Ubisoft 2012 Annual Report Download - page 168

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Governance and Internal control
2012
163
1 REPORT OF THE CHAIRMAN OF THE BOARD OF
DIRECTORS ON CORPORATE GOVERNANCE AND
INTERNAL CONTROL
This report prepared in accordance with the provisions of Article L. 225-37 of the French Commercial
Code was approved by the Board at its meeting held on May 14, 2012.
It was also the subject of a report prepared by the statutory auditors, in accordance with Article L. 225-
235 of the French Commercial Code, on internal control procedures relating to the preparation and
processing of accounting and financial information and of a declaration regarding the preparation of
other necessary information.
The main parties involved in preparing and drawing up the report are the Chairman and Chief
Executive Officer, the members of the Board of Directors and of the committees, working in close
collaboration with the administrative department in charge of its preparation.
This report is a descriptive approach of the works started, completed and planned by the Company; in
no way it intended to demonstrate that the Company has complete control over all of the risks it may
encounter.
1.1 CORPORATE GOVERNANCE CODE
As regards corporate governance, the Company refers to the corporate governance code for listed
companies, published by AFEP-MEDEF (Association of French Private-Sector Companies/French
Business Confederation) (consolidated code of December 2008 updated in April 2010 and available at
www.code-afep-medef.fr) (the “AFEP-MEDEF Code”).
The Company considers that it complies with the corporate governance principles of the AFEP-
MEDEF Code insofar as these principles are consistent with the organization, size, capacity and
ownership structure of the Company and/or the Ubisoft Group.
In accordance with the provisions of Article L. 225-37 of the French Commercial Code, this report lists
the provisions of the AFEP/MEDEF Code passed aside by the Company and the reasons related
thereto.
In addition, the Board of Directors continues to reflect on the application and, if applicable, the
adaptation of the rules of the AFEP-MEDEF Code which have not yet been implemented, by taking
into account the specific characteristics of the Company.
1.2 COMPOSITION OF THE BOARD
The Board of Directors comprises six members, four of whom are also Executive Vice Presidents and
assist the Chief Executive Officer.
The composition of the Board is expected to change in the very short term insofar as Marc Fiorentino
expressed the wish that his directorship expiring at the end of the next Annual General Meeting is not
subject to renewal, for the reasons set out under 1.2.1 below.
As a result, the Company intends to proceed, in consideration of the studies conducted within the
context of ensuring a balanced representation of women and men within the Board (1.2.3 below), with
the appointment at the next Annual General Meeting of at least one woman as candidate for the
aforesaid directorship.
The composition of the Board of Directors is contained in section 4.2.1 of the management report.