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Vivendi Revamps Board

January 30, 2003|Richard Verrier | Times Staff Writer

Vivendi Universal's board on Wednesday named three outside directors and announced a new set of corporate governance rules in a further effort to bolster investor confidence in the French media giant.

The board also discussed alternatives for the future of the company's U.S. entertainment group, including floating the entertainment assets in a public offering or selling the businesses outright. Suitors include oil tycoon Marvin Davis, who is set to meet with Vivendi Chief Executive Jean-Rene Fourtou this week to renew talks on his offer to buy the group for $20 billion.

Other potential bidders for all or part of the Universal assets include Liberty Media Corp., General Electric Co.'s NBC unit, Microsoft Corp. and Metro-Goldwyn-Mayer Inc.

The board, however, has not decided on a course of action.

Vivendi's board, long criticized for being too slow to react to the turmoil Vivendi faced last year when heavy debt nearly sank it, said it reorganized its committees and adopted a series of corporate governance reforms intended "to guarantee the independence of its decisions."

Although it did not give specifics, Vivendi said the new rules would give the board greater oversight of management.

The new charter, according to a source close to the board, addresses long-standing criticism that some of Vivendi's previous board members were too close to former CEO Jean-Marie Messier to challenge his strategy of spending billions to buy up companies such as Universal Studios.

At least one of the new rules -- which establishes guidelines for the company's stock transactions -- appears to spring directly from board member complaints that Messier concealed millions of dollars worth of share repurchases. Messier, whose actions are at the center of criminal and civil probes of Vivendi in France and the U.S., has denied wrongdoing.

The new directors are Gerard Bremond, CEO of resort operator Pierre & Vacances Group; Bertrand Collomb, CEO of French building materials company Lafarge; and Paul Fribourg, CEO of agribusiness concern ContiGroup Cos.

The appointments create a 12-member board, down from 19 directors two years ago. Several directors resigned last year amid the turmoil.

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