Ubisoft 2012 Annual Report Download - page 169

Governance and Internal control
2012
164
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The by-laws of the Board of Directors set all the principles, which, without being set up as strict rules,
should guide the composition of the Board of Directors.
1.2.1 INDEPENDENT DIRECTOR
The Board of Directors comprises at the present time five members from the Guillemot family and one
independent director as defined by the AFEP/MEDEF Code, namely an independent director who (i)
must not have any relationship of any kind whatsoever with the Company, its Group or the
management that is such to compromise his or her judgment and (ii) must meet the following criteria:
 must not be an employee or corporate officer of the Company, or an employee or director of its
parent or a company that it consolidates, and must not have been in such a position for the
previous five years;
 must not be a corporate officer of a company in which the Company holds a directorship, directly or
indirectly, or in which an employee appointed as such or a corporate officer of the Company
(currently in office or having held such office going back five years) is a director;
 must not be a customer, supplier, investment banker or commercial banker that is material for the
Company or its Group or for which the Company or its Group accounts for a significant part of its
business;
 must not be related by close family ties to a corporate officer;
 must not have been an auditor of the Company within the previous five years;
 must not have been a director of the Company for more than twelve years.
It should be noted that the contract of order and transfer of rights entered into between the Company
and NextVision (where Marc Fiorentino is sole manager) on October 18, 2011, pursuant to which
NextVision must provide the Company with services relating to the development of an online game,
cannot at this time, due to the commitment required and the absence of remuneration for the past
financial year, be considered significant and therefore brings into question the independence criteria of
Marc Fiorentino.
However, as Marc Fiorentino having expressed the wish to focus more actively on operations in
connection with the Ubisoft Group’s actual business in the short or medium term and as these new
activities may be likely to bring into question the independence criteria described above, he informed
the Company of his desire not to be reappointed as director at the end of the next Annual General
Meeting to be held to approve the renewal of his directorship.
Further to this announcement, the Company carried out concomitantly the study of the appointment of
a new independent director on the Board of Directors (to replace Marc Fiorentino) (see 1.2.1 above)
and the improvement of the representation of women within the Board.
The Board of Directors - aware that in this context such an appointment - will not allow the Company
to comply with the recommendations of the AFE-MEDEF Code stating that the proportion of
independent directors shall make up at least a third in the companies controlled by a principal
shareholder will continue its reflection related thereto while taking into account the principle of a
balanced representation of women and men within the Board