Over the last few years, Phitrust believes that Vivendi’s governance is not satisfactory. In preparation of the AGM on April 15th, Phitrust has sent several written questions at the Annual General Meeting concerning the following issues.
I. On the allocation of functions and responsibilities: Mr Yannick Bolloré is both Chairman of the Supervisory Board and the Chairman & CEO of Havas, a wholly-owned operational subsidiary of Vivendi. Therefore, it appears that there is a significant conflict of interest. In addition, two Managing Directors of the Bolloré group, Gilles Alix and Cédric de Bailliencourt, are both members of the Management Board. Vivendi’s Supervisory Board is therefore in a position of control over the representatives of its major shareholder, who also have an executive role in the controlled company.
Phitrust is also surprised by the absence of women within the Management Board’s seven members. In comparison, the Supervisory Board is composed of six women among twelve members.
II. On double voting rights and the take-over of Vivendi: Phitrust has once again shared its point of view concerning double voting rights, which only serve shareholders willing to take control of a company without having to launch a takeover bid. This seems quite obvious in the case of the Bolloré group. As part of the sale of UMG (Universal Music Group), Vivendi has announced a NCIB program (Normal-Course Issuer Bid) followed by a cancellation of 25% its own shares. The Bolloré group could once again ask a derogation to the French financial markets authority (Autorité des Marchés Financiers – AMF) concerning the obligatory takeover bid, being considered as a “passive threshold crossing”. Therefore, the Bolloré group would become Vivendi’s major shareholder without having to launch a takeover bid, at the expense of minority shareholders. The Bolloré group controlling Vivendi and playing a strong role at the Annual General Meeting, it therefore seems that the takeover would be orchestrated and should require a takeover bid.
III. On the remuneration of the Chairman of the Management Board: The Supervisory Board has not implemented the remuneration policy approved by the 2018 Annual General Meeting. The fixed remuneration of 1.2 m€ increased to 1.4 m€, representing an increase of 200,000€ compared to what was initially voted. In addition, this remuneration policy did not authorise the payment of an exceptional compensation of 390,000€ to the Chairman of the Management Board.
IV. On the regulated agreements and commitments: Phitrust has asked for clarification concerning the regulated agreements and commitments between the Bolloré group, its holding companies or its subsidiaries, with Vivendi group entities.
Furthermore, Phitrust regrets the formalism of the convocation to the Annual General Meeting: the narrow timeframes due to a late AGM notice, as well as the modalities for the filing of resolutions and written questions, which consequently limit the right to expression of shareholders. Phitrust has alerted the French financial markets authority (AMF) concerning all these issues. Phitrust hopes that Vivendi’s executive management will bring precise and detailed answers to these questions, which would be greatly appreciated by all shareholders and institutional investors.