April 20th 2020
For several years, Phitrust has considered that Vivendi’s governance is unsatisfactory and has submitted several written questions to the Management Board for the General Meeting of April 20, 2020. They are related to:
> The confusion of functions between members of the Supervisory Board and operational managers,
> The remuneration and the role of the Censor,
> The capital reduction by Public Share Buyback Offer
The Annual General Meeting, held behind closed doors, registered a participation of 66%. Worth noting a significant opposition of certain minority shareholders to numerous resolutions, and more specifically:
> The renewal of the mandate of Mr.Yannick Bolloré, current Chairman of the Supervisory Board, approved with only 74% of votes;
> The approval of the n ° 7 to 27 resolutions with only 70% and 80% of votes, the 9th resolution regarding the compensation paid to Mr.Yannick Bolloré being approved with only 68.7%.
The Public Share Buyback offer was voted in the 28th resolution with a small majority (69.4%). We see it as an option allowing the reference minority shareholder, the Bolloré group, to strengthen its control on VIVENDI without having to launch a public offer.
Finally, the dividend increased from € 0.50 to € 0.60 per share. No reference was made to our proposal made on March 30th to the Management Board to create a fund which objective would be to support subcontractors or companies that are part of the group’s ecosystem (similar to what Danone did with its Ecosystem fund or the recent initiatives taken by Edenred or EssilorLuxottica).
With Phitrust Active Investors France mutual fund’s investors, we call upon the VIVENDI’s Board to:
> Take into account the opinion of minority shareholders,
> Set up a new governance avoiding the confusion of functions,
> Consider appointing as Chairman of the Supervisory Board an effectively independent member who is free from any potential conflict of interest, in particular with the Bolloré group (27.1% of the capital and 29.6% of the voting rights)Phitrust hopes that Vivendi’s executives will provide precise and detailed answers to these questions at the Shareholders’ Meeting on April 20th, which would be appreciated by all shareholders and institutional investors.
Last but not least: Mr. Vincent Bolloré (first shareholder of Vivendi via his family group and holding a fortune of more than 10 billion euros) signed an employment contract as an advisor to the Management Board. As such, he will receive a fixed compensation of 500,000 euros, plus a variable (80 to 100% of the fixed) calculated according to the same performance criteria as for other managers.
With this compensation, which appears rather inadequate in view of current times, Mr. Vincent Bolloré does not serve the image of his group, neither the one of top managers in general
About the Sicav Phitrust Active Investors France
The Sicav Phitrust Active Investors has been working since 2003 with large listed companies so that they can change their environmental, social and governance practices.