Annual report 2014

Information about the Company | Corporate Governance |

Reports

a review of the assessment and coverage of operational

and financial risks;

changes in accounting standards, methods and accounting principles,

the Company’s scope of consolidation and the Company’s off balance

sheet commitments;

the consistency and effectiveness of internal control measures and a

review of this report;

a review of tax-related risks;

a review of major legal proceedings including legal and regulatory

issues;

a review of the insurance program;

a review of material internal control weaknesses and, if applicable, a

review of corruption and fraud cases;

a review of the Annual Report on the Compliance Program, the

proposal of any measure likely to improve its effectiveness and, if

applicable, the formulation of an opinion on this review; and

appointment and compensation of the Statutory Auditors.

A report is regularly presented by the Chairman of the Audit Committee

to the Vivendi Supervisory Board and sent to every member of the Audit

Committee and Supervisory Board.

In 2014, Vivendi’s Audit Committee met six times with an 81% attendance

rate. For a description of its work, see Section 3.1.1.13 of Chapter 3 of

this Annual Report.

In furtherance of the Audit Committee’s responsibilities, a specialized

Committee was established whose meetings were open to all other

members of the Supervisory Board. This Committee was responsible for

reviewing issues relating to the planned separation of the media and

telecommunications operations, which had been scheduled for July 2013.

This Committee met twice between the end of 2013 and early 2014.

ad hoc

Committee, comprising Henri Lachmann (Chairman), Daniel

Camus, Alexandre de Juniac and Nathalie Bricault, was set up in early

2014 to review offers received in connection with the sale of SFR. This

Committee met eight times.

Audit and Risk Department

The Audit and Risk department (made up of ten internal auditors for

financial audits and external auditors for IT audits) reports to the

Chief Financial Officer of the Vivendi group and is responsible for

independently assessing the quality of internal controls at every level

of the organization. The operations of the Internal Audit department are

governed by a Charter approved by the Audit Committee.

The audit departments of Canal+ Group (five auditors) and GVT

(seven auditors) bring additional resources to improve the effectiveness

of the internal control at the business unit level. The annual audit plan

approved by the Management Board provides that on average 44% of its

projects will be conducted jointly by the auditing teams of the business

units and headquarters.

The internal audit teams are responsible for performing an independent

assessment of the effectiveness of internal control processes, based

on an annual audit plan approved by the group’s Management Board

and presented to the Audit Committee. This plan stems from both

an independent analysis of the operational, IT and financial risks of

each business unit and consultation with the general management of

each business unit. Reports on the audit work carried out are sent to

Vivendi’s General Management, as well as to operational and functional

management and their superiors. Summary reports are presented at

each Audit Committee meeting along with any comments made by the

group’s Statutory Auditors. Follow-up audits are generally performed

within 12 months to ensure that recommended action plans and agreed

corrective measures (if any) have been implemented. A status report

on the implementation of the recommendations following an audit is

presented to the Audit Committee once a year. A semi-annual internal

audit report is presented to the Management Board and the Supervisory

Board.

The group may encounter cases of fraud in connection with its operations,

which – as soon as they are identified – are systematically reported to

the Audit Committee and may be the subject of special investigations

and, where applicable, may result in the imposition of penalties.

4.4.2.

Internal Control Monitoring

The work performed by the Statutory Auditors in relation to the review

and assessment of internal control is contained in a detailed presentation

to the general management and the Audit Committees of the business

units concerned. A summary of their conclusions was presented to

Vivendi’s Audit Committee.

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Annual Report 2014