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3
Directors, Senior Management and Supervisory Bodies
Information about the Company |
Corporate Governance
| Reports
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3.1.1.3.
Stock Trading Ethics
In compliance with the recommendations of the AFEP/MEDEF Code,
hedging of transactions by means of short selling or using derivative
financial instruments or options contracts of any kind is prohibited for all
company officers and employees.
Any direct or indirect sale and purchase transactions by members of the
Supervisory Board involving the Company’s securities, whether by way of
open market or off-market trading, are forbidden during blackout periods,
namely those communicated to the members of the Supervisory Board by
the General Counsel, and during the period:
p
p
from the date on which members of the Supervisory Board become
aware of specific market information in relation to 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 this information is made public; and
p
p
of 30 calendar days preceding and including the day of publication
of the Company’s quarterly, semi-annual and annual financial
statements.
The Chairman of the Corporate Governance, Nominations and
Remuneration Committee must be informed as soon as possible by any
member of the Supervisory Board of any material purchase, subscription,
sale or swap transaction involving securities issued by the Company
which, while not falling within the scope of the above paragraph, is
entered into by any relative of, or entities connected with, such member
or the member’s relatives, and where such transaction was recommended
by such member or where such member was informed of its existence.
The General Counsel must also inform the Chairman of the Corporate
Governance, Nominations and Remuneration Committee of any
transactions declared pursuant to the above paragraph.
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3.1.1.4.
Family Relationships
To the Company’s knowledge, there are no family ties between members
of the Supervisory Board or between any of them and any member of the
Management Board.
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3.1.1.5.
Absence of Conflicts of Interest
To the Company’s knowledge, there are no actual or potential conflicts of
interest between Vivendi and any member of the Supervisory Board with
regard to their personal interests or other responsibilities.
Pursuant to the internal rules of the Supervisory Board, members of the
Supervisory Board have a duty to inform the Supervisory Board of any
actual or potential conflict of interest situation they have encountered, or
might encounter in the future. When the Supervisory Board discusses any
matter relating, directly or indirectly, to one of its members, the member
concerned may be asked to leave the Supervisory Board meeting during
the deliberation and voting process.
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3.1.1.6.
Absence of any Conviction for Fraud,
Liability Associated with a Business Failure,
Public Accusation and/or Sanction
Over the past five years, to the Company’s knowledge:
p
p
no member of the Supervisory Board has been convicted of any fraud-
related matter;
p
p
no member of the Supervisory Board has been associated with
bankruptcy, receivership or liquidation while serving on an
administrative, management or supervisory body;
p
p
no official public accusation or penalty has been brought against or
imposed on any member of the Supervisory Board; and
p
p
no member of the Supervisory Board has been prevented by a court
from acting as a member of an administrative, management or
supervisory body or from participating in the management of a public
issuer.
On January 22, 2014, pursuant to Articles 187
ter
and 187
quinquies
of
Italian Legislative Decree 58/1998 (
Testo Unico della Finanza
), Financière
du Perguet and Financière de l’Odet as well as Mr. Vincent Bolloré, were
jointly and severally ordered to pay an administrative fine of €1 million
each in relation to the companies’ acquisition of 3% of the capital of
the Italian company Premafin (excluding any personal acquisition), and
obligated not to hold Corporate Officer positions in Italy for a period of
18 months, which had no affect as the latter held no such officer positions
on that date.
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3.1.1.7.
Agreements between the Company
and Members of the Supervisory Board –
Service Contracts
There are no service agreements or contracts between any member of
the Supervisory Board and the Company or any of its subsidiaries that
grant benefits to such members under the terms of such agreements or
contracts.
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3.1.1.8.
Loans and Guarantees Granted
to Members of the Supervisory Board
The Company has not granted any loans or issued any guarantees to any
member of the Supervisory Board.
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3.1.1.9.
Internal Regulations and Jurisdiction
of the Supervisory Board
Authority and Functions of the Supervisory Board
pursuant to French Law and the Company’s By-Laws
As required by law, the Supervisory Board continuously monitors the
management of the Company by the Management Board. It may proceed
with any verification or control it deems appropriate and is provided
with all documents it deems useful to the fulfillment of its purpose and
functions.
Internal Regulations
The Internal Regulations of the Supervisory Board is a purely internal
document intended to supplement the Company’s by-laws by setting forth
the Supervisory Board’s operational procedures and the rights and duties
of its members. It is not enforceable against third parties and may not be
appealed by them against members of the Supervisory Board.
Functions and Powers of the Supervisory Board
under the Internal Regulations
The following transactions require the prior approval of the Supervisory
Board:
p
p
disposals of real estate property or the sale of all or a portion of
investments in companies, where any individual transaction exceeds
€300 million;
p
p
issues of securities that, directly or indirectly, give right to the share
capital of the Company or issues of convertible bonds, in excess of
€100 million;
p
p
issues of non-convertible bonds in excess of €500 million, except
for transactions for purposes of renewing debt obligations on more
favorable terms than those initially granted to the Company;
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Annual Report 2014