07
Non-Financial Indicators Handbook -
2013
-
VIVENDI
3
Corporate Governance
Indicators
Vivendi fully adheres to AFEP and MEDEF Corporate governance code of listed corporations (further referred to as AFEP/MEDEF Code) as regards
corporate governance and remunerations of its corporate officers. This code constitutes the corporate governance code to which Vivendi has
voluntarily agreed to abide. For more information on corporate governance, please refer to Chapter 3 of the Annual Report 2013 (p.102-171).
3.1.
Independence
■
3.1.1. Independence of the Members
of the Supervisory Board
Presence of at least 50% independent members
(1)
on the
Supervisory Board
(2)
, at least 50% on the Remuneration
Committee
(2)
and 66.66% on the Audit Committee
(2)
GRI
UNGC
OECD
4.1, 4.3, 4.6
-
II.6 and 7, III
2013
2012
Supervisory Board
70%
73%
Strategy Committee
67%
75%
Audit Committee
80%
100%
Human Resources Committee
71%
83%
Corporate Governance and
Nominating Committee
(3)
67%
71%
(1)
Definition in the AFEP/MEDEF Code: not to be or have been an employee or corporate officer of a group company during the previous five years; not to be under the control of
the executive of another company; not to have had commercial relations with one of the Group’s customers or suppliers; not to have close family ties with the CEO, not to be a
member of the board of the company for more than twelve years. Beyond the recommendations of the AFEP/MEDEF Code, the extended definition takes into account common
university and professional origins, frequently encountered among French board members.
(2)
AFEP/MEDEF Code.
(3)
Nominations to the Supervisory Board are examined by the Corporate Governance and Nominating Committee.
(4)
Other issues put forward by stakeholders.
Maximum average term of office of five years for members
of the Supervisory Board
(2)
GRI
UNGC
OECD
4.3, 4.6
-
II.6 and 7, III
The term of office of the members of the Supervisory Board is set at four
years (Article 7 of the by-laws).
■
3.1.2. Independence of Members of the
Supervisory Board towards Each Other
Publish the proportion of members of the Supervisory Board
who have no crossholdings, who do not sit on the same
Boards and who have no common origins (training, career,
family)
(1)(4)
GRI
UNGC
OECD
4.3, 4.6, 4.7
-
II.6 and 7, III
2013
2012
Proportion
100%
100%
