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Friday, February 19, 2016
The charge recorded by Vivendi with respect to the vested rights under the pension commitments of the Management Board members in
office as of December 31, 2015 amounted to €4.1 million (compared to 2.2 million in 2014). The amount of net pension obligations toward the
members of the Management Board in office as of December 31, 2015 amounted to €21.2 million as of this date. The former Chairman of the
Management Board, who served until June 24, 2014, exercised, on that date, his pension benefit rights after 23 years of service within the
group and a debit on plan assets was recorded for €9.4 million.
Supervisory Board
For 2015, the Supervisory Board decided, at its meeting held on February 27, 2015 and upon the recommendation of the Corporate
Governance, Nominations and Remuneration Committee, to grant the payment of an annual director’s fee of €60,000 to the Chairman of the
Supervisory Board and to offset it against his annual compensation capped at €400,000, which was consequently reduced to €340,000 and
remains subject to the same performance conditions used to calculate the 2015 variable compensation of the Management Board members.
On February 18, 2016, the Supervisory Board approved the level of satisfaction of performance conditions and as a result, decided to set the
compensation of the current Chairman of the Supervisory Board at €340,000 for 2015.
For the period from June 24 to December 31, 2014, the compensation of the Chairman of the Supervisory Board in office, paid in 2015,
amounted to €207,778 on a prorata temporis basis. The fixed compensation paid to the Chairman of the Supervisory Board in office until
June 24, 2014 amounted to €338,333 on a prorata temporis basis.
The gross amount of directors’ fees paid to the remaining members of the Supervisory Board with respect to 2015 was €1,131,666 (compared
to €1,048,571 in 2014). Moreover, at its meeting held on April 4 and 5, 2014, the Supervisory Board decided to award an additional
compensation of €130,000 to members of the ad hoc Committee, in recognition of the workload due to its mandate and the high quality of
the work they had contributed.
Moreover, at its meeting held on September 2, 2015, Vivendi’s Supervisory Board authorized the Management Board to enter into an
agreement with Mr. Dominique Delport, a member of Vivendi’s Supervisory Board, for a five-year period as from October 1, 2015. Pursuant to
the terms of this services contract, Mr. Delport provides assistance and advice regarding the creation and use of new digital contents as part
of the development of Vivendi Contents and Dailymotion, for an annual fee capped at €500,000. As part of this contract, Vivendi paid €75,000
in 2015. In addition, pursuant to the terms of this contract, Mr. Delport was granted a long-term incentive plan, as described in Note 18.
Chapter 3 of the Annual Report contains a detailed description of the compensation policy and the compensation and benefits of
Vivendi SA’s corporate officers, in accordance with the recommendations of the AFEP-MEDEF Code.
21.2 Other related parties
A list of Vivendi’s major consolidated entities or entities accounted under equity method is presented in Note 24:
The transactions between consolidated companies are not included in the group’s Consolidated Financial Statements.
A list of the companies over which Vivendi exercises a significant influence is presented in Note 11. It is primarily comprised of
Telecom Italia held at 21% by Vivendi, and Vevo, held at 49% by Universal Music Group. The transactions with companies accounted
for under the equity method are presented in the table below.
Companies in which Vivendi’s corporate officers or their close relatives hold significant voting rights are notably:
Bolloré Group and its subsidiaries, directly or indirectly controlled by Mr. Vincent Bolloré, Chairman of Vivendi’s Supervisory Board,
and his family;
Havas Group and its subsidiaries, 60% held by Bolloré Group; and
Quinta Communications, held by Mr. Tarak Ben Ammar.
Since April 9, 2015, Bolloré Group holds 196.4 million Vivendi shares. As of December 31, 2015, these shares represented approximately
14% of Vivendi’s share capital. Vivendi paid, on April 23, 2015, a dividend of €196.4 million to Group Bolloré, with respect to fiscal year
2014, and, on June 29, 2015, an interim dividend of €196.4 million, with respect to fiscal year 2015. On February 3, 2016, Vivendi paid a
second interim dividend of €196.4 million to Group Bolloré, with respect to 2015.
Excluding the following transactions with related parties, there are no other transactions between Vivendi, Havas Group, Bolloré Group, and
their corporate officers.
Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /89