145
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Compensation of Directors and Officers
Applicable Criteria for Assessing Performance since 2012
On February 29, 2012, at the proposal of the Human Resources
Committee, the Management Board and Supervisory Board held a
meeting and set the following conditions, as presented to the Combined
General Shareholders Meeting on April 21, 2011:
To better assess long-term performance, it was resolved to apply
internal financial criteria different from those used in setting the
variable portion of the compensation of corporate directors and to apply
external criteria to take into account the alignment of the interests of
management with those of the shareholders.
For corporate management and the senior officers of Vivendi SA, the
internal indicator (with a weighting of 70%) is the Group’s EBITA margin
(adjusted operating income).
Since 2013, to address the need to motivate corporate management
and senior officers of each subsidiary to increase the income of their
entities, the grant of performance shares has been linked to the EBITA
margin of the subsidiary for which they work. Achievement of this
financial objective is assessed once only, at the end of two cumulative
fiscal years.
The external indicator (with a weighting of 30%) is Vivendi’s stock price
performance assessed over two consecutive trading years, compared to
a basket of indices: the Dow Jones Stoxx Telecom (70%) and a portfolio
of Media stocks (30%). To account for changes in the Group’s structure
in 2013, especially the sale of Activision Blizzard, beginning in 2014, it
was resolved to apply the following two indices: the STOXX
®
Europe 600
Media (55%) and the STOXX
®
Europe 600 Telecommunications (45%).
Calculation
All shares and options vest after two years subject to an attendance
condition, if the weighted sum of internal and external indicators meets
or exceeds 100%; 50% of shares and options vest if the weighted sum
of the indicators meets the value for the thresholds (50%); and no
shares and options vest if the weighted sum of the indicators is less
than the value corresponding to the thresholds (50%). An arithmetic
calculation is performed for interim results.
Deferred Commitments
Long-Term Cash Incentive
No long-term cash incentive has been granted to members of the
Vivendi SA Management Board.
Non-competition Payments
Members of Vivendi’s Management Board and the corporate directors of
its major subsidiaries do not receive this type of payment.
Severance Payments
Corporate directors do not receive any type of severance payment
resulting from termination of their terms of office. Except for the
Chairman of Vivendi SA’s Management Board, corporate directors are
contractually entitled to severance payment in the event of termination
of their employment contract at Vivendi’s initiative. These payments are
currently limited to 18 months of salary (fixed + target variable).
Supplemental Defined-Benefit Retirement Plan
The Chairman of the Management Board, similarly to a number of
Vivendi SA’s corporate directors, is eligible for the supplemental
retirement plan, as implemented in December 2005 and approved by
the Combined General Shareholders’ Meeting of April 20, 2006. The
main terms of the supplemental retirement plan include: (i) a minimum
of three years’ seniority with the Company; (ii) progressive maximum
acquisition of seniority rights, limited to 20 years, which, according to a
sliding scale, is not to exceed 2.5% per year and is progressively reduced
to 1%; (iii) benchmark salary for calculating retirement payments: an
average of the past three years of fixed and variable compensation, if
this average exceeds 13 maximum annual social security payments;
(iv) “double ceiling”: benchmark salary and a maximum of 60 times the
social security maximum; (v) acquisition of rights subject to an upper
limit of 30% of benchmark salary; and (vi) reversion to 60% in the event
of death.
In 2013, the provision taken with respect to this retirement plan totaled
€249,177. The rights acquisition is already subject to a maximum of
30% of benchmark salary, taking into account the 23 years of seniority
of the Chairman of the Management Board. At year-end 2013, this
totaled €999,367.
