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Compensation of Directors and Officers
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Corporate Governance
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After verifying the levels of achievement of the quantitative criteria
(78%), and the qualitative criteria (73%), representing a total of 151%,
the rate of variable compensation of the Chairman of the Management
Board for 2014 was limited to 142.5% of the amount of his fixed
compensation. His variable compensation for 2014, paid in 2015, was
€1,282,500 before taxes and social security contributions.
The Chairman of the Management Board, similarly to a number of other
senior executives of the Vivendi group, is eligible for the supplemental
retirement plan, as implemented in December 2005 and approved by the
Combined General Shareholders’ Meeting held on April 20, 2006.
The rate of increase in the Chairman’s annuity in 2014, based on seniority
in the group, is 2.5%. The provision for fiscal year 2014 amounted to
€1,135,133, and the amount of the potential benefit vested in 2014 is
€22,500.
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3.3.1.2.
Conditional Severance Package
for the Chairman of the Management Board
upon Termination of his Position
At its meeting held on February 27, 2015, the Supervisory Board, after
noting that Mr. Arnaud de Puyfontaine no longer benefited from his
employment contract, which was waived following his appointment
as Chairman of the Management Board, or from any possibility
of compensation in the event of his dismissal, decided, upon the
recommendation of the Corporate Governance, Nominations and
Remuneration Committee, that in the event of termination of his
functions at the initiative of the Company, he would be entitled, except
in the case of gross negligence, to compensation, subject to performance
conditions as recommended in the AFEP/MEDEF Code. This severance
compensation would be capped at a gross amount equal to 18 months of
target compensation (on the basis of the last fixed compensation and the
last annual bonus earned over a full year).
If the bonus paid during the reference period (the 12-month period
preceding notification of departure) is:
p
p
greater than the target bonus, the calculation of the compensation
will only take into account the amount of the target bonus;
p
p
less than the target bonus, the amount of the compensation will
be capped in any event at two years’ of the compensation actually
received (in compliance with the AFEP/MEDEF Code), and may not
exceed 18 months of the target compensation.
This indemnity would not be payable if the group’s financial results
(adjusted net income and cash flow from operations) were less than 80%
of the budget over the two years prior to the departure, and if Vivendi’s
stock performance was less than 80% of the average performance of
a composite index (CAC 40 (50%) and Euro STOXX
®
Media (50%)) over
the last 24 months. At the same meeting, the Supervisory Board decided
that, in the event of departure under the conditions defined above (giving
a right to the indemnity), all rights to performance shares not yet vested
on the departure date would be maintained, subject to the relevant
performance conditions. This severance payment would not be payable
in the event of resignation or retirement.
The conditional commitment described above must be approved by the
General Shareholders’ Meeting on April 17, 2015.
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3.3.1.3.
Status and Compensation of Management
Board Members since June 24, 2014
Other than the Chairman, the members of the Management Board hold
employment contracts.
The fixed compensation of each of Mr. Hervé Philippe and Mr. Stéphane
Roussel in 2014 was €350,000 (pro rata).
On February 27, 2015 the Supervisory Board, upon the recommendation of
the Corporate Governance, Nominations and Remuneration Committee,
reviewed achievement of the financial objectives and priority actions
defined by the Supervisory Board at its meeting held on August 28, 2014,
in order to calculate Mr. Hervé Philippe and Mr. Stéphane Roussel’s
variable portion of compensation (target 100%, capped at 150%) for
fiscal year 2014.
After verifying the levels of achievement of the quantitative criteria (69%)
and the qualitative criteria (65%), representing a total of 134%:
p
p
the rate of variable compensation of Mr. Hervé Philippe, for fiscal
year 2014, was limited, upon the proposal of the Corporate
Governance, Nominations and Remuneration Committee, acting
on the recommendation of the Audit Committee, to 125% of the
amount of his fixed compensation. His variable compensation, paid
in 2015 and prorated, is €437,500 before taxes and social security
contributions; and
p
p
the rate of variable compensation of Mr. Stéphane Roussel, for
fiscal year 2014, was limited, upon the proposal of the Corporate
Governance, Nominations and Remuneration Committee, acting
on the recommendation of the Audit Committee, to 125% of the
amount of his fixed compensation. His variable compensation, paid
in 2015 and prorated, is €437,500 before taxes and social security
contributions.
Similarly to some other senior executives of the Vivendi group, Mr. Hervé
Philippe is eligible for the supplemental retirement plan set up in
December 2005 and approved by the Combined Shareholders’ Meeting
of April 20, 2006. The rate of increase in his annuity in 2014, based
on seniority in the group, is 2.5%. The provision for fiscal year 2014
amounted to €367,559 and the amount of the potential benefit vested in
2014 was €17,500.
Mr. Stéphane Roussel is also eligible for the supplemental retirement
plan. The rate of increase in his annuity in 2014, based on seniority in
the group, is 1.25%. The provisions for fiscal year 2014 amounted to
€372,777, and the amount of the potential annuity vested in 2014 is
€14,164.
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■
3.3.1.4.
Status and Compensation of Management
Board Members in Office until June 24, 2014
Mr. Jean-François Dubos, Chairman of the Management Board until
June 24, 2014, retired as of June 30, 2014. The fixed compensation of
Mr. Jean-François Dubos for 2014 amounted to €450,000 (pro rata).
At its meeting held on August 28, 2014, the Supervisory Board, upon
the recommendation of the Corporate Governance, Nominations and
Remuneration Committee, decided to pay his variable portion for fiscal
year 2014 at his target rate, on a pro rata basis, which amounted to
€540,000.
Mr. Jean-François Dubos claimed his retirement rights on June 30, 2014.
The amount of his annual annuity under the supplemental retirement plan
is €411,611. This sum is paid by the organization mandated by Vivendi SA
to manage the supplemental retirement plan, out of funds from a portfolio
of hedging assets managed by this organization under this regime.
This annuity represents 20.79% of the amount of the last target
compensation of Mr. Jean-François Dubos and 30% of his reference
salary. It also takes into consideration his seniority of 23 years with
Vivendi SA.
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Annual Report 2014