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Note 24. Transactions with related parties
Compensation of Corporate Officers
p
p
The current members of the Management Board received, in respect
of their position as Corporate Officers in 2014, a fixed compensation
of €1.6 million and, except for its Chairman, extraordinary
compensation of €0.6 million linked to the proper implementation of
the divestiture of SFR, previously granted in respect of their position
as Corporate Officers and paid in respect of their current position. The
variable compensation with respect to 2014 will be paid in 2015 for
an aggregate amount of €2.2 million, as approved by the Supervisory
Board on February 27, 2015.
The Chairman of the Management Board, Mr. Arnaud de Puyfontaine,
renounced his employment contract. At the General Shareholders’
Meeting to be held on April 17, 2015, a proposal will be made to
grant him a contractual severance package in the event of forced
departure and subject to the satisfaction of performance conditions.
In addition, with respect to 2014, the members of the Management
Board in office until June 24, 2014 received a fixed and variable
compensation in 2014 for an aggregate amount of €2.1 million, and
the variable compensation of €1.0 million with respect to 2013, as
approved by the Supervisory Board on February 21, 2014.
In 2013, the members of the Management Board in office received
a fixed and variable compensation with respect to 2012 for an
aggregate amount of €2.3 million. In addition, the members of the
Management Board in office until June 28, 2012 received in 2013
the prorated variable compensation component with respect to
2012, as approved by the Supervisory Board on February 22, 2013,
for an aggregate amount of €4.6 million (excluding any severance
payments).
p
p
The aggregate charge recorded by the group with respect to equity-
settled share-based compensation plans (performance shares, stock
options, and employee stock purchase plan) granted to the members
of the Management Board, in office on the grant date, amounted to
€2 million in 2014 (compared to €2 million in 2013).
p
p
The amount of net pension obligations toward the current members of
the Management Board amounted to €5.2 million as of December 31,
2014. On June 24, 2014, the former Chairman of the Management
Board exercised right pension benefits after 23 years of service within
the group and a debit on plan assets was recorded for €9.4 million.
p
p
The amount of the current Chairman of the Supervisory Board’s
compensation is €400,000 per year, subject to the same performance
conditions as the members of the Management Board. On
February 27, 2015, the Supervisory Board approved the level of
satisfaction of objectives and decided to set the compensation of the
current Chairman of the Supervisory Board at €207,778 for the period
from June 24 to December 31, 2014.
p
p
The fixed compensation paid to the Chairman of the Supervisory
Board in office until June 24, 2014 amounted to €338,333 in
pro-rata
temporis
(compared to €700,000 paid in 2013).
p
p
The aggregate amount of Directors’ fees paid to the members of the
Supervisory Board with respect to 2014 was €1.1 million (€1.2 million
with respect to 2013). In addition, at its meeting held on April 4
and 5, 2014, the Supervisory Board decided to award additional
compensation of €130,000 to members of the
ad hoc
Committee,
owing to the workload due to its mandate and the high quality of the
work they had contributed.
Chapter 3 of the Annual Report contains a detailed description of the
compensation policy and the compensation and benefits of Corporate
Officers of Vivendi SA, in accordance with the recommendations of the
AFEP/MEDEF Code, as amended in June 2013.
24.2.
Other related parties
Excluding Corporate Officers, Vivendi’s main related parties were
those companies over which the group exercises an exclusive or joint
control, and companies over which Vivendi exercises a significant
influence (please refer to Note 27 for a list of its main subsidiaries,
fully consolidated or accounted for under the equity method), and non-
controlling interests that exercise significant influence as of December 31,
2014 on group affiliates i.e., TVN, which owns 32% of nc+ (a subsidiary of
Canal+ Group) as well as Corporate Officers of the group and its related
subsidiaries, in particular Havas Group and Bolloré Group.
Excluding the following transactions with related parties, there are no
transactions between Vivendi, Havas Group and Bolloré Group and their
Corporate Officers.
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