The shareholders of the mutual fund (Sicav) Phitrust Active Investors France have taken the decision to submit a resolution project at Vivendi’s Annual General Meeting on April 15th 2019.
Since 2015, Phitrust has insisted on Vivendi’s non-satisfactory governance. Today, the company’s governance is “reversed” and does not comply with the logic of having a separation of powers. This separation of management functions had been voted by shareholders at the AGM in 2005 with the creation of a Supervisory Board and a Management Board. Indeed, in a dual governance structure with a Supervisory Board and a Management Board, major shareholders should be represented at the Supervisory Board, and the Group’s operational management should be members of the Management Board. In fact, Vivendi’s current governance structure is the opposite of what good governance practices should be.
The Supervisory Board, appointed by shareholders, is chaired by Mr. Yannick Bolloré, who is also the Chairman and CEO of Havas Group, which is one of Vivendi’s subsidiaries. Therefore, Yannick Bolloré has the responsibility of “supervising” Vivendi’s Management Board to which he must himself report as the Executive Director of one of the most important subsidiaries.
Furthermore, two managing directors of the Group, Bolloré, Mr. Gilles Alix and Mr. Cédric de Bailliencourt, are both members of Vivendi’s Management Board, without having key experiences of the business specificities of Vivendi. It therefore seems complicated for Vivendi’s Supervisory Board to oversee the representatives of its major shareholder…
In general terms, concerning potential conflicts of interest that can be generated by business relationships between the companies Vivendi and Bolloré, it would be in an interest of good governance that the Supervisory Board of Vivendi appoints an independent Chairman.
Phitrust calls upon shareholders to join this resolution project asking for the anticipated end of Yannick Bolloré’s mandate as a member of the Supervisory Board at the Annual General Meeting on April 15th 2019.