Atari 2009 Annual Report Download - page 174

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
174
The Company's Board of Directors met 29 times between April 1, 2008 and March 31, 2009 with an average attendance
rate of over 77%. All Board meetings were presided over by the Chairman with the exception of the meetings of
November 12, December 1, December 3, December 12, and December 16, 2008 and the meetings of
January 7, January 29 and March 22, 2009. The meetings were attended by employee representatives (with the
exception of the meetings of July 22, August 11, August 28, December 1, December 12 and December 16, 2008 and the
meetings of January 13, January 23, and March 22, 2009), the Board secretary, and, depending on the order of
business, the Statutory Auditors, Group executives and outside experts. In addition to reviewing the annual and interim
financial statements and decisions of a financial or legal nature made in the ordinary course of business, the Board
primarily concerned itself with: (i) the financing of operations, in particular the negotiation of new agreements with Banc
of America, (ii) the Group‟s financial restructuring – including the implementation of resolutions by the Shareholders‟
Meeting concerning (a) the issuance of equity in the form of bonds redeemable for new or existing shares and stock
warrants and (b) the simplified exchange offer, (iii) the adoption of a strategic relaunch plan for the Group, notably the
acquisition of Cryptic Studios Inc., the creation of a new development studio in London, the partnership agreement
entered into with Namco Bandai Games Europe SAS which resulted in the sale of the Europe distribution business, and
the corporate name change, (iv) the optimization of its structures and particularly the acquisition of Atari Inc. shares that
were not yet held and the delisting of this subsidiary, (v) the change in the composition of the Board of Directors.
INDEPENDENT DIRECTORS:
 Dominique D‟Hinnin, Vice-Chairman of the Board of Directors;
 Pascal Cagni;
 Michel Combes;
 Didier Lamouche.
Since June 13, 2008, one-third of the Board's members are independent directors in line with the 2008 AFEP-MEDEF
code. The independent directors will be asked to evaluate the work of the Board and the independence of its members
on an annual basis.
The conditions that directors must satisfy in order to be considered independent directors are set forth in the Chairman‟s
report provided for in Article L. 225-37 of the French Commercial Code (see “Report by the Chairman of the Board of
Directors on the preparation and organization of the Board‟s activities and on internal control procedures, presented in
accordance with Article L. 225-37 of the French Commercial Code” on page 182).
CONVICTIONS AND FAMILY TIES
During the past five years, to the best of the Company's knowledge, except as indicated below, none of the members of
the governing bodies has been:
 convicted of fraud;
 involved in a bankruptcy or liquidation proceeding, or placed under the control of a receiver or bankruptcy
trustee;
 charged or formally sanctioned by any statutory or regulatory body, including trade associations;
 barred by a court from acting as member of a governing, management or supervisory body of an issuer or from
participating in the management or operation of an issuer.
As of the date of this document, there were no family ties between the Company‟s directors.
Board committees
On March 31, 2009, the Board of Directors comprised:
 An Audit Committee made up of Dominique D‟Hinnin (Chairman) and Gina Germano;
 An Appointment and Compensation Committee made up of Didier Lamouche, Dominique D‟Hinnin and Gina
Germano.
The two committees each have specific internal rules that set forth what they do and how they work (see “Report by the
Chairman of the Board of Directors on the preparation and organization of the Board‟s activities and on internal control
procedures, presented in accordance with Article L. 225-37 of the Commercial Code” on page 182).
As of March 31, 2009, the two ad hoc committees of the Board of Directors were:
 A Finance and Resources Committee, made up of Frank E. Dangeard and Jeff Lapin;
 A Strategy Committee made up of Frank E. Dangeard and Jeff Lapin.
LOANS EXTENDED AND GUARANTEES PROVIDED
During the past fiscal year, no loans were extended or guarantees provided to members of the Board of Directors or
corporate officers.