Annual report 2014

Directors, Senior Management and Supervisory Bodies

Information about the Company |

Corporate Governance

| Reports

Audit Committee

Composition

Until June 24, 2014, the Audit Committee comprised five members, four

of whom were independent and all of whom had finance or accounting

expertise. Its members were: Daniel Camus (Chairman), Nathalie Bricault,

Philippe Donnet, Aliza Jabès and Pierre Rodocanachi.

Since June 24, 2014, the Audit Committee has been composed of six

members, four of whom are independent and all of whom have finance

or accounting expertise. Its members are: Daniel Camus (Chairman),

Nathalie Bricault, Pascal Cagni, Alexandre de Juniac, Henri Lachmann

and Pierre Rodocanachi.

Functions

Following their appointment, members of the Committee are informed

as required of the accounting, financial and operational standards used

within the Company and the group.

In 2014, the Audit Committee met six times, five of which were in the

presence of the Company’s Statutory Auditors. The attendance rate was

81.1%. The Audit Committee received information from, among other

sources, the Company’s Statutory Auditors, the Chief Financial Officer,

the General Counsel, the Deputy Chief Financial Officers, the Senior Vice

President of Taxes and the Senior Vice President of Audit and Risks.

Its work primarily consisted of a review of:

the financial statements for fiscal year 2013, the 2014 quarterly and

semi-annual financial statements and the Statutory Auditors’ Reports;

the achievement rates for Corporate Officers in respect of the 2013

bonuses;

the 2014 and 2015 budgets and the 2015-2019 business plan;

the report of the Chairman of the Supervisory Board on corporate

governance and internal control and risk management procedures;

the group’s financial position, its debt and cash available, and in

particular the opportunity for the early repayment of bonds;

asset impairment tests;

the process for monitoring return on capital employed (ROCE);

the process for monitoring changes in accounting standards and the

accounting impact resulting from sale transactions in progress or

completed;

detailed review of post-acquisition audits and profit on asset

disposals;

changes in the group’s undertakings;

the internal audit of the headquarters and subsidiaries, internal

control procedures within the group and the 2014 and 2015 audit

programs;

analysis of risks, associated key audits and the operations of the

Risks Committee;

tax risks and changes in France’s tax laws and regulations;

the insurance program;

Statutory Auditors’ fees;

implementation and follow-up of compliance procedures as applied

within each business unit; and

current investigations and legal proceedings, in particular the

securities class action and the Liberty Media dispute in the United

States, as well as the legal proceedings brought by minority

shareholders against Activision Blizzard, its Board of Directors and

Vivendi, and the shareholders’ proceedings in France.

ad hoc

Committee, which was open to all other members of the

Supervisory Board, was also set up in 2013 and existed until the

beginning of the first quarter of 2014. The purpose of the Committee was

to examine issues concerning the group’s plan to separate its Media and

Telecommunications operations. In 2014, this Committee met once.

Human Resources Committee

Composition

Until June 24, 2014, the Human Resources Committee comprised of

seven members, five of whom were independent. Its members were:

Jacqueline Tammenoms Bakker (Chairperson), Nathalie Bricault, Pascal

Cagni, Yseulys Costes, Philippe Donnet, Dominique Hériard Dubreuil, and

Henri Lachmann.

Functions

In 2014, until June 24, the Human Resources Committee met three

times. The attendance rate was 69.8%. Its work primarily focused on the

following matters:

compensation of the Chairman of the Supervisory Board;

compensation policies for 2014;

the advisory vote of shareholders on the compensation of Corporate

Officers; and

the fact that no annual performance share plan or capital increase

reserved for employees would be implemented in 2014, given the

changes in the consolidation scope under way within the group.

Corporate Governance and Nomination Committee

Composition

Until June 24, 2014 the Corporate Governance and Nomination

Committee comprised six members, four of whom were independent.

Its members were: Dominique Hériard Dubreuil (Chairman), Claude

Bébéar (Non-Voting Director), Vincent Bolloré, Henri Lachmann, Pierre

Rodocanachi and Jacqueline Tammenoms Bakker.

Functions

In 2014, until June 24, the Corporate Governance and Nomination

Committee met twice. The attendance rate was 100%. Its work primarily

focused on the following matters:

the Company’s corporate governance;

the composition of the Supervisory Board and its committees;

review of the independence of members of the Supervisory Board

whose appointments were proposed to the General Shareholders’

Meeting; and

assessment of the functioning of the Supervisory Board, the

Management Board and its Chairman.

Corporate Governance, Nominations

and Remuneration Committee

Composition

Since June 24, 2014, the Corporate Governance, Nominations and

Remuneration Committee has been composed of eight members,

all of whom are independent (with the exception of the employee

representative). Its members are: Philippe Bénacin (Chairman), Claude

Bébéar (Non-voting member), Paulo Cardoso, Philippe Donnet, Aliza

Jabès, Virginie Morgon, Pierre Rodocanachi and Katie Stanton.

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Annual Report 2014