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Friday, February 19, 2016
Note 21
Related party transactions
As of December 31, 2015, Vivendi’s main related parties were:
corporate officers who are members of Vivendi’s Supervisory Board and Management;
subsidiaries over which Vivendi exercises an exclusive or joint control, and companies over which Vivendi exercises a significant
influence (please refer to Note 24 for major consolidated entities or entities accounted under equity method);
all companies in which corporate officers or their close relatives hold significant voting rights; and
minority shareholders exercising a significant influence over group subsidiaries as of December 31, 2015.
21.1 Corporate officers
Situation of corporate officers
On June 24, 2014, Vivendi’s General Shareholders’ Meeting notably appointed three new Supervisory Board members: Ms. Katie Jacobs
Stanton, Ms. Virginie Morgon and Mr. Philippe Bénacin.
Vivendi’s Supervisory Board, which was convened immediately following the General Shareholders’ Meeting on June 24, 2014, appointed
Mr. Vincent Bolloré as Chairman. The Board also appointed Mr. Pierre Rodocanachi as Vice-Chairman and Mr. Jean-René Fourtou, as
Honorary Chairman.
On June 24, 2014, the Supervisory Board also appointed Mr. Hervé Philippe and Mr. Stéphane Roussel as members of the Management
Board, to serve alongside Mr. Arnaud de Puyfontaine, Chairman.
On April 17, 2015, Vivendi’s General Shareholders’ Meeting notably appointed two new Supervisory Board members: Mr. Tarak Ben Ammar
and Mr. Dominique Delport. Thereafter, on September 2, 2015, the Supervisory Board co-opted Ms. Catherine Lawson-Hall as a member of
the Supervisory Board. This co-option will be submitted to the next General Shareholders’ Meeting of April 21, 2016 for ratification.
The Supervisory Board is currently comprised of 14 members, including an employee shareholder representative and an employee
representative. It is made up of six women, i.e. a ratio of 46% (in accordance with Law n°2011-103 of January 27, 2011, the employee
representative is not taken into account for the calculation of this percentage).
On November 10, 2015, the Supervisory Board appointed Mr. Frédéric Crépin, Group General Counsel, and Mr. Simon Gillham, Chairman of
Vivendi Village and Senior Executive Vice President, Communications, as members of the Management Board.
The Management Board is currently comprised of five members.
Compensation of corporate officers
Management Board
The gross compensation, including benefits in kind, paid by the group in 2015 to the members of the Management Board amounted to
€4.7 million, pro rata to their term of office. This amount comprised the fixed compensation (€2.5 million) and the variable compensation paid
with respect to 2014 (€2.2 million), as approved by the Supervisory Board on February 27, 2015 and November 10, 2015.
On February 18, 2016, the Supervisory Board approved the variable compensation of members of the Management Board with respect to
2015, to be paid in 2016 for an aggregate amount of €3.1 million, pro rata to their term of office, as well as the achievement rate of the 2014
performance share plan granted to Mr. Arnaud de Puyfontaine, who consequently received 79,123 performance shares (i.e., 75% of the initial
grant).
The Chairman of the Management Board, Mr. Arnaud de Puyfontaine, renounced his employment contract. In accordance with the provisions
approved by the General Shareholders’ Meeting held on April 17, 2015, he was granted a contractual severance package in the event of
forced departure and subject to the satisfaction of performance conditions.
In 2014, the three members of the Management Board, in office as of December 31, 2014, received a fixed compensation of €1.6 million, in
respect of their position as corporate officers.
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 with respect to fiscal year 2013, as approved
by the Supervisory Board on February 21, 2014 (€1.0 million).
The charge recorded by Vivendi with respect to equity-settled share-based compensation plans granted to the current members of the
Management Board amounted to €1.9 million in 2015 (€2.1 million in 2014).
Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /88