Page 153 - 2012 Annual Report

153
VIVENDI l 2012 l Annual Report
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3
INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
FINANCIAL INFORMATION AND COMMUNICATION PROCEDURES COMMITTEE
3.6. FINANCIAL INFORMATION AND COMMUNICATION PROCEDURES COMMITTEE
3.6.1. Composition
The committee members are nominated by the Chairman of the
Management Board. At a minimum, the committee is comprised of those
Vivendi executives holding the following positions:
✱ the Group’s General Counsel (Chairman of the committee);
✱ the Group’s Chief Financial Officer, member of the Management Board;
✱ the Executive Vice President, Communications;
✱ the Deputy Chief Financial Officers;
✱ the Senior Vice President, Audit and Special Projects; and
✱ the Executive Vice President, Investor Relations.
Members of the committee may appoint additional members as their
substitutes, who are executives from the aforementioned departments.
The committee is currently comprised of 15 regular attendees.
3.6.2. Powers
The committee assists the Chairman of the Management Board and the
Group’s Chief Financial Officer in ensuring that Vivendi fulfills its disclosure
requirements with respect to investors, the public and the regulatory
and market authorities, in particular in France the Autorité des Marchés
Financiers (AMF) and NYSE Euronext.
In performing its duties and objectives, the committee ensures that
Vivendi has set up adequate controls and procedures so that:
✱ any financial information that must be disclosed to investors, the
public or the regulatory authorities is reported within the deadlines
set forth by applicable laws and regulations;
✱ all corporate communications are subject to appropriate verification in
accordance with the procedures set up by the committee;
✱ all information requiring a release to investors or appearing in
the documents recorded or filed with any regulatory authority is
communicated to the company’s senior management, including the
Chairman of the Management Board and the Group’s Chief Financial
Officer, prior to release so that decisions regarding such information
can be made in a timely manner;
✱ oversight is provided to assess Vivendi’s procedures and those of the
business units for controlling information as well as over internal
control procedures, under the supervision of the Chairman of the
Management Board and the Group’s Chief Financial Officer;
✱ the Chairman of the Management Board and the Group’s Chief
Financial Officer are advised of any major procedural issues about
which the committee should be informed and which are likely to
affect Vivendi’s procedures for controlling information and its internal
control procedures. The committee issues recommendations, where
necessary, for changes to be made to these controls and procedures.
The committee monitors the implementation of changes approved
by the Chairman of the Management Board and the Group’s Chief
Financial Officer; and
✱ more generally, the Chairman of the Management Board and the
Group’s Chief Financial Officer are assured that they will receive all
information they may request.
3.6.3. Activity in 2012
The committee meets at the request of the Chairman of the Management
Board, the Chief Financial Officer, the Committee Chairman or of one of
its members. Meetings are held at least every quarter in accordance with
the schedule for releasing financial information on the Group’s results and
before each Audit Committee meeting. In 2012, the committee met six
times. Its proceedings primarily involved:
✱ the annual and half-year certification letters signed by the Chairman
and Chief Financial Officer of each of the Group’s business units;
✱ progress questionnaires for assessing internal controls within the
Business Units;
✱ the financial information published in the annual, half-year and
quarterly financial reports and published in the annual report;
✱ the sustainable development report; and
✱ the business report and the environmental, employee and societal
data report.
The committee reports to the Chairman of the Management Board and to
the Audit Committee, as necessary.
This committee, set up in 2002, is responsible for the regular assessment
of the company’s procedures for preparing and publishing financial data
and for reviewing financial information which is published quarterly.