133
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Directors, Senior Management and Supervisory Bodies
annulment of decisions authorizing the acquisition of the Direct 8
and Direct Star channels, brought before the French Council of State
(
Conseil d’État
); and the action brought by Vivendi, the Canal+ Group
and Canal+ France against Lagardère;
the composition of the Supervisory Board and its Committees;
the nomination of new members of the Supervisory Board;
review of the balanced representation of women on the Supervisory
Board and its Committees;
review of the Company’s equal opportunities policy;
review of succession plans;
evaluation of the performance of the Supervisory Board
and its Committees;
compensation of the Chairman of the Supervisory Board;
setting the compensation of the Chairman of the Management Board;
the composition of the Management Board and compensation
of its members;
evaluation of the Management Board and its Chairman;
the award of performance shares to members of the Management
Board; and
the employee shareholding policy and status.
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3.1.1.12. Assessment of the Supervisory
Board’s Performance
On a regular basis, and at least once every three years, the Supervisory
Board undertakes a formal assessment of its performance alongside the
Corporate Governance and Nominating Committee. In January 2012,
a formal assessment was completed on the basis of a questionnaire
given to each member of the Supervisory Board and by way of individual
interviews led by Vivendi’s General Counsel.
In addition, every year, one item on the agenda is dedicated to a
discussion of the performance of the Supervisory Board.
On February 21, 2014, following the same procedures, the Supervisory
Board undertook a review of its performance.
This review found that, as a whole, the members of the Supervisory
Board believe that the Board’s composition and performance are
satisfactory, and that strategic discussions were efficient during the
course of a rather atypical year.
Several avenues of improvement were presented for consideration: the
internationalization of its members, the strengthening of core skills in
new interactive models, on-going recruitment of women to the Board,
and the implementation of a monthly report on income and cash flow to
supplement the information contained in the Board’s quarterly report.
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3.1.1.13. Committees of the Supervisory Board
Organization and Operating Procedures of the Committees
The Supervisory Board has established the following four specialized
committees and approved their respective composition and the powers
conferred upon them: the Strategy Committee, Audit Committee, Human
Resources Committee and the Corporate Governance and Nominating
Committee.
The functions of the committees may not include delegating powers
granted to the Supervisory Board by law or pursuant to the Company’s
by-laws, or reducing or limiting the powers of the Management Board.
Within the scope of the powers granted to it, each committee issues
proposals, recommendations or advice, as required.
The Supervisory Board has appointed a Chairman for each committee.
The four Committees of the Supervisory Board are comprised of
Supervisory Board members, appointed by the Supervisory Board. The
members are appointed on a personal basis and cannot be represented
by a delegate. Each committee determines the frequency of its
meetings, which are held at the registered office of the Company or in
any other place that may be agreed by the Chairman of the committee.
Committee meetings can also be held using videoconferencing or other
telecommunications technology.
The Chairman of each Committee sets the agendas for meetings after
consultation with the Chairman of the Supervisory Board. Minutes of
each committee meeting are drafted by the Secretary of the Board,
under the authority of the Chairman of the relevant committee, and
are sent to the members of the relevant committee and to all other
members of the Supervisory Board. Information about the committees’
work is included in this Annual Report.
Each committee may request from the Management Board any
document it deems useful to fulfill its purpose and functions. The
committee may carry out or commission surveys to provide information
for the Supervisory Board’s discussions, and may request external
consulting expertise as required.
The Chairman of a committee may invite the members of the
Supervisory Board, as well as any other person, to attend a meeting of
such committee. However, only committee members can take part in its
deliberations. Each committee may decide to invite any individual of its
choice to its meetings, as needed.
In addition to permanent committees, the Supervisory Board may
establish ad hoc committees comprised of all or some of its members,
each for a limited term and for specific purposes, for exceptional
operations or tasks on grounds of their importance or nature.
Strategy Committee
Composition
The Strategy Committee is currently comprised of six members, four of
whom are independent. Its members are: Jean-René Fourtou (Chairman),
Vincent Bolloré, Daniel Camus, Pascal Cagni, Aliza Jabès and Alexandre
de Juniac. Since the second half of 2012, given the strategic review
of the Group’s operations, all members of the Supervisory Board now
contribute to the work of the Strategy Committee.
Activities
In 2013, the Strategy Committee met four times, including a two-day
seminar. The attendance rate was 88.7%. Its work primarily focused on
the following matters:
the Group’s internal and external growth prospects;
discussions about the Group’s strategic direction and scope;
strategic review of the Group’s assets;
the acquisition of Lagardère’s 20% interest held in Canal+France;
discussions on Media and Content
the Company’s share ownership and its composition;
the Group’s financial position;
a competitive analysis of the Group’s businesses;
a review of the economic, market and financial environments; and
investment prospects and projects.
