Ubisoft 2012 Annual Report Download - page 172

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Governance and Internal control
2012
167
Meeting;
- examines and approves the financial statements;
- monitors the quality of the information provided to shareholders and to the markets in the financial
statements or when major transactions are carried out.
1.3.2 MAIN ISSUES ADDRESSED DURING THE FINANCIAL
YEAR/PROCEEDINGS OF THE BOARD OF DIRECTORS
During the financial year, the Board of Directors mainly focused on:
- examining Ubisoft’s strategic considerations;
- examining and approving the corporate and consolidated financial statements for the year ended
March 31, 2011 and the interim consolidated financial statements of September 30, 2011;
- establishing forecast management statements;
- financial information/financial reports;
- examining regulated agreements in accordance with Article L. 225-38 of the French Commercial
Code;
- preparing the Combined General Meeting of June 30, 2011 (agenda, draft resolutions, reports for
this meeting, response to a written question from a shareholder);
- implementing the authorizations granted by the Shareholders’ Meeting, in particular as regards
employee shareholding and financial” authorizations;
- renewing the authorization granted to the Chief Executive Officer to provide deposits,
endorsements and guarantees on behalf of the Company;
- establishing corporate governance policies: reviewing the self-evaluation questionnaires of the
Board of Directors and its committees from March 2011, fixing and allocating directors’ fees and
associated updating of by-laws of the Board and its committees;
- implementing the share buyback program;
- reading the reports of its committees (the Strategy and Development Committee and the
Compensation Committee).
In accordance with Article L. 823-17 of the French Commercial Code, the auditors were invited to
attend the Board meetings approving or examining the financial statements.
The Board of Directors met 10 times during the financial year 2011/2012, with an attendance rate of
75%.
1.3.3 INFORMATION TO DIRECTORS
The Chairman and Chief Executive Officer provides the directors with the information and
documentation necessary for them to carry out their duties and to prepare meetings in accordance
with Article L. 225-35 of the French Commercial Code.
Each director may independently obtain additional information from the Chairman and Chief Executive
Officer, who is at all times available to provide relevant information and explanations to the Board of
Directors.
Directors are bound by a duty of confidentiality as regards confidential information that is provided as
such by the Chairman of the Board of Directors.
1.3.4 ASSESSMENT OF THE WORK OF THE BOARD OF DIRECTORS
The Board conducted a formal evaluation of the functioning of the Board and its committees through a
questionnaire sent to each director in March 2011 and the results of these questionnaires have been
the subject of discussions by the Board of Directors for the year 2011/2012.
The evaluation focuses mainly on Board composition, its functioning, the frequency and duration of
meetings, the topics covered, the quality of debate, information from directors and the work of its