Page 157 - 2012 Annual Report

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VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 4 - REPORT BY THE CHAIRMAN OF VIVENDI’S SUPERVISORY BOARD ON CORPORATE GOVERNANCE, INTERNAL AUDITS
AND RISK MANAGEMENT – FISCAL YEAR ENDED DECEMBER 31, 2012
VIVENDI’S EQUAL OPPORTUNITIES POLICY
and variable components and is subject to the satisfaction of certain
performance conditions.
Since 2010, Vivendi’s Supervisory Board has been using sustainable
development and social responsibility criteria to assess the variable
portion of the compensation of the Management Board members and
the Group’s senior executives. Criteria that are relevant, measurable and
verifiable have been established for each business unit based on their
respective know-how and positioning. Accordingly, the calculation of
bonuses for the persons in question requires assessing their personal
contribution to the sustainable development strategies of the Group, such
as protecting and empowering young people in their media practices,
promoting cultural diversity and reducing the digital divide. Vivendi is
one of the first companies in the CAC 40 index that uses performance
objectives tied to social responsibility criteria to determine the variable
portion of the compensation of its Executive Officers. Vigeo, an extra-
financial ratings agency, assists the Group in assessing its strategies.
All principles and rules established by the Supervisory Board concerning
deferred compensation and benefits of the Management Board members,
its Chairman and the Corporate Officers of the principal Group subsidiaries
are described in Sections 3.2 and 3.3 of Chapter 3 of this Annual Report.
The provisions related to the performance criteria for the vesting of stock
subscription options and performance shares, which were implemented
in 2011 and 2012, are set forth in Section 3.3 of Chapter 3 of this Annual
Report.
4.2. VIVENDI’S EQUAL OPPORTUNITIES POLICY
4.1.4. Holding Periods for Shares Obtained Upon the Exercise of Stock Options
and Performance Shares Held by Board Members and Corporate Officers
For a description of these transfer restrictions, see Section 3.3.5 of
Chapter 3 of this Annual Report.
From January 1, 2007, the Chairman of the Management Board, the
members of the Management Board, and the General Management and
senior executives of subsidiaries must, within a period of five years, each
set up a portfolio of shares in Vivendi relating respectively to three years,
two years and one year of gross compensation (fixed compensation and
target bonus). These portfolios must be continuously held until the end of
their respective terms of office. In February 2013, the Supervisory Board
reported on the application of this program and acknowledged its proper
implementation.
4.1.5. Terms and Conditions Governing Shareholders’ Attendance at General Meetings
Each shareholder is entitled to a number of votes equal to the number of
shares the shareholder owns or represents.
For a description of the terms and conditions governing shareholders’
attendance at General Meetings, see Section 2.1.4 of Chapter 3 of this
Annual Report.
At its meeting of December 13, 2012, as it has done it every year, the
Supervisory Board discussed gender equality within the Group, after
having examined the Human Resources Committee’s report on this issue.
In 2012, 34% of employees within the Group are women, with the lowest
levels at Activision Blizzard (21%) and the highest level at Vivendi’s
corporate headquarters (55%). At Group level, the proportion was 36%
in 2010. This relative decline is the result of the higher total number of
employees at GVT, and the recruitment of a predominantly male workforce
(at GVT, the proportion of women declined from 46% to 35% between
2010 and 2011). In 2012, 35% of employees in management positions
were women, which is in line with their employment rate. Based on
this percentage Vivendi ranks 12th among CAC 40 companies. Women
comprise 36% of the Supervisory Board (four women); based on this
Vivendi ranks 3rd among CAC 40 companies. Women comprise 10% of
Executive Committees (Corporate + Businesses). Based on this percentage,
Vivendi ranks 15th among CAC 40 companies.
At its meeting of December 14, 2011, to improve gender equality
within the Group, the Supervisory Board approved the implementation
of a two-fold initiative: mentoring and networking. A status report
was prepared and presented to the Supervisory Board at its meeting
on December 13, 2012.
On March 7, 2012, the ANDIAMO! Network was launched, which includes
20 women (all graduates of INSEAD). The principles adopted by the
members of the network are as follows: the size of the network is limited
to 50 members, recruiting new members is by cooptation, drawing from
women and men at the same seniority level and the same age bracket,
it can be mixed in a proportion of 70/30. For 2013, the next steps will be
to continue the policy launched in 2012 of “taking action in relation to
women”, making recommendations to management by the end of 2013.
This network’s work has seen Vivendi progress from ninth to sixth place in
the ranking of the October 2012 Challenge.
The second mentoring action was to identify potential mentees from
within the Group’s population of executives who participated in the
INSEAD program. A group of 11 women were identified and each was
offered the possibility to join the Management Committees of the Group’s
French subsidiaries or the corporate headquarters. The Group’s governing
bodies determined the seniority level of the mentors who will be required
to play a role in the development and promotion of their mentee. The
program operates in accordance with a newly created mentoring charter