Proxy Report - 19/04/2018
While Vivendi's board was mostly composed of independent members before the arrival of the Bolloré Group to Vivendi's capital, Vincent Bolloré gradually took control of it. In addition, recent movements reveal an inconsistency in governance since, usually in the structures of the Management Board and the Supervisory Board, the reference shareholder appoints his representatives to the Supervisory Board and the managers of subsidiaries sometimes sit on the Management Board (executive officer of business units). At Vivendi, it's the opposite. The CEO of Havas sits on the supervisory board (Yannnick Bolloré) as well as the number 2 of Havas until a very recent date (Dominique Delport). On the other hand, two leaders of the Bolloré group, his nephew Cédric de Baillencourt and the CEO of the Bolloré Group, Gilles Alix, have been members of the Executive Board since September 2017. These appointments are difficult to understand because their skills do not relate directly to the media. This situation reflects above all the takeover of the Bolloré Group on Vivendi without launching a public offering.
Among the regulated agreements is the acquisition by Vivendi of the stake held by the Bolloré Group in the capital of Havas. Proxinvest had strongly criticized this transaction, which was conducted in scandalous conditions with regard to the conflicts of interest related to the parties involved and which had not been voted on because of a cash settlement.
The service contract between Vivendi and Dominique Delport is also part of the CAC's special report on regulated agreements. The latter has just left Havas and Vivendi announced on March 26 to end this contract.
The reappointment of Philippe Bénacin as a member of the Board will not be approved (resolution 18). Although he is free from conflicts of interest, he is the Chairman of the Joint Appointments and Compensation Committee and the strong protests of the shareholders at the 2017 general meeting of resolutions concerning executive compensation do not seem to have been taken into account. It should be noted that the resolutions proposed this year on remuneration can not all be supported, in particular because of a further increase in the fixed remuneration of two members of the Management Board, which comes after very large increases made in 2016.
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.
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