Annual report 2014

Directors, Senior Management and Supervisory Bodies

Information about the Company |

Corporate Governance

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Functions

From June 24, 2014 until year-end, the Corporate Governance,

Nominations and Remuneration Committee met twice. The attendance

rate was 92.8%. Its work primarily focused on the following matters:

the variable compensation, representation and travel expenses

of the Chairman and members of the Management Board;

the application of performance criteria to the compensation

of the Supervisory Board Chairman;

the principal features of the capital increase and the leveraged plan

reserved for group employees for 2015;

review of the employment contracts of several executives

of the group and its subsidiaries;

review of the succession plans within the group and the retention

of key talents; and

review of the Company’s policy on equal opportunity

and gender equality.

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3.1.1.14. Compensation of Supervisory Board

Members and Chairman

Compensation of Mr. Vincent Bolloré,

Chairman of the Supervisory Board since June 24, 2014

As announced at the Combined Ordinary and Extraordinary Shareholders’

Meeting held on June 24, 2014, the Supervisory Board meeting

held at the end of this meeting, set the annual compensation of

Vincent Bolloré at €400,000, which is entirely subject to performance

conditions, at his request. Upon the recommendation of the Corporate

Governance, Nominations and Remuneration Committee, on August 28,

2014, the Supervisory Board decided to subject this compensation

to the same performance conditions as those set for the members

of the Management Board (see Section 3.3). At its meeting held on

February 27, 2015, the Supervisory Board duly noted that the performance

conditions had been met and, as a result, set the compensation

of the Supervisory Board Chairman at €207,778 for the period between

June 24 and December 31, 2014.

For 2015, at the same meeting and upon the recommendation of the

Corporate Governance, Nominations and Remuneration Committee, the

Supervisory Board decided to re-establish the payment of an annual

Director’s fee of €60,000 to the Chairman of the Supervisory Board,

pursuant to the decision of the Supervisory Board on June 24, 2014, and

to offset it against his annual compensation fixed at €400,000, which

was therefore reduced to €340,000 and remains subject to the same

performance conditions used to calculate the 2015 variable compensation

of the Management Board members.

Compensation of Mr. Jean-René Fourtou,

Chairman of the Supervisory Board

until June 24, 2014 and Honorary Chairman since that date

On February 25, 2010, at a meeting of the Supervisory Board, upon the

recommendation of the Human Resources Committee, the Supervisory

Board resolved to set the compensation of Mr. Jean-René Fortou,

the Chairman of the Supervisory Board, at €700,000 beginning May 1,

2010. The Chairman received no Director’s fee from Vivendi or any of

its subsidiaries. He had use of a company car and the availability of a

driver. His travel and entertainment expenses incurred in the exercise of

his duties were paid by the Company. Since June 24, 2014, as Honorary

Chairman, Mr. Jean-René Fortou no longer receives any compensation. As

of June 24, 2014, Mr. Jean-René Fortou received pro rata compensation

of €338,333 for that year.

Directors’ Fees

Within the limits approved by the Combined Shareholders’ Meeting held

on April 24, 2008 (€1.5 million per year), the payment of Directors’ fees

to members of the Supervisory Board is based on actual attendance at

meetings and depends on the number of meetings held by the Supervisory

Board and the committees.

At its meeting held on March 6, 2007, the Supervisory Board decided

that, as of 2007, Directors’ fees would be paid on a semi-annual basis, in

arrears. In 2014, total Director’s fees paid (before taxes and withholdings

at source) were €1,090,000. The individual breakdown is provided below.

During the first half of 2014, Director’s fees were allocated as follows:

each member of the Supervisory Board received a fixed annual Director’s

fee of €50,000, paid half-yearly pro rata for actual attendance at each

Board meeting. Each member of the committees received an annual

Director’s fee based upon meeting attendance: for the Audit Committee,

payment of a Director’s fee of €40,000, and €55,000 for its Chairman;

for the Human Resources and Corporate Governance and Nominations

Committees, payment of an annual Director’s fee of €30,000, and €45,000

for the Chairmen of the committees. At its meeting held on June 24,

2014, the Supervisory Board resolved to amend, as from the second half

of 2014, the distribution of attendance fees, paid half-yearly, subject to

an attendance condition. Pro rata to this, each member receives a fixed

annual Director’s fee of €60,000, each member of the Audit Committee

receives an annual attendance fee of €40,000 (€55,000 for its Chairman),

and each member of the Corporate Governance, Nominations and

Remuneration Committee receives an annual attendance fee of €30,000

(€45,000 for its Chairman).

At its meetings on April 4 and 5, 2014, the Supervisory Board decided

to allocate additional compensation to members of the

ad hoc

Committee: €40,000 to the Chairman and €30,000 to each of the other

members, taking account of the Committee’s workload (in particular, the

review of the offers to purchase SFR), and the high quality of the work

accomplished.

Members of the Supervisory Board receive no other compensation from

the Company, with the exception of Ms. Nathalie Bricault, the member of

the Supervisory Board representing employee shareholders, and Mr. Paulo

Cardoso, member of the Supervisory Board representing employees, who

hold employment contracts with Vivendi SA under which they receive

compensation commensurate with their position in the Company (salary,

profit sharing and performance shares, as applicable).

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Annual Report 2014