Vivendi | 2015

For the first year, on 17 April 2015 and via electronic platform, Etica Sgr voted at the general shareholders’ meeting of Vivendi, a French company active in the field of media and communications, with interests in the music industry, television, cinema, publishing, telecommunications and the internet, present in the Investible Universe and in the equity part of the Responsible Values System funds as one of the best performers in its sector.

Etica Sgr voted in favour of approving the financial statements and the Group’s consolidated financial statements, as well as allocating the dividend proposed by management of the Company. Etica voted against approving the report relating to operations with related parties as it identified criticalities relating to the supplementary pension scheme of Jean-Francois Dubos (former Chairman of the Executive Committee); for similar reasons, Etica also decided to abstain from approving the report containing the agreements between the Company and the current Chairman of the Executive Committee (Arnaud de Puyfontaine).

Etica Sgr expressed a contrary vote on the items relating to approval of the remuneration policy of the various directors in office during 2014: aspects particularly relevant to this decision were the absence of the clawback clause and the lack of transparency on the objectives underlying the short-term variable components, which can result in significant discretion in the payment of fees. There was also no indication of the ratio between the remuneration of the Chairman of the Executive Committee and that of the average of the employees.

Etica Sgr voted in favour of the election of two new members of the Supervisory Board: the diversity of gender within the Board, the satisfaction of the international and French best practices of corporate governance and the presence of a good two workers’ representatives within the Board were positively regarded.

As regards the extraordinary shareholders’ meeting, Etica Sgr abstained on the items on the agenda relating to the share capital operations, as the purposes linked to the requested authorisations were unclear. It expressed a favourable vote, on the other hand, to the issuance of securities in favour of employees, considering their equity investment in the Company as positive.

On the item on the agenda proposed by the shareholders relating to the maintenance of the one share – one vote principle, a favourable vote was expressed, while Etica Sgr voted against the other two (relating to the increase of the ordinary dividend and the distribution of an extraordinary dividend).

Engagement Foreign companies
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