146
Annual Report -
2013
-
Vivendi
Information About The Company |
Corporate Governance
| Reports
3
Compensation of Directors and Officers
3.3.1.
Status and Compensation of Members of the Management Board
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3.3.1.1. Employment Contract of the Chairman
of the Management Board
After a review by the Human Resources Committee and the Governance
and Nominating Committee of the status of Mr. Jean-François
Dubos, Chairman of the Management Board since June 28, 2012,
the Supervisory Board resolved to maintain his employment contract
in view of his seniority with the Group (being an employee since
October 1, 1991) and his age, and determined that it was not necessary
to request that he waive it. His employment contract has therefore been
suspended since his appointment as Chairman of the Management Board.
He is eligible for the mandatory and supplementary retirement plans based
on social security (AGIRC and ARRCO) and the supplemental Vivendi SA
plan and the providential plan (mutual and death-disability insurance),
underwritten for all Vivendi SA employees under identical conditions.
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3.3.1.2. Compensation of the Chairman
of the Management Board
In 2013, the fixed compensation of the Chairman of the Management
Board totaled €700,000 before taxes and benefits. On December 11,
2013, it was increased by resolution of the Supervisory Board
to €900,000 as of January 1, 2014, in view of his extended and
extraordinary term, which was intended only to be interim, and in
recognition of his contributions and commitment during a major
business turning point.
The variable portion of the compensation of the Chairman of the
Management Board may represent 100% (target) to 180% (maximum)
of the fixed portion, depending upon satisfaction of the quantitative and
qualitative targets.
For fiscal year 2013, at its meeting of February 21, 2014, the Supervisory
Board, at the proposal of the Human Resources Committee, reviewed
the level of satisfaction of the financial objectives and priority actions it
had set at its meeting of February 22, 2013. For 2013, it acknowledged
the particular contribution of the Chairman of the Management Board to
certain structuring issues critical to the Group’s future (in particular, the
sale of Activision Blizzard, the purchase of minority interests in Canal+
France and his management of the Group’s plan for a split).
The Supervisory Board confirmed that the targets that had been set were
exceeded, based on both quantitative criteria (66%) and qualitative
criteria (80.3%). For fiscal year 2013, the variable compensation rate
of the Chairman of the Management Board was consequently set at
146.3% of his fixed compensation. For 2013, his variable compensation,
paid in 2014, totals €1,024,000 before taxes and benefits.
The compensation (fixed and variable) of the Chairman of the
Management Board is the 15
th
largest paid in the Group in respect
of fiscal year 2013.
On February 22, 2013, the Chairman received an award of 100,000
performance shares. The Supervisory Board sought to ensure the
active commitment of the Chairman of the Management Board up to
the end of the first half of 2014, during a critical period for the Group,
and on December 11, 2013, resolved to grant him 70,000 performance
shares, the vesting of which is subject to a more restrictive presence
condition
(a)
.
In accordance with plan regulations, these shares, which are subject to
performance conditions, will not vest until 2017.
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3.3.1.3. Severance Payments for the Chairman
of the Management Board
Mr. Jean-François Dubos receives no severance payment for his term
of office, nor any contractual payment under his employment contract.
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3.3.1.4. Employment Contract of Mr. Philippe
Capron, Member of the Management
Board (up to December 31, 2013)
As a result of his resignation, Mr. Philippe Capron received no
contractual severance payment. Moreover, he lost the benefit of the
current Vivendi SA supplemental retirement plan. Grants of stock
options and rights to performance shares that had been awarded
to him respectively in 2012 and 2013, were canceled.
Under his employment contract and at the Company’s request,
Mr. Philippe Capron provided partial prior notice up to the end of
the first half of 2014, in order to actively support implementation of
the planned separation of the Group’s Media and Telecom activities
that had been initiated prior to his departure.
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3.3.1.5. Compensation of Mr. Philippe Capron,
Member of the Management Board
(up to December 31, 2013)
In 2013, Mr. Philippe Capron’s fixed compensation totaled €450,000
before taxes and benefits.
At the meeting of the Supervisory Board on February 21, 2014,
in calculating the variable portion for fiscal year 2013 for
Mr. Philippe Capron, which is paid in 2014, the Supervisory Board, at the
proposal of the Human Resources Committee, examined the satisfaction
of financial objectives and priority actions that had been set at the
Management Board Meeting of February 22, 2013.
After confirming the level of satisfaction of the quantitative criteria
(66%) and qualitative criteria (62%), Mr. Philippe Capron’s rate of
variable compensation for fiscal year 2013 was set at 128% of his total
fixed compensation. His variable compensation for 2013, paid in 2014,
totaled €576,000 before taxes and benefits.
(a)
The Chairman of the Management Board is entitled to exercise his retirement rights at any time while retaining the benefit of the grants under the plans’ regulations.
This condition has been tightened to require the Chairman of the Management Board to remain active with the Company until after the end of the first half of 2014, until
completion of the Group’s planned split.
