90 / 348
Section 1
General Information
about the Company
92
1.1.
Corporate and Commercial Name
92
1.2.
Place of Registration and Registration Number 92
1.3.
Date of Incorporation and Term
92
1.4.
Registered Office, Legal Form and Laws
Applicable to Vivendi’s Business
92
1.5.
Fiscal Year
92
1.6.
Access to Legal Documents and Regulated
Information
92
Section 2
Additional Information
about the Company
93
2.1.
Memorandum and By-Laws
93
2.2.
Share Capital
95
2.3.
Major Shareholders
101
Appendix: Stock Subscription Option Plans
and Performance Share Plans
103
Section 3
Corporate Governance
106
3.1.
Directors, Senior Management
and Supervisory Bodies
106
3.1.1. Supervisory Board
106
3.2.
Management Board
124
3.2.1. General Provisions
124
3.2.2. Composition of the Management Board
124
3.2.3. Family Relationships
127
3.2.4. Absence of Conflicts of Interest
127
3.2.5. Absence of Any Conviction for Fraud, Liability Associated
with a Business Failure or Public Prosecution and/or Sanction 127
3.2.6. Agreements between the Company and Members
of the Management Board - Service Contracts
128
3.2.7. Loans and Guarantees Granted to Members
of the Management Board
128
3.2.8. Jurisdiction and Internal Regulations of the Management Board 128
3.2.9. Activities of the Management Board in 2014
128
3.3.
Compensation of Directors and Officers
129
3.3.1. Status and Compensation of Members
of the Management Board
130
3.3.2. Highest Compensation Paid within the Group
139
3.4.
Performance Shares
140
3.4.1. Performance Shares Granted to Members
of the Management Board in 2014: Plan 2014-2
of February 21, 2014 (AMF Recommendations, Table 6)
140
3.4.2. History of Performance Shares Granted
(AMF Recommendations, Table 9)
140
3.4.3. Performance Shares that Became Available
in Fiscal year 2014 (AMF Recommendations, Table 7)
141
3.4.4. Assessment of Performance Criteria for Fiscal Years
2013 and 2014 for Definitive Grant in 2015 of the 2013
Performance Share Plans
141
3.4.5. Conditions for Acquiring Performance Shares
141
3.4.6. Largest Grants of Performance Shares and Exercises
of Options in 2014, excluding Corporate Directors
(AMF Recommendations, Table 9)
142
3.4.7. Grant of Stock Options to Members of the Management Board 142
3.4.8. Options Exercised in 2014 by Corporate Directors
(AMF Recommendations, Table 5)
142
3.4.9. Conditions for Corporate Directors to Hold Shares Received
from the Exercise of Stock Options and Grants
of Performance Shares
142
3.4.10. Conditions Specific to Vivendi
142
3.5.
Trading in Company Securities
143
3.5.1. Trading in Securities by Members
of the Supervisory Board and the Management Board
143
3.6.
Compliance Program
144
3.6.1. Reasons for the Program
144
3.6.2. Objectives
144
3.7.
Financial Information and Communication
Procedures Committee
145
3.7.1. Composition
145
3.7.2. Powers
145
3.7.3. Activity in 2014
145
3.8.
Management Committees
146
3.9.
General Management
146
3.9.1. Composition
146
Section 4
Report by the Chairman of
Vivendi’s Supervisory Board
on Corporate Governance,
Internal Audits and Risk
Management – Fiscal Year 2014 147
4.1.
Corporate Governance
147
4.1.1. Conditions Governing the Preparation and Organization
of the Work of the Supervisory Board
147
4.1.2. 2014 Assessment of Governance by Special Agencies
147
4.1.3. Setting of Deferred Compensation and Benefits Granted
to Members of the Management Board and its Chairman
147
4.1.4. Conditions for the Holding of Vivendi Shares by Management
Board Members and Corporate Officers
148
4.1.5. Terms and Conditions Governing Shareholder Attendance
at General Meetings
148
4.2.
Vivendi’s Equal Opportunities Policy
148
4.3.
Internal Control Procedures
148
4.3.1. Definition and Objectives of Internal Control
149
4.3.2. Scope of Internal Control
149
4.3.3. Internal Control Components
149
4.4.
Risk Monitoring and Management
150
4.4.1. Internal Control Operations
150
4.4.2. Internal Control Monitoring
151
4.5.
Key Procedures for Financial
and Accounting Information
152
4.6.
Information and Communication
153
4.7.
Corporate Social Responsibility (CSR)
153
4.7.1. CSR, a Source of Value Creation for Vivendi and its Stakeholders 153
4.7.2. Integration of CSR into Vivendi’s Governance and Strategy
154
4.8.
Prospects
155
Section 5
Statutory Auditors’ report,
prepared in accordance with
Article L.225-235 of the French
Commercial Code, on the Report
prepared by the Chairman of the
Supervisory Board of Vivendi SA 156
90
Annual Report 2014