Page 152 - 2012 Annual Report

152 VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
COMPLIANCE PROGRAM
3.5. COMPLIANCE PROGRAM
The Compliance Program was established to make employees aware of
their professional responsibilities and to provide them with a guide to
which they can refer and that will assist them in determining the most
appropriate conduct.
It establishes rules of conduct based on general principles of international
law (including those established by the OECD, ILO and EU law) as well as
prevailing regulation in various countries (principally those of France and
common law countries).
It sets forth the general ethical rules applicable to all Group entities. These
rules are applied in each operational business unit in all the countries in
which Vivendi is present, adapted to address the specificities of subsidiary
activities as well as the particularities of national legislation. In addition,
at its meeting held on March 16, 2004, the Board of Directors of Vivendi,
upon recommendation of its Audit Committee, approved a Financial
Code of Ethics. This Code was maintained following the change in the
company’s organizational structure. It applies to the senior executives of
Vivendi SA such as those responsible for communications and financial
and accounting reporting which represents approximately 60 people.
The company’s Legal department and the Compliance Officers of each
business unit work to ensure the overall consistency of the Financial
Code of Ethics by coordinating with the General Counsel’s office.
An annual progress report is prepared and presented by Vivendi SA’s Legal
department to the Audit Committee, which then reports to the Supervisory
Board and forwards the report to the Management Board.
3.5.1. Reasons for the Program
The Compliance Program addresses the following main issues:
✱ the new national and international standards requiring companies to
report on how they comply with their societal responsibilities; and
✱ the introduction of new non-financial rating criteria aimed at
assessing the policies that companies have set up to assume these
responsibilities.
3.5.2. Objectives
The Compliance Program has two major purposes:
✱ to raise awareness for Group’s employees and provide them with
a clear and precise reference tool that gives them guidance in
determining appropriate courses of action; and
✱ to reduce the risks of civil and criminal liability by both the Group’s
employees and subsidiaries.