Atari 2009 Annual Report Download - page 147

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
147
The Board of Directors meets as frequently as the interests of the Company require. Board meetings are convened by
the Chairman. Whenever the Board has not met for over two months, one-third or more of its members may request that
the Chairman convene a meeting, provided that they also propose an order of business. If necessary, the Chief
Executive Officer may ask the Chairman to convene a meeting of the Board to consider specific items of business.
Decisions by the Board are taken by a majority of the members present or represented by proxies, each director having
one vote. In the event of a tied vote, the Chairman has the casting vote.
The Board of Directors‟ internal rules and its committees are described in the Chairman‟s report submitted pursuant to
Article L. 225-37 of the French Commercial Code.
MODE OF MANAGEMENT (ARTICLE 16 OF THE ARTICLES OF INCORPORATION)
The Annual Shareholders' Meeting of December 17, 2001 resolved to amend Article 16 of the Company's Articles of
Incorporation to bring it into compliance with Article L. 225-51-1 of the French Commercial Code, which offers a choice of
two modes of management.
The Board of Directors decides, by a majority vote of the members present or represented, whether the Company is to
be managed by its Chairman or by another individual appointed by the Board of Directors and holding the title of Chief
Executive Officer. The Board of Directors chooses between the two modes of management and the option it selects
remains in effect for at least one year.
RIGHTS ATTACHED TO SHARES (ARTICLE 11 OF THE ARTICLES OF INCORPORATION)
Each share entitles its holder to a share of earnings proportionate to the amount of equity that it represents, in addition to
the voting right to which it is entitled by law.
Pursuant to Article L. 225-123 of the French Commercial Code (formerly Article 175 of the Act of July 24, 1966), the
Shareholders' Meeting of October 26, 1993 resolved to grant double voting rights to all existing paid-up shares held in
registered form by the same shareholder for two years or more, as well as to all shares acquired further to the exercise of
rights attached to such registered shares, based on the portion of equity which such shares represent. Said two-year
period runs from the date of registration of the shares, regardless of the date on which they were acquired.
In the event of a capital increase by capitalizing reserves, retained earnings or premiums, bonus shares distributed to
shareholders in consideration for registered shares with double voting rights held by them are likewise entitled to double
voting rights. The Articles of Incorporation do not contain any provisions making such double voting rights contingent on
a shareholder's nationality.
Shares converted into bearer form or whose ownership is transferred lose their double voting rights. However, transfers
of ownership by inheritance, liquidation of marital community of property or inter vivos gift to a spouse or a relative that
can take by intestacy do not result in the loss of vested rights or toll the time periods specified in the above-cited Article
L. 225-123 of the French Commercial Code.
Should the Company be merged into another company, the double voting rights will not be affected and can be exercised
at Shareholders' Meetings of the surviving company, provided its articles of incorporation so provide.
All current and future shares outstanding shall be treated equally insofar as the effect of taxation is concerned.
Whenever shareholders are required to own several existing shares in order to exercise any right, in the event of a
procedure whereby new shares are exchanged or allocated for several existing ones, holders of less than the required
number of shares shall not have any claim against the Company in this respect and shall be responsible for purchasing
the necessary number of shares to be eligible for such allocation or exchange.
APPROPRIATION OF EARNINGS (ARTICLES 24 AND 25 OF THE ARTICLES OF INCORPORATION)
The income or loss for each fiscal year is calculated by deducting from net revenue all General and other business
expenses, including allowances for depreciation, amortization and provisions.
The following amounts are first deducted from income for the year, net of previous losses, if any:
 at least 5% for the legal reserve; this deduction is no longer mandatory after the reserve reaches one-tenth of
capital, but sums must again be set aside if that ratio is not maintained, for any reason; and
 all other amounts required by law to be set aside as reserves.
The balance, combined with retained earnings from previous periods, represents distributable earnings, which the
Shareholders‟ Meeting may, in its discretion, allocate to the shares in the form of dividends, or to reserves or retained
earnings.
The Shareholders‟ Meeting may, in addition, decide to distribute sums from reserves available to it. If this is the case, the
relevant resolution must clearly indicate from which reserves the sums are to be withdrawn.