Ubisoft 2005 Annual Report Download - page 140

Download and view the complete annual report

Please find page 140 of the 2005 Ubisoft annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 163

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163

Rules applicable to the appointment and
replacement of the members of the Board
of Directors
6.2
During the life of the company, directors are appointed or re-appointed by the Ordinary General Meeting; however, in case
of a merger or spin-off, appointments may be made by the Extraordinary General Meeting called to approve the operation.
When, pursuant to the laws and regulations in effect, a director is appointed to replace another director, he/she performs
his/her functions only for the remainder of his/her predecessor’s term.
A director’s functions cease at the end of the Ordinary General Meeting that is called to approve the financial statements
of the previous year and held during the year in which his/her term expires.
The company has not issued any loans or granted any guarantees to members of the Board of Directors.
Absence of fraud conviction, association
with a bankruptcy or public incrimination
and/or sanction
6.4
To the company’s knowledge, over the last five years:
None of the members of the Board of Directors has been convicted of fraud.
None of the members of the Board of Directors has been associated with a bankruptcy, receivership or liquidation while
serving on an administrative, management or supervisory body.
No official public incrimination and/or sanction has been delivered against any of the members of the Board of Directors.
Functioning of the Board of Directors
6.3
6.5
Loans and guarantees granted to members
of the Board of Directors
The Board of Directors is vested with the fullest powers to
determine the policies guiding activities and ensures that they
are implemented within the limits of the corporate purpose
and the powers expressly granted by law to General Meetings.
Pursuant to Article L225-51 of the French Commercial Code,
the Board of Directors, at its meeting of October 22, 2001,
established the manner in which the company’s general
management would carry out its duties. It decided not to sepa-
rate the Chairman of the Board of Directors’ duties from
those of its general management.
As a result, the statutory role of Mr. Yves Guillemot, as
Chairman of the Board of Directors, is to represent the
company’s Board of Directors, organize its work and report
on its work to the General Shareholders’ Meeting, ensure
the proper functioning of the company’s corporate bodies
and, in particular, see to it that the directors are fully capa-
ble of performing their duties. As a member of general
management, conditional upon the powers granted by law to
General Shareholders’ Meetings and to the Board of
Directors, he is vested with the fullest powers to act in all
situations on the company’s behalf and to represent it in its
relations with third parties.
At its meeting of July 27, 2004, the Board of Directors adop-
ted its rules of procedure enabling it, among other things, to
use videoconferencing equipment to conduct its meetings.
The Board of Directors met 12 times during FY 2005-06.