142
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Management Board
3.2.3.
Family Relationships
To the Company’s knowledge, no family relationships exist between any
of the members of the Management Board, or between any of them and
any member of the Supervisory Board.
3.2.4.
Absence of Conflicts of Interest
To the Company’s knowledge, there are no actual or potential conflicts
of interest between Vivendi and the members of the Management Board
with regard to their personal interests or other responsibilities.
3.2.5.
Absence of Any Conviction for Fraud, Liability Associated with a Business Failure
or Public Prosecution and/or Sanction
Over the past five years, to the Company’s knowledge, no member of
the Management Board has been convicted of any fraud-related matter,
no official public prosecution or sanction has been filed against any
member of the Management Board, no member of the Management
Board has been associated with a bankruptcy, receivership or liquidation
while serving on an administrative, management or supervisory body
of a public company, or 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.
3.2.6.
Agreements between the Company and Members of the Management Board -
Service Contracts
As Corporate Officers, members of the Management Board are bound by
an employment contract with the Company. The employment contract of
the Chairman of the Management Board has been suspended effective
from the date of his appointment on June 28, 2012.
No member of the Management Board is party to a service agreement
entered into with Vivendi or any of its subsidiaries, pursuant to which
such member may be entitled to receive any benefits.
3.2.7.
Loans and Guarantees Granted to Members of the Management Board
The Company has not granted any loans or issued any guarantees to any
member of the Management Board.
3.2.8.
Jurisdiction and Internal Regulations of the Management Board
■
■
Authority and Functions of the Management Board
Pursuant to Law and the Company’s By-Laws
With respect to third parties, the Management Board is granted the
broadest powers to act in any circumstance on behalf of the Company,
subject to the scope of the Company’s corporate purpose and to
those situations where such power is expressly granted by law to the
Supervisory Board or the Shareholders’ Meetings, and to matters that
require the prior approval of the Supervisory Board.
■
■
Internal Regulations
The Internal Regulations of the Management Board is an internal
document that aims to ensure that the Company’s Management Board
functions properly and adheres to the most recent rules and regulations
in furtherance of good corporate governance. Third parties cannot rely
on the Internal Regulations when pursuing any claim against members
of the Management Board.
The Management Board is responsible for the day-to-day management
of the Company and for the conduct of its business. Pursuant to
applicable law, the Company’s by-laws and the Supervisory Board’s
internal rules, the Management Board must obtain prior authorization
from the Supervisory Board in certain circumstances.
