134
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Directors, Senior Management and Supervisory Bodies
Audit Committee
Composition
The Audit Committee is comprised of five members, four of whom are
independent and all of whom have finance or accounting expertise. Its
members are: Daniel Camus (Chairman), Nathalie Bricault, Philippe
Donnet, Aliza Jabès and Pierre Rodocanachi.
Activities
Following their appointment, members of the committee are informed
as required of the accounting, financial and operational standards used
within the Company and the Group.
In 2013, the Audit Committee met four times in the presence of the
Company’s Statutory Auditors. The attendance rate was 95%. The
Audit Committee received information from, among other sources, the
Company’s Statutory Auditors, the Chief Financial Officer, the Deputy
Chief Financial Officers, the General Counsel, and the Senior Vice
President of Audit and Special Projects.
Its work primarily consisted of a review of:
the financial statements for fiscal year 2012, the 2013 semi‑annual
financial statements and the Statutory Auditors’ Reports;
the report of the Chairman of the Supervisory Board on corporate
governance and internal control and risk management procedures;
the Group’s financial position, its debt and cash available;
asset impairment tests;
the process for monitoring return on capital employed (ROCE);
changes in the Group’s obligations;
the internal audit of the headquarters and subsidiaries, internal
control procedures within the Group and the 2014 audit program;
analysis of risks, associated key audits and the activities of the
Risks Committee;
tax risks and changes in France’s tax laws and regulations;
the insurance program;
fees to be paid to Statutory Auditors;
implementation and follow-up of compliance procedures as applied
within each business unit;
data protection within the Group; and
current investigations and legal proceedings, in particular the
securities class action and the Liberty Media dispute in the United
States, as well as the legal proceedings brought by minority
shareholders against Activision Blizzard, its Board of Directors and
Vivendi, and the shareholders’ proceedings in France.
A special committee was also created around the Audit Committee,
open to all other members of the Board. It was given responsibility
for examining issues concerning the Group’s plan to separate
its Media and Telecommunications activities. In 2013, the special
committee met twice.
Human Resources Committee
Composition
The Human Resources Committee is comprised of seven members, five
of whom are independent. Its members are: Jacqueline Tammenoms
Bakker (Chair), Nathalie Bricault, Pascal Cagni, Yseulys Costes, Philippe
Donnet, Dominique Hériard Dubreuil, and Henri Lachmann.
Activities
In 2013, the Human Resources Committee met three times. The
attendance rate was 81.1%. Its work primarily consisted of:
fixed and variable compensation, and travel and entertainment
expenses of the members of the Management Board and its
Chairman;
compensation of the Chairman of the Supervisory Board;
compensation policies for 2013 and 2014;
performance share plans for Corporate Officers and employees of
the Group, and the allocation policy for such plans;
review and definition of the overall conditions applicable to
performance share plans;
review of the employment contracts of certain executives of the
Group and its subsidiaries;
review of succession plans within the Group;
retention of key employees;
review of the Company’s equal opportunity and gender parity
policies; and
the annual capital increase and leveraged share purchase plans
reserved for Group employees.
Corporate Governance and Nominating Committee
Composition
The Corporate Governance and Nominating Committee is comprised
of six members, four of whom are independent. Its members are:
Dominique Hériard Dubreuil (Chairman), Claude Bébéar (Non-Voting
Director), Vincent Bolloré, Henri Lachmann, Pierre Rodocanachi and
Jacqueline Tammenoms Bakker.
Activities
In 2013, the Corporate Governance and Nominating Committee met
seven times. The attendance rate was 83.8%. Its work primarily focused
on the following matters:
the Company’s corporate governance;
the composition of the Supervisory Board and its Committees;
the criteria of independence applicable to members
of the Supervisory Board;
review of the terms of office of certain members of the Supervisory
Board;
appointment of new members to the Supervisory Board;
assessment of the functioning of the Supervisory Board,
the Management Board and its Chairman;
Chairmanship and composition of the Management Board;
gender parity on the Supervisory Board;
