Ubisoft 2014 Annual Report Download - page 191

Governance and Internal Control
2014
186
Provisions of the AFEP-MEDEF Code
Explanation
10. Evaluation of the Board of Directors
10.2 “The evaluation should have 3 objectives: […] (iii) to
measure the actual contribution of each director to the
Board’s work through his or her competence and
involvement in discussions.
With regard to the recommendation on measuring the
actual contribution of each director to the Board’s work
through his or her competence and involvement in
discussions, the Board does not believe that it is desirable
to formally measure their actual contribution to the work of
the Board, which is and must remain a collegial body.
Each director’s individual contribution may also vary from
one meeting to another depending on the topics under
discussion.
10.3 “Once a year, the Board should dedicate one of the
items on its agenda to a debate concerning its operation.”
The Board’s discussions regarding the appointment of
independent directors have indirectly led the latter to
review the operating procedures of the Board.
However, a formal item was not added to the agenda
during the past financial year regarding evaluation of the
Board insofar as its composition was significantly modified
(appointment of Laurence Hubert-Moy on June 27, 2013,
and Pascale Mounier and Didier Crespel on November
20, 2013) and it was therefore deemed appropriate to wait
for the new appointed directors to possess the necessary
distance in order to debate in full knowledge of the facts.
It is planned to add such an item to the agenda of a Board
meeting to be held during the current financial year.
10.4 “It is recommended that the non-executive directors
meet periodically without the executive or “in-house”
directors. The internal rules of operation of the Board of
Directors could provide for such a meeting once a year, at
which time the evaluation of the Chairman’s, Chief
Executive Officer’s and Executive Vice Presidents’
respective performance would be carried out, and the
participants shall reflect on the future of the company’s
executive management.”
Questions relating to the Chairman and Chief Executive
Officer’s and the Executive Vice Presidents’ performance
are handled by the Compensation Committee during the
annual review of their compensation. For these reasons, a
formal meeting without the Chairman and Chief Executive
Officer or the Executive Vice Presidents is not provided for
in the internal rules of the Board.
14. Duration of the Directors’ term of office
Item relating to the number of shares to be held by the
directors
“Even though it is not required by law, it is imperative that
the articles of association or the internal rules of the Board
of Directors set a minimum number of shares in the
corporation concerned that each director must personally
hold [….].
The internal rules of the Board state that it is desirable for
each director to endeavor to hold shares in the company
that exceed the minimum number provided for in the
articles of association.
The number of shares held by directors is variable as the
Board currently believes that the number of shares held by
the directors is not a corollary of their involvement in
executing their duties.
Moreover, by virtue of current practice, which invites
directors to hold a number of shares representing at least
one year’s directors’ fees, recent appointments have not
allowed the directors concerned who wish to adhere to this
practice to receive an entire year’s directors’ fees and so, to
implement this practice where applicable.
16. Audit Committee
“The time available for reviewing the accounts should be
sufficient (no less than two days before review by the
Board)”
In due consideration of the deadlines for preparation of the
financial statements and publication of results on the one
hand, and the internal organization of the Company on the
other hand, the financial statements are examined by the
Audit Committee the day before the Board meeting.
However, the Company endeavors, as far as possible, to
submit the documents to the Committee members
sufficiently in advance in order for them to be able to
inspect them under proper conditions.
17. The Committee in charge of appointments or
nominations “in charge of preparing the future membership
of leadership bodies”
The Company does not have an Appointments or
Nominations Committee and the Compensation
Committee is not endowed with such a mission.
The Board of Directors does not deem it appropriate to
establish such a committee at this stage.