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Financial Information and Communication Procedures Committee
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Corporate Governance
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3.7. Financial Information and Communication Procedures Committee
Set up in 2002, this Committee is responsible for the regular assessment
of the Company’s procedures for preparing and publishing financial data,
and for reviewing financial information published quarterly.
3.7.1.
Composition
Committee members are nominated by the Chairman of the Management
Board. At a minimum, the Committee is made up of Vivendi’s executives
holding the following positions:
p
p
the group’s General Counsel (Chairman of the Committee);
p
p
the Chief Financial Officer;
p
p
the Chairman of Vivendi Village, Senior Executive Vice President of
Communications and New Business;
p
p
the Deputy Chief Financial Officers;
p
p
the Senior Vice President of Audit and Risks; and
p
p
the Executive Vice President of Investor Relations and Corporate
Development.
Members of the Committee may appoint additional members, who are
executives from the above-mentioned departments. The Committee is
currently comprised of 15 regular attendees.
3.7.2.
Powers
The Committee assists the Chairman of the Management Board and
the group’s Chief Financial Officer in ensuring that Vivendi fulfills its
disclosure requirements with respect to investors, the public and the
regulatory and market authorities, specifically the
Autorité des marchés
financiers
(AMF) and Euronext Paris, in France.
In pursuing its duties and objectives, the Committee ensures that Vivendi
has established adequate controls and procedures so that:
p
p
any financial information that must be disclosed to investors, the
public or the regulatory authorities is reported within the deadlines
set forth by applicable laws and regulations;
p
p
all corporate communications are subject to appropriate verification
in accordance with the procedures set up by the Committee;
p
p
all information requiring a release to investors or appearing in
the documents recorded or filed with any regulatory authority is
communicated to the Company’s senior management, including the
Chairman of the Management Board and the group’s Chief Financial
Officer, prior to release so that decisions regarding such information
can be made in a timely manner;
p
p
monitoring is provided to assess Vivendi’s procedures and those of
the business units for controlling information as well as internal
control procedures, under the supervision of the Chairman of the
Management Board and the Group’s Chief Financial Officer;
p
p
the Chairman of the Management Board and the group’s Chief
Financial Officer are advised of any major procedural issues of which
the Committee should be informed, and which are likely to affect
Vivendi’s procedures for controlling information and its internal
control procedures. The Committee issues recommendations, where
necessary, for changes to be made to these controls and procedures.
The Committee monitors the implementation of changes approved
by the Chairman of the Management Board and the group’s Chief
Financial Officer; and
p
p
more generally, the Chairman of the Management Board and the
group’s Chief Financial Officer are assured that they will receive any
information they might request.
3.7.3.
Activity in 2014
The Committee meets at the request of the Chairman of the Management
Board, the Chief Financial Officer, the Chairman of the Committee or of
one of its members. Meetings are held prior to each meeting of the Audit
Committee, and are coordinated with the schedule for releasing financial
information on the group’s results. In 2014, the Committee met six times.
Its proceedings primarily consisted of:
p
p
examining the annual and semi-annual accounts certification letters
signed by the Chairman and Chief Financial Officer of each of the
group’s business units;
p
p
reviewing the financial information published in the annual, semi-
annual and quarterly Financial Reports and information published in
the Annual Report – Reference Document; and
p
p
reviewing the business report and the environmental, corporate, and
societal data report.
The Committee reports on its work to the Chairman of the Management
Board and informs the Audit Committee, as necessary.
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Annual Report 2014