281
Annual Report -
2013
-
Vivendi
4
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |
Consolidated
Financial Statements
| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
Note 22. Share-based compensation plans
The value of the equity-settled instruments is estimated and set at grant date. For the main 2013 and 2012 performance share, stock option and bonus
share plans, the applied assumptions were as follows:
2013
2012
Grant date
February 22,
July 16,
(a)
April 17,
Data at grant date:
Option strike price
(in euros)
(b)
na
na
13.63
Share price
(in euros)
14.91
15.75
12.53
Expected volatility
na
na
27%
Expected dividend yield
6.71%
6.35%
7.98%
Performance conditions achievement rate
(c)
100%
na
100%
na: not applicable.
(a)
Vivendi granted 50 bonus shares to the employees of all the group’s French subsidiaries (see below).
(b)
In accordance with legal requirements, the number and strike price of stock options, as well as the number of performance shares in connection
with outstanding plans, were adjusted to take into account the impact, for the beneficiaries of the following distributions (please refer to Note 19)
by a withdrawal from reserves:
–– on May 9, 2012: grant to each shareowner of one bonus share per 30 shares held; and
–– on May 17, 2013: dividend distribution with respect to fiscal year 2012.
These adjustments have no impact on share-based compensation expense related to the relevant stock option and performance share plans.
(c)
The objectives underlying the performance conditions are assessed on a two-year period. The definitive grant is effective upon the satisfaction of
the following performance conditions:
–– internal indicators (70%): for corporate head office, group EBITA margin and for each subsidiary, its EBITA margin, as a function of the
cumulative income from fiscal years 2013 and 2014 (compared to the EBITA margin in 2012 and 2013 for the whole group, including corporate
head office and its subsidiaries related to plans granted in 2012); and
–– external indicators (30%): performance of Vivendi’s share price over two years, according to the Dow Jones Stoxx Telecom index (70%) and
according to the Media index comprised of a pre-established panel (30%).
The definitive grant of stock options and performance shares of April 17, 2012 became effective as of December 31, 2013. The acquisition of these
instruments is conditional upon active employment at the vesting date.
Performance share plans
Performance shares granted in 2013 and 2012 will vest at the end
of a two-year period. The compensation cost is therefore recognized
on a straight-line basis over the vesting period. Performance shares
are available at the end of a four-year period from the date of grant.
However, as the shares granted are ordinary shares of the same
class as existing shares making up the share capital of Vivendi SA,
employee shareholders are entitled to the dividends and voting rights
attached to these shares from the end of the two-year vesting period.
The recognized compensation cost corresponds to the value of the equity
instruments received by the beneficiary, and is equal to the difference
between the fair value of the shares to be received and the discounted
value of dividends that were not received over the vesting period.
On February 22, 2013, 2,573 thousand performance shares were
granted, compared to 1,818 thousand granted on April 17, 2012. After
taking into account a discount for non-transferability of 8.3% of the
share price on February 22, 2013 (7.1% on April 17, 2012), the fair
value of each granted performance share was €11.79, compared to
€9.80 per share on April 17, 2012 corresponding to a global fair value of
€30 million (compared to €18 million in 2012).
Stock option plans
Stock options granted in 2012 will vest at the end of a three-year period
and expire at the end of a ten-year period (with a 6.5 year expected
term) and the compensation cost determined at grant date is recognized
on a straight-line basis over the vesting period. In 2013, Vivendi did not
grant any stock options. On April 17, 2012, 2,514 thousand stock options
were granted. After taking into account a 2.35% risk-free interest rate,
the fair value of each option granted was €0.96, corresponding to a
global fair value of €2 million.
50 bonus share plan
On July 16, 2012, Vivendi granted a 50 bonus share plan per employee
of all the group’s French subsidiaries. These shares will be issued at the
end of a two-year period, i.e., July 17, 2014, subject to the employee
being in active employment at this date and without any performance
conditions. The compensation cost is therefore recognized on a straight-
line basis over this period. The shares will only be available after
another two-year period. However, as the shares granted are ordinary
shares of the same class as existing shares making up the share capital
of Vivendi SA, employee shareholders will be entitled to the dividend
and voting rights relating to these shares from the end of the two year
vesting period.
On July 16, 2012, 729 thousand bonus shares were granted. After taking
into account a discount for non-transferability of 9.3% of the share price
on July 16, 2012, the fair value of each granted bonus share was €12.40,
a total of €9 million.
