131
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Directors, Senior Management and Supervisory Bodies
■
■
3.1.1.3. Stock Trading Ethics
In accordance with the recommendations of the AFEP/MEDEF Code, the
hedging of transactions by means of short selling or using derivative
financial instruments or options contracts of any kind is prohibited for
all officers and employees.
Throughout the periods defined below, as well as those communicated
to the members of the Supervisory Board by the Secretary of the
Board (“blackout periods”), any direct or indirect sale and purchase
transactions by members of the Supervisory Board involving the
Company’s securities, whether by way of open market or off-market
trading, are forbidden during the period:
from the date on which members of the Supervisory Board become
aware of specific market information in relation to 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 this information is made public; and
of 30 calendar days preceding and including the day of publication
of the Company’s quarterly, semi‑annual and annual financial
statements.
The Chairman of the Corporate Governance and Nominating Committee
must be informed as soon as possible by any member of the Supervisory
Board of any material purchase, subscription, sale or swap transaction
involving securities issued by the Company which, while not falling
within the scope of the above paragraph, is entered into by any relative
of, or entities connected with, such member or the member’s relatives,
and where such transaction was recommended by such member or
where such member was informed of its existence. The Secretary of
the Supervisory Board shall also inform the Chairman of the Corporate
Governance and Nominating Committee of any transactions declared
pursuant to the above paragraph.
During 2013, no transaction involving company shares was made in this
context.
■
■
3.1.1.4. Family Relationships
To the Company’s knowledge, there are no family ties between members
of the Supervisory Board or between any of them and any member of
the Management Board.
■
■
3.1.1.5. Absence of Conflicts of Interest
To the Company’s knowledge, there are no actual or potential conflicts
of interest between Vivendi and any member of the Supervisory Board
with regard to their personal interests or other responsibilities.
The internal rules of the Supervisory Board stipulate that its members
have a duty to inform the Board of any actual or potential conflict of
interest they have encountered, or might encounter in the future. When
the Supervisory Board discusses a subject that relates directly or
indirectly to one of its members, the member concerned may be asked
to leave the Board meeting during the deliberation and voting process.
■
■
3.1.1.6. Absence of any Conviction for Fraud,
Liability Associated with a Business
Failure, Public Accusation and/or
Sanction
Over the past five years, to the Company’s knowledge:
no member of the Supervisory Board has been convicted of any
fraud-related matter;
no member of the Supervisory Board has been associated with
a bankruptcy, receivership or liquidation while serving on an
administrative, management or supervisory body;
no official public accusation and/or penalty has been brought
against or imposed on any member of the Supervisory Board; and
no member of the Supervisory Board has been prevented by a
court from acting as a member of an administrative, management
or supervisory body or from participating in the management of a
public issuer.
■
■
3.1.1.7. Agreements between the Company
and Members of the Supervisory
Board – Service Contracts
There are no service agreements or contracts between any member of
the Supervisory Board and the Company or one of its subsidiaries that
grant benefits to such members under the terms of such agreements or
contracts.
■
■
3.1.1.8. Loans and Guarantees Granted to
Members of the Supervisory Board
The company has not granted any loans or issued any guarantees to any
member of the Supervisory Board.
■
■
3.1.1.9. Internal Regulations and Jurisdiction
of the Supervisory Board
Authority and Functions of the Supervisory Board pursuant
to French Law and the Company’s By-Laws
As required by law, the Supervisory Board continuously monitors the
management of the Company by the Management Board. It may proceed
with any verification or control it deems appropriate and is provided
with all documents it deems useful in connection with the fulfillment of
its purpose and functions.
Internal Regulations
The Internal Regulations of the Supervisory Board is an internal
document intended to supplement the Company’s by-laws by setting
forth the Supervisory Board’s operational procedures and the rights and
duties of its members.
Role and Powers of the Supervisory Board
under the Internal Regulations
The following transactions require the approval of the Supervisory Board
prior to their implementation:
disposals of real estate property or the sale of all or part of
investments in companies, where any individual transaction exceeds
€300 million;
issues of securities that directly or indirectly give right to the share
capital of the Company or issues of convertible bonds, in excess of
€100 million;
issues of non-convertible bonds in excess of €500 million, except for
transactions for the purpose of renewing debt obligations on more
favorable terms than those initially granted to the Company;
share repurchase programs proposed to the Ordinary Shareholders’
Meeting, and financings that are material or that may substantially
alter the financial structure of the Company, with the exception of
financing used to manage the Company’s debt to optimize it within
previously approved thresholds;
