132
Annual Report -
2013
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Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Directors, Senior Management and Supervisory Bodies
acquisitions, in any form, over €300 million;
granting of sureties, endorsements and guarantees by the
Management Board in favor of third parties, provided that each
individual obligation does not exceed €100 million and that all
obligations do not exceed €1 billion. This authorization, which
is given to the Management Board for 12 months, is reviewed
every year;
substantial internal restructuring transactions together with
transactions falling outside the Company’s publicly disclosed
strategy and strategic partnership agreements;
setting up stock option plans or performance share plans or any
other mechanisms with a similar purpose or effect;
awarding stock options or performance shares to members of the
Management Board; and determining the number of shares they
must own during their terms of office; and
submitting proposals to the General Shareholders’ Meeting to
amend the Company’s by-laws, allocate profits and set the dividend.
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3.1.1.10. Information Provided to the
Supervisory Board
Members of the Supervisory Board receive all information necessary
to perform their duties. Before any meeting, they may request any
documents which they consider useful. The rights of members of
the Supervisory Board to obtain information are currently subject to
procedures as set forth below.
Information Provided Prior to Meetings
of the Supervisory Board
The Chairman of the Supervisory Board, with the assistance of the
Secretary of the Board, sends the appropriate information to the other
members of the Board, depending on the matters on the agenda.
Information Provided to the Supervisory Board
on a Regular Basis
Members of the Supervisory Board are kept informed on a regular basis
by either the Management Board or its Chairman of the Company’s
financial position, cash flow and obligations, as well as of any major
events and transactions relating to the Company.
The Management Board provides a quarterly report to the Supervisory
Board on its activities and the Group’s operations.
In addition, on a monthly basis, the Management Board provides
information to the Supervisory Board on the Company’s operations and
highlights.
Requests for information from members of the Supervisory Board
relating to specific matters are sent to the Chairman and Secretary of
the Board who, along with the Chairman of the Management Board,
are responsible for responding to such requests as soon as reasonably
practicable. To supplement the information provided to them, members
of the Supervisory Board are entitled to meet with Board members and
the senior managers of the Company, with or without the presence of
members of the Management Board, after notice has been given to the
Chairman of the Supervisory Board.
Collective Nature of the Supervisory Board’s Decisions
and Confidentiality of Information
The Supervisory Board is a body with collective responsibility. Its
decisions are the responsibility of all its members. Members of the
Supervisory Board and any person attending meetings of the Supervisory
Board are bound by strict confidentiality obligations with respect to any
company information they receive in the context of meetings of the
Board and any of its Committees, or confidential information presented
by the Chairman of the Supervisory Board or Management Board and
identified as such.
If the Supervisory Board is aware of specific confidential information
that, if made public, could have a material impact on the share price of
the Company or the companies under its control, as such term is defined
by Article L.233-3 of the French Commercial Code, members of the
Supervisory Board must refrain from both disclosing such information
to any third party and dealing in the Company’s securities until such
information has been made public.
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3.1.1.11. Activities of the Supervisory Board
in 2013
In 2013, the Supervisory Board met eleven times. The average rate of
attendance at Board meetings was 85%.
Its work included the following:
review of the consolidated and statutory financial statements for
fiscal year 2012, the 2013 budget, information contained in the
semi‑annual 2013 Consolidated Financial Statements prepared by
the Management Board, and the 2014 preliminary budget;
review of the resolutions drafted by the Management Board and
submitted to the General Shareholders’ Meeting of April 30, 2013;
review of the quarterly reports prepared by the Management Board;
assessment of the quality and structure of the Group’s balance
sheet;
the Company’s debt refinancing transactions, renewal of the Euro
Medium-Term Notes (EMTN) program and the authorization granted
to the Management Board to issue bonds;
operational progress of the Group’s main business activities;
the Group’s internal and external growth prospects, principal
strategic initiatives and opportunities;
strategic review of Group assets;
regular review of acquisition and disposal projects;
the sale of a majority of the Group’s interest in Activision Blizzard:
the acquisition of Lagardère’s 20% interest in Canal+ France;
the agreement to sell the Group’s interest in Maroc Telecom;
review of the feasibility of potential cooperation between GVT and
Echostar in pay-TV in Brazil;
examination and relevance of the plan to separate the Group’s
Media and Telecommunications activities;
monitoring of current investigations and legal proceedings, in
particular the securities class action and Liberty Media dispute in
the United States, as well as legal proceedings brought by minority
shareholders against Activision Blizzard, its Board of Directors
and Vivendi; litigation by shareholders in France; the action for
