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Performance Shares
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Corporate Governance
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3.4.6.
Largest Grants of Performance Shares and Exercises of Options in 2014, excluding Corporate Directors
(AMF Recommendations, Table 9)
The largest grants to beneficiaries other than corporate Directors totaled
295,299 performance shares, representing 77.70% of the total number
of performance shares granted in 2014, and 0.021% of the share capital
as of December 31, 2014. The ten largest exercises of stock options,
other than by corporate Directors, consisted of a total of 2,308,297 stock
options at an average weighted price of €17.10.
3.4.7.
Grant of Stock Options to Members of the Management Board
The Company has not granted any stock options since 2013.
3.4.8.
Options Exercised in 2014 by Corporate Directors (AMF Recommendations, Table 5)
In 2014, Mr. Jean-François Dubos exercised 236,500 options at a price
of €17.48 (Plan 2004/05), and Mr. Jean-René Fourtou exercised 904,609
options at a price of €17.48 (Plan 2004/05).
3.4.9.
Conditions for Corporate Directors to Hold Shares Received from the Exercise of Stock Options and
Grants of Performance Shares
At its meeting held on March 6, 2007, pursuant to Articles L.225-185
and L.225-197-1 of the French Commercial Code, the Supervisory Board
approved rules for members of the Management Board in relation to
the holding of shares received from the exercise of stock options and
performance shares granted since 2007.
Members of the Management Board must hold, until the end of their term
of office, and in a registered account, a number of shares received from
the exercise of stock options and performance shares granted since the
implementation of the 2007 plan that is equal to at least 20% of the net
capital gain on acquisition recognized each year, if any, from the date of
exercise of the stock options or sale of the performance shares.
3.4.10.
Conditions Specific to Vivendi
At its meeting held on February 27, 2015, and on the recommendation of
the Corporate Governance, Nominations and Remuneration Committee,
the Supervisory Board decided to amend the rules on the obligation for
Corporate Officers and executives of the group to hold shares of the
company as follows:
p
p
the Chairman and the members of the Management Board must now
retain a number of shares corresponding to one year of their fixed
gross compensation and target bonus in a registered account until
they leave their positions; and
p
p
members of Management and the executives of each of
the operational subsidiaries must retain a number of shares
corresponding to six months of their fixed gross compensation and
target bonus in a registered account until they leave their positions.
The Corporate Officers and executives concerned must achieve these
objectives within a maximum of five years after they assume their
positions.
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Annual Report 2014