2013 Annual report - page 143

143
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Management Board
3.2.9.
Activities of the Management Board in 2013
In 2013, the Management Board met a total of 17 times. The attendance
rate at meetings of the Management Board was 100%. It considered,
among others, the following matters:
review and approval of the statutory and Consolidated Financial
Statements for fiscal year 2012, the 2013 budget, the quarterly and
semi‑annual 2013 financial statements and the 2014 preliminary
budget;
the calling of the General Shareholders’ Meeting of April 30, 2013;
the preparation of quarterly reports for the Supervisory Board;
the Group’s financial communications;
the Group’s financial position;
assessment of the quality and structure of the Group’s balance
sheet;
refinancing of the Company’s debt;
the renewal of the Euro Medium Term Notes (EMTN) program and
issuance of bonds;
the work of the Group’s Internal Audit department and conclusions
on the work of the Risks Committee;
the Group’s internal and external growth prospects;
principal strategic opportunities and initiatives;
activities of the Group’s main business units;
strategic review of Group assets;
preparation of the strategy review meetings concerning the Media
and Telco businesses;
the sale of the 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 the validation of the relevance of the plan to
separate the Group’s Media and Telecommunications businesses;
the Group’s compensation policy and the award of performance
shares and setting of the corresponding performance conditions;
development and retention of key employees;
gender parity within the Group;
review of the sustainable development report;
review of the business report and the corporate social responsibility
(“CSR”) report;
review of the Compliance Program;
increase in the share capital reserved for Group employees; and
monitoring of current investigations and legal proceedings, in
particular the securities class action and the Liberty Media dispute
in the United States; the minority shareholders’ proceedings against
Activision Blizzard, its Board of Directors and Vivendi; litigation
by shareholders in France; the action for 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.
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