Report
EUR 492.40 For Business Accounts Only

Etude de l'AG du 25/04/2017

Whereas the board of Vivendi used to be composed in majority of independent members before Vincent Bolloré came to the capital, it appears that after this General Meeting of 2017, the independence rate will be only of 42%. It used to be 71% in 2014, thus Vincent Bolloré is taking control over the board of directors.

Indeed, three members, free from conflicts of interest are not proposed to re-election (Pascal Cagni, Yseulys Costes and Alexandre de Juniac, who, “didn’t asked to be re-elected”) and shareholders are asked to ratify the cooptation of Yannick Bolloré, the son of Vincent Bolloré (resolution 14). The main shareholder is now over-represented at the board (3 members out of 12, that is to say a 25% rate, compared to a capital ownership of 20.65%). Moreover, two employees are proposed to be elected (resolutions 16 and 17).

Furthermore, during the 2015 AGM, Vincent Bolloré’s attitude toward shareholders was really disappointing. Indeed, he did not proposed to shareholders a resolution to allow them to express their opinion on the double voting right. Thus, an external resolution was filed by Phitrust to give shareholders this possibility. This resolution was approved at 50.06%, which is unfortunately not enough to be approved (even though it was approved by more than 60% of the minority shareholders). As a consequence, and in accordance with what Proxinvest said in its previous analysis, the resolution 15 that proposes the re-election of Vincent Bolloré will not be sustained.

Underlying
Vivendi SE

Vivendi is an audiovisual group active in the entertainment industry with activities in music, TV, cinema, mobile, fixed and internet, and games. Co.'s operations are divided into five businesses: Canal+ Group which produces and distributes pay-TV in France, analog or digital, and is involved in film making; Universal Music Group which sells recorded music (physical and digital media); GVT which serves as a telecommunication operator for fixed ultra high-speed broadband, fixed-line telecommunications and Pay-TV in Brazil; SFR which is engaged in mobile phone services in France, as well as fixed and ADSL services; and Other Activities which involves ticketing, Wengo and Watchever.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

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