135 / 348
3
Compensation of Directors and Officers
Information about the Company |
Corporate Governance
| Reports
■
■
3.3.1.8.
Compensation Elements Owed or Granted for Fiscal year 2014 to Members of the Management Board, Subject to
Notice to the Combined General Shareholders’ Meeting of April 17, 2015 (AFEP/MEDEF Code application guidelines)
Mr. Arnaud de Puyfontaine – Chairman of the Management Board
Compensation elements
(fiscal year 2014)
Amounts or value
(before taxes and social
security contributions) Description
Fixed compensation (full year)
€900,000
Gross fixed compensation approved by the Supervisory Board on June 24, 2014, upon
the recommendation of the Corporate Governance, Nominations and Remuneration
Committee.
2013 variable compensation paid in 2014 na
2014 variable compensation paid in 2015 €1,282,500
At its meeting held on February 27, 2015, upon the recommendation of the
Corporate Governance, Nominations and Remuneration Committee, the Supervisory
Board approved the variable elements of the compensation of the Chairman of
the Management Board in respect of 2014. It amounts to 142.5% of his fixed
compensation (see Section 3.3.1.1).
Variable deferred compensation
na
The Chairman of the Management Board does not receive variable deferred
compensation.
Multi-year variable compensation
na
The Chairman of the Management Board does not receive multi-year variable
compensation.
Extraordinary compensation
na
The Chairman of the Management Board does not receive any extraordinary
compensation.
Stock options
na
The Company stopped awarding stock options in 2013.
Performance Shares
€1,713,000
(book value)
On February 21, 2014, upon the recommendation of the Human Resources
Committee, the Supervisory Board approved a grant of 100,000 performance shares
to compensate Mr. de Puyfontaine for the loss due to his resignation from his former
external positions. The definitive grant of such performance shares is subject to
the satisfaction of performance conditions over two consecutive years (2014-2015),
assessed at the end of this period and based on two criteria as follows: (i) an
internal indicator (with a weighting of 70%): the group-level EBITA margin, and
(ii) external indicators (with a weighting of 30%): performance of Vivendi shares
compared to the STOXX
®
Europe 600 Media Index (19.5%) and the STOXX
®
Europe
600 Telecommunications Index (10.5%).
Director’s attendance fees
na
As for all corporate Directors at group headquarters, the Chairman
of the Management Board receives no attendance fees.
Benefits in kind
€50,973
Company car without driver and the pay-out of the vacation balance
under the employment agreement that terminated June 24, 2014.
Deferred compensation elements
owed or granted in 2014 that were
subject to prior approval of the
General Shareholders’ Meeting under
the procedure applying to regulated
agreements and commitments
Amount
Description
Severance payment
No payment
Conditional commitment in the event of termination at the initiative of the Company,
subject to performance conditions (see Section 3.3.1.2).
Non-competition payment
No payment
The Chairman of the Management Board receives no payment of this kind.
Supplemental retirement plan
No payment
As for a number of the Vivendi group’s senior management, the Chairman of the
Management Board is eligible for the defined-benefit supplemental retirement plan
set up in December 2005, approved by the Combined General Shareholders’ Meeting
held on April 20, 2006.
Upper limit: 30% of reference salary (fixed + variable) with a maximum of 60 times
the social security upper limit.
Annuity growth rate in 2014, including a seniority-based increase within the group: 2.5%.
na: not applicable.
135
Annual Report 2014