Ubisoft 2014 Annual Report Download - page 200

Governance and Internal Control
2014
195
1.5 RULES AND PRINCIPLES APPLIED BY THE BOARD OF
DIRECTORS TO DETERMINE THE COMPENSATION AND
BENEFITS OF ALL KINDS GRANTED TO EXECUTIVE
DIRECTORS
The amount of directors’ fees voted on in 2006 was increased from €250 thousand to €370 thousand
by the General Meeting of June 27, 2013, and from €370 thousand to €450 thousand by the General
Meeting of November 20, 2013 in order to reflect the expected increase in the number of directors
(General Meetings of June 27, 2013, and November 20, 2013) and the establishment of an Audit
Committee from November 20, 2013.
The principles and rules used to determine the compensation of the Chairman and Chief Executive
Officer and the Executive Vice Presidents and the directors’ fees paid to directors for the 2014
financial year are shown in section 4.5.2 and 4.5.3 of the management report.
In the 2014 financial year, the Chairnan and Chief Executive Officer and the Executive Vice Presidents
benefited, on the proposal of the Compensation Committee, from an allocation of stock options in the
proportions and under the conditions set out in section 3.3.5 of the management report. They did not
benefit from bonus share grants and do not have a supplementary pension scheme.
With regard to bonus shares, it should be noted that the authorization submitted to the Combined
General Meeting of July 1, 2014, with regard to the matter stipulates that directors of the Company
holding corporate office may not be beneficiaries of bonus shares.
The elements of compensation due or granted to the the Chairman and Chief Executive Officer and
the Executive Vice Presidents for the financial year ended March 31, 2014, as presented in section
4.5.2 of the management report shall be submitted to the shareholders for consultation during the
Combined General Meeting of July 1, 2014, in accordance with the recommendations of article 24.3 of
the AFEP-MEDEF corporate governance code for listed companies, which was revised in June 2013
and to which the Company refers.
Pursuant to the AFEP-MEDEF Code and the AMF recommendations of December 22, 2008, which
were modified on December 17, 2013, information on management compensation is provided in the
tables contained in section 4.5.3 of the management report.
1.6 SHAREHOLDERS’ ACCESS, ATTENDANCE AND VOTING AT
GENERAL MEETINGS
All shareholders have the right to attend General Meetings under legally prescribed conditions.
Information on access, attendance and voting at General Meetings appears in articles 8 and 14 of the
Company’s articles of association, with details in section 3.2 of the management report. This
information is provided again in the notice of meeting and the convening notice published by the
Company before any General Meeting.
1.7 PUBLICATION OF THE CAPITAL STRUCTURE AND
MATTERS LIKELY TO HAVE AN INFLUENCE IN THE EVENT
OF A PUBLIC OFFERING
This report refers to section 3.3 of the management report for the year ended March 31, 2014, as
regards the publication of information referred to in article L. 225-100-3 of the French Commercial
Code relating to the Company’s capital structure and matters likely to have an influence in the event of
a public offering.