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Management Board
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Corporate Governance
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3.2.6.
Agreements between the Company and Members of the Management Board - Service Contracts
As Corporate Officers, members of the Management Board are bound
by an employment contract with the Company, with the exception of
Mr. Arnaud de Puyfontaine, who, in line with the recommendations of
the AFEP/MEDEF Code, waived the benefit of his employment contract at
the time he was appointed Chairman of the Management Board by the
Supervisory Board, at its meeting held on June 24, 2014.
No member of the Management Board is party to a service agreement
entered into with Vivendi or any of its subsidiaries, pursuant to which
such member may be entitled to receive any benefits.
3.2.7.
Loans and Guarantees Granted to Members of the Management Board
The Company has not granted any loans or issued any guarantees to any
member of the Management Board.
3.2.8.
Jurisdiction and Internal Regulations of the Management Board
■
■
Authority and Functions of the Management Board
Pursuant to Law and the Company’s By-Laws
With respect to third parties, the Management Board is granted the
broadest powers to act in any circumstance on behalf of the Company,
subject to the scope of the Company’s corporate purpose and to
those situations where such power is expressly granted by law to the
Supervisory Board or the Shareholders’ Meetings, and to matters that
require the prior approval of the Supervisory Board.
■
■
Internal Regulations
The Internal Regulations of the Management Board is a purely internal
document that aims to ensure that the Company’s Management Board
functions properly and adheres to the most recent rules and regulations
in furtherance of good corporate governance. Third parties cannot rely on
the Internal Regulations when pursuing any claim against members of
the Management Board.
The Management Board is responsible for the day-to-day management of
the Company and for the conduct of its business. Pursuant to applicable
law, the Company’s by-laws and the Supervisory Board’s internal
rules, the Management Board must obtain prior authorization from the
Supervisory Board in certain circumstances.
3.2.9.
Activities of the Management Board in 2014
In 2014, the Management Board met a total of 20 times. The attendance
rate at meetings of the Management Board was 100%. It considered,
among others, the following matters:
p
p
review and approval of the statutory and Consolidated Financial
Statements for fiscal year 2013, the 2014 budget, the quarterly and
semi-annual 2014 financial statements, the 2015 preliminary budget
and financial projections for 2015-2019;
p
p
the calling of the General Shareholders’ Meeting on June 24, 2014;
p
p
the preparation of quarterly reports for the Supervisory Board;
p
p
the group’s financial communications;
p
p
the group’s financial position;
p
p
assessment of the quality and structure of the group’s balance sheet;
p
p
restructuring of the Company’s debt;
p
p
the opportunity to continue the Euro Medium Term Notes (EMTN)
program and issuance of bonds;
p
p
the work of the group’s Internal Audit department;
p
p
the group’s internal and external growth prospects;
p
p
principal strategic opportunities and initiatives;
p
p
activities of the group’s main business units;
p
p
finalization of the sale of the group’s interest in Maroc Telecom;
p
p
the sale of an initial block of the group’s residual interest in Activision
Blizzard;
p
p
the potential initial public offering of SFR, and review of the offers
to purchase SFR;
p
p
the sale of SFR to Numéricable Group;
p
p
approval of the accounts of the combined SFR – SIG50 group and
their subsidiaries;
p
p
the planned sale of GVT and its implementation;
p
p
monitoring of current investigations and legal proceedings, in
particular the securities class action and the Liberty Media dispute
in the United States, the minority shareholders’ proceedings against
Activision Blizzard, its Board of Directors and Vivendi, and litigation
by shareholders in France;
p
p
the group’s compensation policy;
p
p
postponement of implementation in 2014 of an annual performance
share plan and a capital increase reserved for employees, taking into
account changes in the scope of consolidation within the group;
p
p
plans for granting performance shares to the group’s Corporate
Officers and executives, and the distribution policy for these plans
for 2015;
p
p
the main features of the capital increase and the leveraged plan
reserved for group employees for 2015;
p
p
development and retention of key employees;
p
p
gender parity within the group;
p
p
review of the business report and the corporate social responsibility
(“CSR”) report; and
p
p
review of the Compliance Program.
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Annual Report 2014