163
Annual Report -
2013
-
Vivendi
3
Information About The Company | Corporate Governance |
Reports
4.3.
Internal Control Procedures
Vivendi strives to maintain the highest standards of internal control
and financial disclosure. In 2013, to support this objective, the Financial
Information and Communication Procedures Committee met five times.
This committee assists the Chairman of the Management Board and
the Chief Financial Officer to ensure that Vivendi fully complies with
its obligations to disclose information to investors, the public and the
regulatory and market authorities in France. It is chaired by the General
Counsel and is comprised of representatives from all the Company’s
corporate operational departments.
The information Vivendi is required to disclose within the committee’s
scope of work includes the periodic disclosure of documents to investors
and financial markets, in compliance with French financial market
regulations, press releases related to quarterly financial results and
presentation materials provided to investors and financial analysts.
A Risks Committee chaired by the Chairman of the Management Board
is responsible for strengthening risk management and prevention
measures within the Group. In 2013, the committee met twice.
The functions and activities carried out by these two committees in 2013
are presented in Sections 3.7 and 3.8 of Chapter 3 of this Annual Report.
4.3.1.
Definition and Objectives of Internal Control
The company manages internal control through a set of procedures
established by Vivendi’s Management Board and implemented by its
employees to ensure that the following objectives are achieved:
compliance with laws and regulations as well as adherence to the
Group’s corporate values;
the implementation of guidelines and strategies established by the
Management Board;
the prevention and monitoring of operational and financial risks as
well as the management of risk of fraud and error;
the optimization of internal processes to ensure effectiveness of
operations and efficient use of resources; and
completeness and accuracy of accounting, financial and
management information.
To achieve each of these objectives, Vivendi has defined and
implemented general principles of internal control based to a large
degree on the framework established by the report of the Committee
of Sponsoring Organizations of the Treadway Commission (COSO)
published in 1992, as well as the reference framework of internal
monitoring processes and the recommendations published by the French
Autorité des marchés financiers
(AMF).
These principles are based upon:
a policy that contributes to promoting a culture of internal control
and the principles of integrity;
identification and analysis of risk factors that may adversely impact
the achievement of the Group’s objectives;
the organization and establishment of procedures aimed at ensuring
the implementation of the goals set by the Management Board;
periodic review of control measures and an on-going search for
areas of improvement; and
the process of distributing information relating to internal control.
However, as with any system of control, the application of these
principles cannot provide an absolute guarantee that all risks will be
completely eliminated or controlled.
4.3.2.
Scope of Internal Control
Vivendi is organized into five business units: the Canal+ Group, the
Universal Music Group, GVT, SFR and Maroc Telecom and a holding
entity. Each of these entities must implement the strategies set by
the Management Board, including objectives in the area of internal
control. Each entity has a tailored set of internal control measures that
includes both the implementation of the Group’s procedures and the
definition and implementation of procedures specific to each business
unit, depending on its organization, culture, risk factors and operational
requirements. Vivendi, as the parent company, ensures that such
internal control measures exist and adequately address the needs of
each entity, particularly with respect to the accounting and financial
procedures applied by Group entities that are fully consolidated.
