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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
INTERNAL CONTROL PROCEDURES
4.3.3. Internal Control Components
4.3.3.1. CONTROL ENVIRONMENT
RULES OF CONDUCT AND ETHICS APPLICABLE TO ALL EMPLOYEES
Vivendi ensures that all aspects of corporate responsibility are taken into
account. Vivendi has therefore adopted a charter of the Group’s values
which includes consumer focus, creativity, ethics, cultural diversity and
social responsibility.
A Compliance Program establishes general rules of ethics applicable to
all employees of the Group regardless of their seniority and position.
These rules, available atwww.vivendi.com, cover the following areas:
employees’ rights, integrity and protection of information and personal
data, prevention of conflicts of interest, commercial and financial ethics,
protection of the Group’s assets and resources, respect of the environment,
and social responsibility.
The Compliance Program has three major purposes:
✱ to raise awareness for Group’s employees and provide them with a
reference tool that gives them guidance in determining appropriate
courses of action;
✱ to reduce the risks of triggering civil and criminal liability for both the
Group’s employees and companies; and
✱ to discuss a cross-disciplinary theme each year in depth. For
this purpose, over the past four years, the following topics have
been addressed: conflicts of interest, protection of personal data,
preservation of tangible and intangible data and anti-corruption and
proper use of digital media within social networks.
It establishes rules of conduct based on general principles of international
law (including those established by the OECD, ILO and European law)
as well as prevailing legislation in various countries (principally those
of France and common law countries). Following this approach, each
business unit has established its own Code of Ethics.
The Group’s legal teams and Compliance Officers of the principal business
units, which is coordinated by the Group’s General Counsel work to
ensure the overall consistency of the program. An annual activity report is
prepared and presented by Vivendi’s Secretary to the Board to the Audit
Committee, which then reports to the Supervisory Board.
The protection of personal data remains a major issue for Vivendi.
Accordingly, the general counsel of the various business units within the
Group have been made aware of the update of the Charters on data and
content protection and of the Good Practices Guidelines in matters of
sensitive data protection.
In 2012, several meetings to raise awareness about the protection of
information assets in relation to behaviors and technology risks have
been organized by Vivendi SA’s Management and personnel at corporate
headquarters.
RESPONSIBILITIES AND COMMITMENTS OF EACH BUSINESS
UNIT’S GENERAL MANAGEMENT
Every six months, the Chairman and Chief Financial Officer of each
business unit must sign a representation letter in which they certify
compliance with the internal control procedures relating to the preparation
of financial statements and financial, industry-based and operational
information items to insure the accuracy, integrity and reliability of
financial disclosure.
Vivendi has, upon proposal of the Audit Committee, established a Code
of Financial Ethics. This Code was maintained following the change in
the company’s governance structure, in 2005. It applies to the senior
executives of Vivendi SA such as those responsible for communications
and financial and accounting reporting.
RULES ON MARKET ETHICS
Vivendi complies with the General Regulations of the AMF as well as
the recommendations of the AFEP and MEDEF. Consequently, purchase
and sale transactions involving company securities are prohibited during
the period from the date on which a member of the Supervisory Board
or the Management Board becomes aware of precise market information
concerning the company’s day-to-day business or prospects which, if made
public, would be likely to have a material impact on the company’s share
price, up to the date on which this information is made public. In addition,
such transactions are prohibited for a period of 30 calendar days preceding
and including the day of publication of the company’s quarterly, half-yearly
and annual Consolidated Financial Statements. The company prepares
and distributes a summary schedule setting out the periods during which
transactions involving company shares are prohibited (“blackout periods”).
Pursuant to AFEP and MEDEF recommendations, all hedging transactions
on company’s securities following the exercise of stock options are
prohibited.
Blackout periods are the subject of individual reminders sent via email
where necessary and, in any event, before each identified financial
reporting period.
DELEGATION OF POWERS
The delegation of operational powers, whether on a single occasion or on
a recurring basis, is one of the responsibilities of the General Management
of Vivendi and of the General Management of each of its business units.
These delegated powers are updated and formalized on a regular basis
according to the evolving role and responsibilities of the relevant delegate.