructuring charges from telecoms
operators and the fine imposed upon SFR.
(b) Cash Flow from Operations before taking into account transactions announced in the second half of 2011, unbudgeted restructuring costs from
telecoms operators and an exceptional item having an impact on cashflows but not income.
The stock options vest at the end of a three-year period from the date
of grant, subject to the satisfaction of new presence and performance
conditions over two years.
Assessment of performance criteria with respect to 2011 and 2012
earnings.
At its meetings of February 29, 2012 and February 22, 2013, after a
review conducted by the Human Resources Committee, the Supervisory
Board assessed the satisfaction in 2011 and 2012 of the internal and
external objectives underlying the performance criteria and confirmed an
achievement rate of greater than 100%.
All stock subscription options and performance shares granted in 2011
are vested. In 2014, the definitiive grant of stock subscription options and
performance shares awarded in 2012 will be reviewed in accordance with
plan rules.