Ubisoft 2014 Annual Report Download - page 197

Governance and Internal Control
2014
192
Assessment of the work of the Board of Directors
The Board of Directors conducted a formal evaluation of the functioning of the Board and its
committees through a questionnaire sent to each director. The last questionnaire was submitted to the
directors in March 2011 and the results were the subject of discussions by the Board of Directors for
the financial year 2011/2012.
The next formal evaluation by the Board of Directors will be carried out in the financial year 2014/2015
so that on the one hand, the directors appointed during the financial year possess the necessary
distance to debate in full knowledge of the facts and on the other hand, in order to incorporate all
matters relating to the Audit Committee set up on November 20, 2013.
Board committees
The internal rules of the Board of Directors provide for the option for it to create one or more
committees from its members in order to provide it with assistance. The Committees act in an advisory
capacity. Their particular responsibilities include reviewing the questions that the Board or its
Chairman submit for its consideration and reporting their conclusions to the Board in the form of
proposals or recommendation reports. Members chosen from among the directors are appointed by
the Board of Directors, which also designates each committee’s Chairman. The responsibilities and
specific operating procedures of each committee were specified by the Board when they were
established and were added to the internal rules.
The Board of Directors was assisted by two specialized committees during the 2014 financial year: the
Audit Committee established on November 20, 2013, and the Compensation Committee.
The development of the composition of the committees during the financial year is shown in section
4.2.2 of the management report.
100% of the members of the committees are independent.
- Audit Committee
This committee was created on November 20, 2013. Its internal rules, which are attached to the
internal rules of the Board of Directors, describe its responsibilities and operating procedures in
particular.
Composition
The committee has two members: Didier Crespel, who is the Chairman of the committee, and
Laurence Hubert-Moy.
The professional background of the members of the Audit Committee allows them to benefit from
the financial and accounting expertise required to undertake their responsibilities.
Responsibilities
The Audit Committee is responsible for monitoring the preparation of accounting and financial
information, the effectiveness of internal control and risk management systems, statutory audits of
the annual financial statements and consolidated financial statements by the statutory auditor and
the independence of the latter. It prepares and facilitates the work of the Board of Directors with
regard to these matters.