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3

Information about the Company | Corporate Governance |

Reports

4.1.4.

Conditions for the Holding of Vivendi Shares by Management Board Members and Corporate Officers

Conditions for the holding of Vivendi shares by members of the

Management Board and Corporate Officers are detailed in Sections 3.4.9

and 3.4.10 of Chapter 3 of this Annual Report.

4.1.5.

Terms and Conditions Governing Shareholder Attendance at General Meetings

Each shareholder has the right to cast a number of votes equal to the

number of shares it owns or represents at all shareholders’ meetings.

For a description of the terms and conditions governing shareholders’

attendance at General Meetings, see Section 2.1.4 of Chapter 3 of this

Annual Report.

4.2. Vivendi’s Equal Opportunities Policy

At its meeting held on November 14, 2014, the Supervisory Board

discussed gender equality within the group, following a review of the

Corporate Governance, Nominations and Remuneration Committee’s

report on this issue.

In 2014, 35% of employees in the group were women (compared to 38%

in 2013). The percentage of women in management positions of the

Company was 35%, in line with their overall employment rate.

In October 2014, Vivendi participated in a study on the ratio of male to

female Corporate Officers that was carried out among companies of

the SBF 120 by

Ethics & Board

, an international observer of corporate

governance of publicly traded companies. This study was performed

under the sponsorship of the Ministry of Women’s Rights in France

(

Ministère des Droits des Femmes

). Vivendi was ranked 78

th

.

At the Supervisory Board meeting held on December 14, 2011, the

Supervisory Board approved the implementation of a two-fold initiative

to improve gender equality within the group: mentoring and networking.

A status report was prepared and presented to the Supervisory Board

at its meetings held on December 13, 2012, December 11, 2013 and

November 14, 2014.

Launched in 2012, the “Andiamo” network continued its activities

in 2014, with meetings in dedicated sessions and personal development

workshops. These activities gave women in the network the opportunity

to discover inspiring role models and to learn from and share experiences

with researchers, coaches and consultants in relation to issues relating

to leadership positions. The network has approximately 30 members,

composed entirely of women at the same seniority level.

4.3. Internal Control Procedures

Vivendi strives to maintain the highest standards of internal control and

financial disclosure. In 2014, in furtherance of this objective, the Financial

Information and Communication Procedures Committee met six times.

This Committee assists the Chairman of the Management Board and

the Chief Financial Officer to ensure that Vivendi fully complies with its

disclosure obligations to investors, the public and the French regulatory

and market authorities. It is chaired by the General Counsel and Company

Secretary and is comprised of representatives of all the Company’s

corporate operational departments.

This Committee is responsible for the assessment of information Vivendi

is required to make publicly available including: (i) periodic information,

including disclosure of documents to investors and financial markets in

compliance with French financial market regulations, (ii) press releases

related to quarterly financial results and (iii) investors and analysts

presentations.

For a description of the functions and activities of this Committee in 2014,

see Section 3.7 of Chapter 3 of this Annual Report.

148

Annual Report 2014