Ubisoft 2003 Annual Report Download - page 116
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The Board of Directors is composed of six members, four of
whom are also vice presidents and managing directors who
assist the Chairman and Chief Executive Officer. In this
regard, on October 22, 2001 the Board of Directors decided
not to separate the functions of Chairman of the Board of
Directors from general management functions. Complete
details regarding the composition of the Board of Directors
can be found in the table that appears in Section 5.1.
The Board of Directors determines the general strategy for
the company's activity and supervises its implementation. As
often as the company's interests may require, it meets at the
registered office or at any other location chosen by
the Chairman; no special procedure is required for the
summonses. The Chairman provides the directors with all
information and documentation required for the performance
of their task and for the preparation of deliberations
pursuant to Article L. 225-35 of the Commercial Code.
The work of the Board of Directors during the fiscal year
primarily consisted of the following:
●Examining and approving the half-yearly and annual
statements of the fiscal year ending March 31, 2004. In
accordance with Article L. 255-238 of the Commercial
Code, the statutory auditors were invited to attend these
Board meetings.
●Convening the combined Ordinary and Extraordinary
General Shareholders’ Meeting and bondholders’
meetings, as well as drafting documents to be submitted to
the General Meeting (including the agenda).
●Examining strategic questions concerning the Ubisoft
group.
●Examining regulated agreements in accordance with
Article L. 225-38 of the Commercial Code.
●Examining and approving projections regarding future
activity.
The Board met approximately 30 times during the fiscal year
and the level of participation was 70% on average.
It is considering whether to establish rules of procedure
incorporating the main recommendations on corporate
governance contained in the Bouton report, and whether to
appoint, in the medium term, one or several independent
directors, as indicated in the same report.
FINANCIAL REPORT
2004
116
This report – prepared pursuant to Article L. 225-37, Paragraph 6 of the French Commercial Code, stemming from Article
117 of the Law on Financial Security of August 1, 2003 – concerns the conditions under which the work of the Board of
Directors was prepared and organized, as well as the internal audit procedures implemented by the company.
6.1
Conditions under which the work
of the Board was prepared and organized
6. Report from the Chairman
of the Board of Directors,
pursuant to Article L. 225-37 of the Commercial Code,
on the conditions under which the work of the Board
was prepared and organized and on the internal audit
procedures implemented by the company