165
Annual Report -
2013
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Vivendi
3
Information About The Company | Corporate Governance |
Reports
4.4.
Risk Monitoring and Management
Vivendi’s Risks Committee is in charge of identifying and reviewing
measures to manage risks within business units that are likely to affect
fulfillment of the Group’s objectives. It is chaired by the Chairman of the
Management Board and includes the following permanent members:
the Chief Financial Officer, the General Counsel and the Senior Vice
President, Internal Audit Director. The business units are invited to
attend meetings, depending on the agenda. The committee provides a
report of its work to the Audit Committee of Vivendi’s Supervisory Board.
Vivendi’s Risks Committee is responsible for making recommendations
to the Management Board in the following areas:
identifying and assessing risks that may arise from the conduct
of operations within the Vivendi Group, including corporate and
environmental risks, risks relating to compliance with laws and
regulations, risks relating to ethics, competition and conflicts
of interest and risks associated with the security of information
systems;
reviewing the adequacy of risk coverage and the level of residual
risk;
reviewing insurable risks and insurance programs; and
identifying risk factors and forward-looking statements publicly
disclosed by the Group.
At the Group level, risks are assessed based on a qualitative and
quantitative approach in reference to each business unit.
In 2013, this committee met twice. The main topics addressed were:
a review of risk mapping;
sensitive data, availability and continuity of information systems
at SFR, the Canal+ Group and the Universal Music Group;
organizational adaptation to market and strategy developments
at the Universal Music Group; and
EMI’s integration into the Universal Music Group.
The principal risks faced by the Company are described in the risk
factors section of Chapter 1 of this Annual Report and in Chapter 4,
Note 24 to the Consolidated Financial Statements relating to market risk
management and derivative financial instruments.
Vivendi’s legal department provides for the prevention and management
of risks relating to ethics, competition and conflicts of interest. The
management of financial risks, including liquidity, interest and exchange
rates, is carried out by Vivendi’s Finance and Treasury department
through a centralized organization at the Company headquarters.
Operational risks are managed by the business units taking into
account specific aspects of their operations (e.g., regulatory risks in
the Telecommunication and Pay-TV businesses, risks associated with
infringement of intellectual property rights in the music business,
risks associated with piracy and counterfeiting in the film and music
businesses).
The policy of covering insurable risks, such as damage and operating
losses from an accident and civil liability, is monitored by Vivendi’s
Insurance department in collaboration with the Finance and legal
departments. Current insurance programs are described in Chapter 1 of
this Annual Report.
In 2013, all documentation presented to the Risks Committee was
communicated to the Statutory Auditors of the Company. In addition, at
each meeting of the Audit Committee, the Statutory Auditors receive a
summary of the work performed by the Risks Committee.
4.4.1.
Internal Control Activities
Control activities are primarily performed by the functional and
operational management teams in accordance with existing reference
procedures.
The following bodies ensure the monitoring of internal control
measures:
Audit Committee
The Audit Committee is comprised of independent members of the
Supervisory Board. Pursuant to the powers conferred upon it, the
Audit Committee prepares the decisions of the Supervisory Board and
provides recommendations or issues opinions to the Supervisory Board
on a wide range of matters. In 2013, at the proposal of its Chairman,
the Audit Committee established a multi-year program, approved by its
members. This program specifically covers:
a review of the quarterly Consolidated Financial Statements
and annual financial statements of Vivendi SA, prepared by the
Management Board;
a review of impairment tests;
monitoring of the Company’s cash and any alerts as to potential
related issues;
a review of the assessment and coverage of operational and
financial risks;
appointment and compensation of the Statutory Auditors;
changes in accounting standards, methods and accounting
principles, the Company’s scope of consolidation and the Company’s
off balance sheet commitments;
the consistency and effectiveness of internal control measures and
a review of this report;
a review of tax-related risks;
a review of principal litigation issues including legal and regulatory
issues;
a review of the insurance program;
a review of material internal control weaknesses and, to the extent
applicable, a review of corruption and fraud cases;
a review of ethics compliance; and
a review of the Annual Report on the Compliance Program, the
proposal of any measure likely to improve its effectiveness and, if
necessary, the formulation of an opinion on this review.
A report is regularly presented by the Chairman of the Audit Committee
to the Vivendi Supervisory Board and sent to every member of the
committee and Supervisory Board.
Vivendi chairs the Audit Committees of its subsidiaries SFR,
Maroc Telecom, GVT and the Universal Music Group.
