164
Annual Report -
2013
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Vivendi
3
Information About The Company | Corporate Governance |
Reports
4.3.3.
Internal Control Components
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4.3.3.1. Control Environment
Rules of Conduct and Ethics Applicable to All Employees
Vivendi ensures that all aspects of corporate responsibility are taken
into account. Vivendi has therefore adopted a charter of the Group’s
values which includes consumer focus, creativity, ethics, cultural
diversity and corporate and social responsibility. Vivendi is a signatory
of the United Nations Global Compact.
A Compliance Program also sets general rules of ethics applicable to
all Group employees regardless of their seniority and position. These
rules, available on the Vivendi website at
ver
the following areas: employees’ rights, integrity and protection of
information and personal data, prevention of conflicts of interest,
commercial and financial ethics, protection of the Group’s assets
and resources, respect for the environment and corporate social
responsibility.
The Compliance Program has three major purposes:
to raise awareness for the Group’s employees and provide them
with a reference tool to guide them in determining appropriate
courses of action;
to reduce the risks of triggering civil and criminal liability for both
the Group’s employees and companies; and
to discuss in depth a cross-disciplinary theme each year. For this
purpose, over the past five years, the following topics have been
addressed: conflicts of interest, protection of personal data,
preservation of tangible and intangible data, anti-corruption
measures and the proper use of digital media within social
networks. The 2013 report surveys subsidiaries to measure the
effectiveness of their codes of conduct.
The compliance program establishes rules of conduct based on general
principles of international law, including those established by the OECD,
ILO and European Community law, as well as legislation in various
countries, principally those of France and countries with legal systems
based on common law. Following this approach, each operational
business unit has also established its own Code of Ethics.
The Group’s legal teams and the Compliance Officers of the principal
business units, coordinated by the Group’s General Counsel, work to
ensure the overall consistency of the program. An annual Activity report
is prepared and presented by Vivendi’s General Counsel to the Audit
Committee, which then reports to the Supervisory Board.
The protection of personal data remains a major concern for Vivendi.
Accordingly, the general counsels of the various business and legal
departments within the Group have been made aware of the updated
Charters on data and content protection and of the Good Practices
Guidelines in matters of sensitive data protection.
Responsibilities and Commitments of each Business Unit’s
General Management
Every six months, the Chairman and Chief Financial Officer of each
business unit signs a representation letter certifying compliance with
internal control procedures relating to the preparation of financial
statements and financial and industry-based information items, to
ensure the accuracy, integrity and reliability of the financial information
disclosed.
At the proposal of the Audit Committee, Vivendi established a Code
of Financial Ethics. It applies to the senior executives of Vivendi SA
responsible for communications and financial and accounting reporting.
Rules on Market Ethics
Vivendi complies with the General Regulations of the AMF as well
as with the recommendations of the AFEP and MEDEF. Consequently,
purchase and sale transactions involving company securities are
prohibited during the period from the date on which a member of the
Supervisory Board or the Management Board becomes aware of precise
market information concerning the Company’s day-to-day business or
prospects which, if made public, would be likely to have a material
impact on the Company’s share price, up to the date on which this
information is made public. In addition, such transactions are prohibited
for 30 calendar days preceding and including the day of publication of
the Company’s quarterly, half-yearly and annual financial statements.
The company prepares and distributes a summary schedule setting out
the periods during which transactions involving company shares are
prohibited (“blackout periods”). Pursuant to the consolidated AFEP and
MEDEF code, all hedging transactions of any kind on the Company’s
securities following the exercise of stock options are prohibited.
Blackout periods are the subject of individual reminders sent via e-mail
whenever necessary including before each identified Financial Reporting
period.
Delegation of Powers
The delegation of operational powers, whether on a single occasion
or on a recurring basis, is one of the responsibilities of the General
Management of Vivendi and of the General Management of each of its
business units. These delegated powers are updated and formalized on
a regular basis in accordance with the evolving role and responsibilities
of the relevant delegate.
