135
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Directors, Senior Management and Supervisory Bodies
succession plans;
trends in the Company’s share ownership; and
the method for appointing employee representatives
to the Company’s Supervisory Board.
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3.1.1.14. Compensation of Supervisory Board
Members and Chairman
Compensation of the Supervisory Board Chairman
On February 25, 2010, at a meeting of the Supervisory Board, upon the
recommendation of the Human Resources Committee, the Supervisory
Board resolved to set the compensation of its Chairman at €700,000
beginning May 1, 2010. The Chairman receives no director’s fee from
Vivendi or any of its subsidiaries. He has use of a company car and the
availability of a driver. His travel and entertainment expenses incurred
in the exercise of his duties are paid by the Company.
At its meetings of February 22, 2013 and February 21, 2014, the
Supervisory Board renewed the compensation of the Chairman of the
Supervisory Board with no changes.
Compensation paid to the Chairman of the Supervisory Board (in euros)
2011
2012
2013
Fixed compensation
700,000
700,000
700,000
Directors’ Fees
Within the limits approved by the Combined Shareholders’ Meeting held
on April 24, 2008 (€1.5 million per year), the payment of directors’ fees
to members of the Supervisory Board is based on actual attendance
at meetings and depends on the number of meetings held by the
Supervisory Board and the committees.
At its meeting held on March 6, 2007, the Supervisory Board decided
that, as of 2007, directors’ fees would be paid on a semi‑annual basis, in
arrears. In 2013, total director’s fees paid (before taxes and withholdings
at source) were €1,235,315. The individual breakdown is provided
below.
During the first half of 2013, director’s fees were allocated as follows:
each member of the Supervisory Board receives a fixed director’s fee
of €23,000 for a full year of service and a variable amount of €4,100
for each meeting attended. Each member of the Audit Committee
receives a fixed director’s fee of €20,000 for a full year of service, which
is doubled for the Chairman of the committee, and a variable amount
of €3,900 for each meeting attended. Each member of the Strategy
Committee, Human Resources Committee and Corporate Governance
and Nominating Committee receives a fixed director’s fee of €16,100 for
a full year of service, which is doubled for each Committee Chairman,
and a variable amount of €3,300 for each meeting attended. A fee of
€1,500 per meeting is paid to Supervisory Board members who attend
meetings of committees of which they are not members.
At its meeting of April 30, 2013, the Supervisory Board resolved to
amend the distribution of attendance fees for the second half of 2013
as follows: each member of the Supervisory Board receives a fixed
annual fee of €50,000, paid semi‑annually pro rata based on actual
attendance at each Board meeting; each committee member receives
an annual fee, also linked to attendance; each member of the Audit
Committee receives payment of a fee of €40,000, with €55,000 for
the Chairman; each member of the Strategy, Human Resources and
Corporate Governance and Nominating Committees receives payment
of an annual fee of €30,000, with €45,000 for Committee Chairmen;
permanent non-members of the Strategy Committee and Special
Committee receive payment of an additional annual fee of €10,000
subject to an attendance condition. The final total of attendance fees
will be adjusted for each member upon payment, depending on the
number of meetings and attendance rate.
Members of the Supervisory Board receive no other compensation from
the Company, with the exception of Ms. Nathalie Bricault, the member
of the Supervisory Board representing employee shareholders, who
holds an employee contract with Vivendi SA under which she receives
compensation commensurate with her position with the Company
(salary, profit sharing and performance shares).
