Non-financial indicators

9 / 60

Corporate Governance
Indicators 3
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 4 of the Annual Report 2014 (p. 92-156).
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
G4-38, G4-41 - II.6 & 7, III
2014 2013
Supervisory Board 83.3% 70%
Audit Committee (3) 66.7% (4) 80%
Human Resources Committee (3) 71.4% 71%
Corporate Governance and Nomination Committee (3)(5) 66.7% 67%
Corporate Governance, Nominations and
Remuneration Committee (3) 100% (6) -
Maximum average term of office of five years
for members of the Supervisory Board (2)
GRI UNGC OECD
G4-38, G4-41 - II.6 & 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)(7)
GRI UNGC OECD
G4-38, G4-40, G4-41 - II.6 & 7, III
2014 2013
Proportion 100% 100%
(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) Since June 24, 2014, only two specialized committees have been assisting the Supervisory Board in fulfilling its duties : the Audit Committee and the Corporate Governance,
Nominations and Remuneration Committee.
(4) Since June 24, 2014. Until June 24, the Audit Committee comprised 80% independent members.
(5) Nominations to the Supervisory Board were examined by the Corporate Governance and Nomination Committee.
(6) With the exception of the employee representative.
(7) Other issues put forward by stakeholders.
09
Non-Financial Indicators Handbook 2014