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Form 20-F
> 2001, The Year in Brief
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Report 2001

Corporate Governance

The Board of Directors consists of 12 members, including 9 independent directors (non-executive directors who do not represent any major shareholders or financial or trading partners). The Vivendi Universal Board met 11 times during 2002. The Board examines the company's strategic orientations and significant investments.

It has set up four independent committees.

The Board examined the most recent recommendations on corporate governance in France and the United States (the Bouton report in France and the Sarbanes-Oxley Act in the U.S.A.). Having done so, and on the recommendation of the Corporate Governance Committee, it adopted an Internal Charter to apply to the Board's workings.

The objectives of the charter are to:

- set out the composition of the Board, in order to guarantee the independence of its decisions;

- define the Board's role and powers and to reinforce its control measures;

- optimize the functioning of the Board by defining the organization of its meetings, its right to information and the work to be performed by its committees;

- serve as a reference for the regular assessment of its functioning that the Board will have to carry out;

- set out rules for transactions involving the company's securities;

- more generally, ensure that the company's management adheres to the latest regulations guaranteeing compliance with the fundamental principles of corporate governance.

Executive Directors
	Jean-René Fourtou Chairman and Chief Executive Officer, Vivendi Universal
Non-Executive Directors
	Claude Bébéar Chairman of the Supervisory Board of AXA	Gérard Brémond Chairman and CEO of Pierre & Vacances Group
	Edgar Bronfman, Jr. Vice Chairman of the Board	Edgar M. Bronfman Former Chairman of the Board of Directors, The Seagram Company Ltd.
	Bertrand Collomb Chairman and CEO of Lafarge	Fernando Falco y Fernandez de Cordova President Real Automovil Club de Espana
	Paul Fribourg Chairman and CEO of ContiGroup Companies	Dominique Hoenn Chief Operating Officer, BNP Paribas
	Gerhard Kleisterlee Chairman and Chief Executive Officer of Philips	Marie-Josée Kravis Senior Fellow, Hudson Institute
	Henri Lachmann Chairman, Schneider Electric

Committees of the Board of Directors

The Board of Directors of Vivendi Universal has set up four independent committees. Their composition is as follows:

Audit Committee
Henri Lachmann (Chairman),
Fernando Falco and Gérard Brémond
(in accordance with the Sarbanes-Oxley Act, the committee exclusively comprises independent directors)

Strategy and Finance Committee
Claude Bébéar (Chairman)
Edgar Bronfman Jr., Gerard Kleisterlee and Paul Fribourg

Human Resources Committee
Marie-Josée Kravis (Chairman)
Dominique Hoenn, Bertrand Collomb and Paul Fribourg

Corporate Governance Committee
Claude Bébéar and Edgar Bronfman Jr. (Co-chairmen)
Marie-Josée Kravis and Bertrand Collomb