Page 361 - 2012 Annual Report

361
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
7. STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS
IV - VIVENDI SA 2012 STATUTORY FINANCIAL STATEMENTS
7. STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS
AND COMMITMENTS
To the Shareholders,
In our capacity as Statutory Auditors of your company, we hereby report on
certain related party agreements and commitments.
We are required to inform you, on the basis of the information provided
to us, of the terms and conditions of those agreements and commitments
indicated to us, or that we may have identified in the performance of
our engagement. We are not required to comment as to whether they
are beneficial or appropriate or to ascertain the existence of any such
agreements and commitments. It is your responsibility, in accordance with
Article R.225-58 of the French Commercial Code (Code de commerce), to
evaluate the benefits resulting from these agreements and commitments
prior to their approval.
In addition, we are required, where applicable, to inform you in accordance
with Article R.225-58 of the French Commercial Code (Code de commerce)
concerning the implementation, during the year, of the agreements and
commitments already approved by the Shareholders’ Meeting.
We performed those procedures which we considered necessary to
comply with professional guidance issued by the national auditing body
( Compagnie nationale des commissaires aux comptes) relating to this
type of engagement. These procedures consisted in verifying that the
information provided to us is consistent with the documentation from
which it has been extracted.
Agreements and commitments submitted for approval by the Annual Shareholders’ Meeting
AGREEMENTS AND COMMITMENTS AUTHORIZED
DURING THE YEAR
We inform you that we have not been advised of the existence of any
agreements or commitments entered into during the financial year to be
submitted for approval by the Shareholders’ Meeting in accordance with
Article L.225-86 of the French Commercial Code (Code de commerce).
AGREEMENTS AND COMMITMENTS AUTHORIZED
SUBSEQUENTLY TO THE CLOSING OF THE FINANCIAL
STATEMENTS
We have been advised of the following related parties agreements and
commitments subsequently to the closing of the financial statements
which received prior authorization from your Supervisory Board.
CONDITIONAL COMMITMENT IN FAVOR OF A MEMBER
OF THE MANAGEMENT BOARD
At its meeting of February 22, 2013, upon the recommendation of the
Human Resources Committee, your Supervisory Board reviewed the
elements of employment contract of Mr. Philippe Capron, member of
the Management Board and Chief Financial Officer, which took effect on
January 1, 2007.
The Supervisory Board, at the same meeting, approved the signing of
an amendment to Mr. Philippe Capron’s employment contract pursuant
to which he will be entitled to receive contractual severance in a gross
amount equal to eighteen months of compensation (fixed and target
variable).
This severance would be paid in the event of a forced departure at
the initiative of the company. It would not be payable in the case of
resignation, retirement or serious misconduct.
Mr. Philippe Capron is not entitled to receive any other indemnities in
relation to his employment contract or his position as a member of the
Management Board.
This is a free translation into English of a report issued in French and it is
provided solely for the convenience of English-speaking users.
This report should be read in conjunction with, and construed in
accordance with, French law and professional auditing standards
applicable in France.