2013 Annual report - page 102

102 Annual Report - 2013 - Vivendi
Section 1 General Information About The
Company 104
1.1. Corporate and Commercial Name 104
1.2. Place of Registration and Registration Number 104
1.3. Date of Incorporation and Term 104
1.4. Registered Office, Legal Form
and Laws Applicable to Vivendi’s Business 104
1.5. Fiscal Year 104
1.6. Access to Legal Documents and Regulated Information 104
Section 2 Additional Information
About The Company 105
2.1. Memorandum and By-Laws 105
2.2. Share Capital 107
2.3. Major Shareholders 115
Appendix: Stock Subscription Option Plans
and Performance Share Plans 117
Section 3 Corporate Governance 120
3.1. Directors, Senior Management and Supervisory Bodies 120
3.1.1. Supervisory Board 120
3.2. Management Board 137
3.2.1. General Provisions 137
3.2.2. Composition of the Management Board 137
3.2.3. Family Relationships 142
3.2.4. Absence of Conflicts of Interest 142
3.2.5. Absence of Any Conviction for Fraud, Liability Associated
with a Business Failure or Public Prosecution and/or Sanction 142
3.2.6. Agreements between the Company and Members
of the Management Board - Service Contracts 142
3.2.7. Loans and Guarantees Granted to Members of the Management Board 142
3.2.8. Jurisdiction and Internal Regulations of the Management Board 142
3.2.9. Activities of the Management Board in 2013 143
3.3. Compensation of Directors and Officers 144
3.3.1. Status and Compensation of Members of the Management Board 146
3.3.2. Highest Compensation Paid Within the Group 151
3.4. Performance Shares 152
3.4.1. Performance Shares Awarded to Members of the Management Board
in 2013: Plan 2013-12 of February 22, 2013 and Plan 2013-12
of December 11, 2013 (AMF Recommendations, Table 6) 152
3.4.2. History of Performance Shares Awarded (AMF Recommendations, Table 9) 152
3.4.3. Performance Shares that Became Available in Fiscal Year 2013
(AMF Recommendations, Table 7) 153
3.4.4. Assessment of Performance Criteria for Fiscal Years 2012 and 2013
for Final Award in 2014 of the 2012 Performance Share Plans
(Applicable to Stock Option Plans Awarded in 2012) 153
3.4.5. Conditions for Acquiring Performance Shares 153
3.4.6. Largest Awards of Performance Shares and Exercise of Options in 2013,
excluding Corporate Directors (AMF Recommendations, Table 9) 154
3.4.7. Award of Stock Options to Members of the Management Board 154
3.4.8. Options Exercised in 2013 by Corporate Directors
(AMF Recommendations, Table 5) 155
3.4.9. Conditions for Corporate Directors to Hold Shares Received from
the Exercise of Stock Options and Awards of Performance Shares 155
3.4.10. Conditions Specific to Vivendi 155
3.5. Trading in Company Securities 156
3.5.1. Trading in Securities by Members of the Supervisory Board
and the Management Board 156
3.6. Compliance Program 157
3.6.1. Reasons for the Program 157
3.6.2. Objectives 157
3.7. Financial Information and Communication
Procedures Committee 158
3.7.1. Composition 158
3.7.2. Powers 158
3.7.3. Activity in 2013 158
3.8. Risks Committee 159
3.8.1. Composition 159
3.8.2. Powers 159
3.8.3. Activity in 2013 159
3.9. General Management 160
3.9.1. Composition 160
Section 4 Report by the Chairman of Vivendi’s
Supervisory Board on Corporate
Governance, Internal Audits and
Risk Management – Fiscal year 2013 161
4.1. Corporate Governance 161
4.1.1. Conditions Governing the Preparation and Organization
of the Work of the Supervisory Board 161
4.1.2. 2013 Assessment of Governance by Special Agencies 161
4.1.3. Setting of Deferred Compensation and Benefits Granted to Members
of the Management Board and its Chairman 161
4.1.4. Conditions for the Holding of Vivendi Shares by Board Members
and Corporate Officers 162
4.1.5. Terms and Conditions Governing Shareholder Attendance at General Meetings 162
4.2. Vivendi’s Equal Opportunities Policy 162
4.3. Internal Control Procedures 163
4.3.1. Definition and Objectives of Internal Control 163
4.3.2. Scope of Internal Control 163
4.3.3. Internal Control Components 164
4.4. Risk Monitoring and Management 165
4.4.1. Internal Control Activities 165
4.4.2. Internal Control Monitoring 166
4.5. Key procedures for financial
and accounting information 167
4.6. Information and Communication 168
4.7. Corporate Social Responsibility (CSR) 168
4.7.1. CSR, a Source of Value Creation for Vivendi and its Stakeholders 168
4.7.2. Integration of CSR into Vivendi’s Governance and Strategy 169
4.8. Prospects 170
Section 5 Statutory Auditors’ Report,
Prepared in Accordance with
Article L. 225-235 of the French
Commercial Code, on the Report
Prepared By the Chairman of the
Supervisory Board of Vivendi SA 171