Ubisoft 2014 Annual Report Download - page 196

Governance and Internal Control
2014
191
Consequently, the Board of Directors:
- sets the Group’s targets and defines its strategy in line with its culture and values;
- chooses the organizational arrangements for the general management (separation of the position
of Chairman from that of Chief Executive Officer, or both of these positions held by the same
person);
- implements, where it sees fit, the authorizations granted to it by the Shareholders’ 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.
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, 2013, and the interim consolidated financial statements of September 30, 2013
- establishing forecast management statements
- financial information/financial reports
- examining relating-party regulated agreements in accordance with article L. 225-38 of the French
Commercial Code
- preparing the Combined General Meeting of June 27, 2013, and the Ordinary General Meeting of
November 20, 2013, (agenda, draft resolutions, reports for this meeting)
- 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 and updating the internal rules of the Board of
Directors and its committees
- implementing the share buyback program
- reading the reports of its committees (the Audit 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 13 times during the 2013/2014 financial year, with an attendance rate of
92.31%.
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 available at all times 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.