Ubisoft 2005 Annual Report Download - page 149

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7
147
UBISOFT • 2006 ANNUAL REPORT
FINANCIER
CHAIRMAN OF THE BOARD OF DIRECTORS’ REPORT
Conditions under which the Board’s work
is prepared and organized
7.1
This report, prepared pursuant to Article L.225-37, Paragraph 6 of the French Commercial Code, resulting from Article
117 of the Financial Security Act of August 1, 2003, reports on the conditions under which the Board of Directors’ work is
prepared and organized, as well as the internal control procedures implemented by the company.
The Board of Directors is composed of six members, four
of whom are also Vice-Presidents who assist the Chairman
and Chief Executive Officer.
On October 22, 2001 the Board of Directors decided not to
separate the functions of Chairman of the Board of
Directors from those of general management. Complete
details regarding the composition of the Board of Directors
can be found in the table that appears in section 6.1.
On July 18, 2006, Ubisoft has announced Mister Marc
Fiorentino has been elected to serve as independent direc-
tor. His appointment will be submitted for ratification at
the next Ordinary General Meeting, scheduled for
September 25, 2006.
Each director must own at least one share. The directors
are appointed for a term of six years which may be renewed.
They may not be more than 80 years of age.
Information about
the directors
The Chairman and Chief Executive Officer provides the
directors with all information and documents required for
the performance of their task and for the preparation of
deliberations, pursuant to Article L. 225-35 of the French
Commercial Code.
The directors are bound to secrecy with regard to information
of a confidential nature and provided as such by the Chairman
of the Board of Directors.
Powers of the Board
The Board of Directors determines the company’s policies
and ensures that they are implemented. It meets as often
as the company’s interests may require at the registered
office or at any other location chosen by the Chairman; the
meeting notices need not take any special form.
Rules of procedure
The Board of Directors adopted its rules of procedure at
its meeting of July 27. 2004.
These procedures provide, among other things, for the
ability to use videoconferencing. The videoconferencing
equipment used must have technical features that ensure
genuine participation in the Board meeting and allow the
Board’s deliberations to be broadcast continuously.
The rules of procedure may be consulted by shareholders
at the company’s business office or at head office.
Main topics discussed
during the fiscal year
The work of the Board of Directors during the fiscal year
primarily consisted of the following:
examining and approving the half-yearly and year-end
financial statements for the fiscal year ended March 31,
2006. In accordance with Article L. 255-238 of the
French Commercial Code, the statutory auditors were
invited to attend these Board meetings;
examining and approving the forecasted financial statements;
examining strategic matters concerning the Ubisoft
group;
examining collective agreements in accordance with
Article L. 225-38 of the French Commercial Code.
The Board of Directors met 12 times during FY 2005-06.
Composition and
organization of the Board
7.1.1 7.1.4
7.1.5
7.1.2
7.1.3