Annual report 2014

Corporate Social Responsibility (CSR) Policy

Societal, Social and Environmental Information

1.2. Integrating CSR into the Group’s Governance and Strategy

1.2.1.

Cross-Mobilization

In accordance with its internal rules, the Supervisory Board examines

the group’s corporate social responsibility policy on an annual basis. The

Management Board informs the Supervisory Board of CSR policy results

in a quarterly activity report.

In 2014, the CSR department was placed under the authority of the Senior

Executive Vice President, Development and Organization, a member of

the Management Board.

The CSR department defines the strategic guidelines and carries out

cross-departmental functions:

assisting in defining the CSR criteria used to determine the variable

compensation of senior executives, in conjunction with the Human

Resources department and the Management Board;

working with the Finance department to manage the integrated

reporting policy;

organizing road shows dedicated to the group’s CSR, in tandem with

the Investor Relations department;

mapping the risks relating to CSR, together with the Audit

department, which, in 2013, introduced CSR into the Committee of

Sponsoring Organizations of the Treadway Commission’s (COSO’s)

questionnaire;

disseminating the Compliance Program in conjunction with the legal

department; and

maintaining regular constructive dialog with the subsidiaries’

operational departments (CSR, Legal, Finance and Human Resources)

to implement the CSR policy.

Since 2003, the CSR department has convened meetings of a committee

consisting of representatives of the subsidiaries and of several of the

operational departments at corporate headquarters (Legal, Finance,

Audit and Human Resources). Every CSR committee meeting provides an

opportunity to invite experts, representatives from civil society or from

national and European institutions to discuss topics within the group’s

eight priority issues (see Section 1.1.2).

Among the topics discussed in 2014 were “Mediation in Business-

Supplier Relations” and “The Digital Environmental Footprint.”

1.2.2.

CSR Criteria integrated into the Variable Compensation of Senior Executives

At the Shareholders’ Meeting held on April 30, 2009, the Chairman

of Vivendi’s Supervisory Board announced that, starting in 2010,

CSR objectives would be used to determine the variable compensation

of the group’s senior executives. Vivendi was one of the first CAC 40

companies to adopt this policy.

In its 2014 report on corporate governance and the compensation of

senior executives of listed companies, the French

Autorité des marchés

financiers

cited Vivendi as one of the CAC 40 companies making a portion

of the variable compensation of executives contingent on achieving

qualitative criteria linked to the company’s CSR.

For Vivendi’s senior executives, this means measuring their contribution

to performance objectives linked to the strategic CSR issues common to

all subsidiaries and directly related to their business (see Section 1.1.1,

p.42). The Supervisory Board has asked for the criteria for each business

unit to be related to their particular know-how and their positioning. The

indicators they are associated with must be relevant, measurable, and

verifiable by an independent specialized third-party firm. These objectives

are established by each subsidiary in close coordination with Vivendi’s

CSR and Human Resources departments, and are included in the overall

assessment of senior executive performance.

The non-financial rating agency Vigeo assists the group in this process.

Vigeo delivers an opinion on the relevance of the selected criteria

and the associated indicators, and then issues an opinion on the

achievements by the subsidiaries compared to their initial objectives.

The Corporate Governance, Nominations and Remuneration Committee

of the Supervisory Board assesses the performance of senior executives

in relation to each CSR criterion and calculates the corresponding

bonus percentage. In 2014, most of the objectives were reached or

even exceeded by the group’s companies. The amount of compensation

relating to these objectives can account for up to 10% of the variable

portion. The objectives in question applied to 1,102 senior executives in

Vivendi’s subsidiaries and headquarters.

Below are a few examples of the objectives reached in 2014 for each

strategic issue:

promoting cultural diversity: the pre-purchase of an agreed number

of European low-budget or debut films by Canal+; the increase in the

number of women on air; GVT’s initiative aimed at raising the profile

of local artists by broadcasting their music; increased investments by

Universal Music Group to empower local talent in emerging markets;

empowering and protecting young people: GVT’s development of

Internet education programs and the provision of parental control

tools; and

fostering knowledge sharing: the contribution made by Canal+ to

showcasing cinema heritage by restoring and digitizing major films

that have become inaccessible.

Given Vivendi’s shift in focus towards media and content, these

objectives have been supplemented and now also address the issue of

personal data protection. For fiscal year 2015, UMG and Canal+ Group,

working closely with Vivendi’s Human Resources and CSR departments,

have set the following CSR criteria:

promoting cultural diversity:

–– commitment by Canal+ to promoting local talent globally and to

further increasing the inclusion of women experts on air as guests,

–– empowermenting by UMG of local talent in emerging and

developing markets;

empowering and protecting young people:

–– commitment by UMG to establish a forum bringing together the

most important five countries in terms of activity. The purpose of

the forum is to develop a guide to best practice in order to classify

Annual Report 2014