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the grant of performance shares to members of the Management
Board and executives of the business units;
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review of the Company’s equal opportunities policy; and
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the employee shareholding policy and status.
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3.1.1.12. Assessment of the Supervisory Board’s
Performance
On a regular basis, and at least once every three years, the Supervisory
Board undertakes a formal assessment of its performance alongside
the Corporate Governance, Nominations and Remuneration Committee.
In February 2015, this assessment was completed on the basis of a
questionnaire given to each member of the Supervisory Board and
through individual interviews led by Vivendi’s General Counsel. In
addition, every year, one item on the agenda is dedicated to a discussion
of the performance of the Supervisory Board.
The assessment conducted in February 2015 revealed that the majority of
the members of the Supervisory Board are satisfied with the current size
and composition of the Supervisory Board in terms of age, nationality and
diversity, as well as expertise, culture and experience. They also believe
that the time-frames for calling meetings, the frequency, duration and
conduct of Board meetings, the consideration given to their requests,
the division of work between the Supervisory Board and the committees,
and the involvement of the Supervisory Board and the committees in the
major decisions of the Company is satisfactory.
The majority of the Supervisory Board members would like to devote
more time to strategic issues. This request has already been accepted
and a Supervisory Board meeting dedicated to the group’s strategic
challenges, attended by the business units, is scheduled for May 2015.
Generally, the members of the Supervisory Board believe they receive the
information they need to function effectively on the Supervisory Board.
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3.1.1.13. Committees of the Supervisory Board
Organization and Operating Procedures of the Committees
Until June 24, 2014, four specialized committees assisted the Supervisory
Board in fulfilling its duties: the Strategy Committee, the Audit
Committee, the Human Resources Committee, and the Governance and
Nomination Committee.
Since the work assigned to the Strategy Committee as part of the
strategic review launched in the summer of 2012 was completed, and
given the fact that, in the context of the group’s growth, all members
of the Supervisory Board had to participate in a review of both organic
operations and strategic acquisitions, the Strategy Committee was
discontinued. In addition, after noting that the work and line of thinking
of the Governance and Nomination Committee and the Human Resources
Committee overlapped and were complementary, the Supervisory Board
decided to combine these two committees into a single Committee, the
Corporate Governance, Nominations and Remuneration Committee.
As a result, since June 24, 2014, two specialized committees have
been assisting the Supervisory Board in fulfilling its duties: the
Audit Committee and the Corporate Governance, Nominations and
Remuneration Committee. The members of these committees are
indicated below.
The functions of the committees may not include delegating powers
granted to the Supervisory Board by law or pursuant to the Company’s
by-laws, or reducing or limiting the powers of the Management Board.
Within the scope of the powers granted to it, each Committee issues
proposals, recommendations or advice, as required.
The Supervisory Board has appointed a Chairman for each Committee. The
two Committees of the Supervisory Board are comprised of Supervisory
Board members, appointed by the Supervisory Board. The members are
appointed on a personal basis and cannot be represented by a delegate.
Each Committee determines the frequency of its meetings, which are held
at the registered office of the Company or in any other place that may be
agreed by the Chairman of the Committee. Committee meetings can also
be held using videoconferencing or other telecommunications technology.
The Chairman of each Committee sets the agendas for meetings after
consultation with the Chairman of the Supervisory Board. Minutes of
each Committee meeting are drafted by the General Counsel, under the
authority of the Chairman of the relevant Committee, and are sent to
the members of the relevant Committee and to all other members of the
Supervisory Board. Information about the committees’ work is included
below.
Each Committee may request from the Management Board any document
it deems useful to fulfill its purpose and functions. The Committee
may carry out or commission surveys to provide information for the
Supervisory Board’s discussions, and may request external consulting
expertise as required.
The Chairman of a Committee may invite the members of the Supervisory
Board, as well as any other person, to attend a meeting of such
Committee. However, only Committee members can take part in its
deliberations. Each Committee may decide to invite any individual of its
choice to its meetings, as needed.
List of Committee members
Audit Committee
Corporate Governance, Nominations and Remuneration Committee
Daniel Camus (Chairman)
Nathalie Bricault
Pascal Cagni
Alexandre de Juniac
Henri Lachmann
Pierre Rodocanachi
Philippe Bénacin (Chairman)
Claude Bébéar (Non-Voting Member)
Paulo Cardoso
Philippe Donnet
Aliza Jabès
Virginie Morgon
Pierre Rodocanachi
Katie Stanton
In addition to permanent committees, the Supervisory Board may
establish
ad hoc
committees comprised of all or some of its members,
each for a limited term and for specific purposes, for exceptional
operations or tasks based on their importance or nature.
An
ad hoc
Committee was set up at the beginning of 2014, in order to
review, among other things, offers received for the purchase of SFR.
It was made up of Mr. Henri Lachmann (Chairman), Mr. Daniel Camus,
Mr. Alexandre de Juniac and Ms. Nathalie Bricault. This Committee
met eight times in April 2014 and the rate of attendance at its meetings
was 97%.
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Annual Report 2014