Page 301 - 2012 Annual Report

301
VIVENDI l 2012 l Annual Report
FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –
STATUTORY FINANCIAL STATEMENTS 4
4
III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 25 Transactions with related parties
Note 25. Transactions with related parties
25.1. CORPORATE OFFICERS
SITUATION OF CORPORATE OFFICERS
At a meeting held on June 28, 2012, the Supervisory Board terminated
Mr. Jean-Bernard Lévy’s term of office as Chairman of the Management
Board. The Supervisory Board also terminated the terms of office of the
following members of the Management Board: Mr. Abdeslam Ahizoune,
Mr. Amos Genish, Mr. Lucian Grainge, and Mr. Bertrand Meheut. It also
appointed Mr. Jean-François Dubos as Chairman of the Management
Board. The Management Board is currently composed of Mr. Jean-François
Dubos and Mr. Philippe Capron.
In addition, as a reminder, on March 26, 2012, Mr. Frank Esser resigned
from his offices as member of Vivendi’s Management Board and as
Chairman and Chief Executive Officer (CEO) of SFR.
COMPENSATION OF CORPORATE OFFICERS
The total gross compensation, including benefits in kind, that the group
paid to the members of the Management Board, amounted to €25 million
in 2012 (compared to €18 million in 2011). This amount mainly included
the fixed compensation component of the members of the Management
Board for the duration of their mandate (€5 million in 2012, compared to
€9 million in 2011), the variable compensation component with respect to
the previous year (€12 million paid in 2012 with respect to 2011, compared
to €8 million paid in 2011 with respect to 2010), as well as Mr. Jean-
Bernard Levy and Mr. Frank Esser’s severance payments (€6 million).
After having considered the recommendation of the Corporate Governance
and Nominating Committee and the Chairman of the Human Resources
Committee, the Supervisory Board determined on June 28, 2012, that in
accordance with the provisions approved by the General Shareholders’
Meeting of April 30, 2009, the conditions for Mr. Jean-Bernard Lévy to
receive severance pay had been satisfied. This severance pay amounts
to sixteen months of fixed and variable compensation (based on six
months’ payment plus one additional month’s payment for each year of
service within the group after 2002), which totals €3.9 million. Mr. Jean-
Bernard Lévy, in accordance with the provisions approved by the General
Shareholders’ Meeting of April 30, 2009, retains the rights to all of his
stock options and performance shares, subject to the satisfaction of
the relevant performance conditions attached thereto. Moreover, in
March 2013, he will receive the variable compensation component
with respect to 2012 prorated, as approved by the Supervisory Board on
February 22, 2013.
In accordance with his employment contract, Mr. Frank Esser’s severance
pay amounted to €3.9 million (of which €2.3 million was paid in 2012 and
the balance in January 2013), corresponding to his contractual severance
payments (twenty-four months of fixed compensation + target bonus) and
conventional compensation.
The members of the Management Board in office as of December 31,
2012 are entitled to receive severance payments upon termination,
corresponding to a contractual termination payment. As of December 31,
2012, the total estimated amount of these severance payments to be paid
to Management Board members was approximately €0.8 million. At the
General Shareholders’ Meeting to be held on April 30, 2013, it will be
proposed that Mr. Philippe Capron be entitled to receive a contractual
severance payment of a gross amount of eighteen months’ compensation
(fixed compensation + target bonus).
The total charge recorded by the group with respect to share-based
compensation plans (stock options, performance shares, and employee
stock purchase) granted to members of the Management Board, in office
or no longer in office, amounted to €6 million in 2012.
The total amount of net pension plan obligations to members of the
Management Board in office as of December 31, 2012, amounted
to €5 million as of that date (compared to €30 million and €13 million
of provisions for members of the Management Board in office as of
December 31, 2011). Mr. Jean-Bernard Lévy and Mr. Franck Esser lost their
pension rights, which were under the supplemental pension plan.
The fixed compensation paid to the Chairman of the Supervisory Board
amounted to €700,000 in 2012 (unchanged compared to 2011) and the
total amount of fees paid to the other members of the Supervisory Board
amounted to €1.2 million with respect to 2012 (unchanged compared to
2011).
A detailed description of the compensation and benefits of Corporate
Officers of the Group is presented in the Annual Report.
25.2. OTHER RELATED PARTIES
As a reminder, during 2011, Vivendi acquired Vodafone’s 44% interest in
SFR and completed the sale of its 20% interest in NBC Universal: as from
January 1, 2011, Vodafone and NBC Universal are no longer considered
as related parties.
Therefore, excluding Corporate Officers, Vivendi’s main related parties
were those companies over which the group exercises an exclusive or
joint control, and companies over which Vivendi exercises a significant
influence (please refer to Note 28 for a list of its main subsidiaries,
fully consolidated or accounted for under the equity method), and non-
controlling interests that exercise significant influence on group affiliates
i.e., the Kingdom of Morocco, which owns 30% of Maroc Telecom Group,
Lagardère, which owns 20% of Canal+ France, and since November 30,
2012, TVN, which owns 32% of Canal+ Cyfrowy (a subsidiary of Canal+
Group).
Agreements entered into in 2006 with Lagardère that give Canal+ France
the right to broadcast their theme channels on its multi-channel offer for a
period of five years have been extended through June 30, 2013.