Ubisoft 2014 Annual Report Download - page 88

Management Report
2014
83
4.5 MANAGEMENT COMPENSATION
In accordance with article L. 225-102-1, paragraphs 1 and 2 of the French Commercial Code, a
breakdown of the total compensation and benefits of any kind paid to corporate officers over the
financial year appears below.
This section includes all information required by the French Commercial Code, along with the tables
recommended by the AFEP-MEDEF Code – or by the AMF on December 22, 2008 – relating to the
information on compensation of corporate officers that should appear in registration documents.
4.5.1 MANAGEMENT AND CORPORATE OFFICER COMPENSATION
POLICY
In accordance with the recommendations of the AFEP/MEDEF Code revised in June 2013 to which
the Company refers, the following principles are used by the Compensation Committee in order to
recommend to the Board of Directors compensation systems that are attuned to the Group’s values.
The following aspects are taken into consideration in particular:
- Balance between the compensation components; each one must be clearly substantiated and
correspond to the general interest of the Company
- Benchmark within the context of a business sector and the benchmark European or global market
- Consistency with that of other officers and employees of the Group
- Understandability of the rules, which must be simple, stable and transparent. The performance
criteria used in order to determine the variable part of the compensation, in particular subscription
or purchase options options and performance shares, must correspond to the Company’s
objectives, and be demanding, explainable and long-lasting
- Proportionality which must be balanced and take into account market practices and officers’
performance
Compensation granted to the Chairman and Chief Executive Officer, and to the Executive Vice
Presidents, is set by the Board of Directors following a proposal by the Compensation Committee,
which bases its judgment on comparative studies of large firms and/or companies operating in the
same business sector, or industries facing the same economic, technological and competitive
challenges.
Messrs Guillemot are remunerated for their positions as Chief Executive Officer and Executive Vice
Presidents. This involves a fixed compensation element – whereby it should be noted that the
Compensation Committee has proposed to the Board of Directors to attach to the compensation of the
Chief Executive Officer, with effect from April 1, 2014, an annual variable compensation element
based on quantitative and/or qualitative criteria and extraordinary compensation after achieving an
operational objective.
Furthermore, in consideration – albeit very partial – of the responsibilities assumed and also the time
spent preparing Board meetings and actively participating therein, directors receive directors’ fees
consisting of a fixed portion and a variable portion.
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