Vivendi

The Supervisory Board has set up four specialized committees and has defined their composition and the powers conferred to them: the Strategic Committee, the Audit Committee, the Human Resources Committee and the Corporate Governance Committee.

The Supervisory Board has appointed a Chairman for each Committee. The four Committees of the Supervisory Board are comprised of Board Members, appointed by the Supervisory Board. These members are appointed on a personal basis and cannot be represented. Each Committee determines the frequency of its meetings. These are held at the registered office of the company or in any other place decided by the Chairman of the Committee. The meetings of such Committees may be held by telephone conference or video conference.

The missions of each Committee can have for effect neither the delegation to a Committee of powers granted to the Supervisory Board by law or by the company’s by-laws, nor the reduction or limitation of the powers of the Management Board. Within its area of competence, each Committee issues proposals, recommendations and/or advice.

Each Committee may request from the Management Board any document it deems useful for the fulfillment of its missions. The Committee may carry out or commission research to provide information for the Supervisory Board’s discussions and may request external consulting expertise as required.

The Strategic Committee

The Strategy Committee is currently comprised of five members, four of whom are independent.

Its members are: Claude Bébéar (Chairman), Jean-Yves Charlier, Philippe Donnet, Aliza Jabès, and Jacqueline Tammenoms Bakker.

The Strategic Committee’s main activities involve the following matters:

• the strategic direction of the company;

• the strategic joint-venture agreements;

• major acquisitions or disposals;

• granting of securities, including endorsements and guarantees in favor of third parties, the amount of which exceeds the power delegated to the Management Board;

• substantial internal restructuring transactions;

• transactions outside the scope of the announced strategy; and

• major financing transactions or transactions that are likely to significantly affect the financial structure of the company.

The Audit Committee

The Audit Committee is currently comprised of five members, all of whom are independent and have finance or accounting expertise.

Its members are: Henri Lachmann (Chairman), Aliza Jabès, Pierre Rodocanachi, Daniel Camus, and Jean-Yves Charlier.

The Audit Committee’s main activities involve the following matters:

• the review of the annual consolidated and half-year condensed financial statements, as well as the statutory financial statements prepared by the Management Board, prior to their presentation to the Supervisory Board;

• the review of the cash position of the company;

• the review of the tax aspects or risks and their accounting impact;

• the review of the assessment of the operating and financial risks of the company, their coverage, review of the insurance program;

• internal control methods and standards;

• the consistency and effectiveness of the company’s internal control procedures and review of the Chairman of the Supervisory Board’s report to the Shareholders’ Meeting on the conditions governing the preparation and organization of the Supervisory Board’s procedures and the internal control procedures implemented by the company;

• the procedure for appointing Statutory Auditors, issuance of an opinion for fees paid for the performance of their legal audit functions, certain specific missions and monitoring of the rules ensuring their independence;

• monitoring of the work programs of the external and internal auditors and review of their work conclusions;

• the application of accounting methods and principles, the scope of the company’s consolidation and the risks and off balance sheet commitments of the company;

• review of the annual assessment of the company’s Compliance Program, proposals to improve the efficiency of such program and, if necessary, the issuance of an opinion related thereto; review of the rules of conduct in competition and ethics areas; and

• any matter it considers likely to create or constitute a risk on or to the company; review of any potential procedural failure or corruption cases.

The Human Resources Committee

The Human Resources Committee is comprised of four members, all of whom are independent.

Its members are: Pierre Rodocanachi (Chairman), Maureen Chiquet, Henri Lachmann, and Jacqueline Tammenoms Bakker.

The Human Resources Committee’s main activities involve the following matters:

• the compensation, representation and travel expenses of the Directors and principal officers; and
• the adoption of stock option plans and free grants of shares, or any other mechanisms with similar purpose or effect.

The Corporate Governance Committee

The Corporate Governance Committee is comprised of five members, three of whom are independent.

Its members are: Jean-René Fourtou (Chairman), Claude Bébéar, Henri Lachmann, Christophe de Margerie, and Dominique Hériard Dubreuil.

The Corporate Governance Committee’s main activities involve the following matters:

• the appointment of members of the Supervisory Board, of its Committees and of the Management Board;

• the determination and review of independence criteria for members of the Supervisory Board;

• the terms of payment and distribution of the directors’ fees granted to the Members of the Supervisory Board and its Committees;

• succession plans for certain members of the Management Board; and

• the assessment of the organization and performance of the Supervisory Board.