Atari 2009 Annual Report Download - page 184

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
184
 The Strategy Committee
As of March 31, 2009, the committee members were Frank E. Dangeard and Jeff Lapin.
Prior to the approval of the annual and consolidated financial statements for the year ended March 31, 2009, the Board
of Directors, the members of the Audit Committee, the Chief Financial Officer and the independent auditors held several
meetings following which the committee chairman, finance management and the auditors reported their respective
conclusions to the Board of Directors.
2. RESTRICTIONS ON THE CHIEF EXECUTIVE OFFICER’S AUTHORITY
The Chief Executive Officer represents the Company in all of its dealings with third parties. He has the broadest authority
to act in all circumstances in the Company‟s name, subject to the powers granted by law to the Board of Directors and
the Shareholders‟ Meeting and within the limits of the corporate purpose.
However, the internal rules of the Board of Directors specify that the Board has authority for the following decisions:
- Review and approval of the annual and interim financial statements, approval of budgets;
- Approval of guarantees, endorsements and sureties;
- Authorization of related party agreements;
- Convening of Shareholders‟ Meetings;
- Appointment and setting of the compensation of the Chairman of the Board of Directors, the Chief
Executive Officer and the Chief Operating Officers;
- Choosing between the two modes of management;
- Approval of acquisitions, disposals or buyouts of a substantial size (in terms of numbers of securities);
- Approval of any substantial transaction not included in the strategy announced by the Company;
- Approval of any substantial internal restructuring.
The Board will consider the appropriateness of instituting restrictions on the Chief Executive Officer‟s authority when it
next reviews its internal rules.
3. INTERNAL CONTROL
The Group has not relied on the AMF internal control reference framework and implementing guide for small and mid
caps due to the large number of operations and the restructuring of the Company, to which senior management devoted
all of its resources during the fiscal year. The application of the framework will be taken into consideration starting in
fiscal year 2009-2010, in connection with other internal control projects.
This report on internal control pertains to all of the entities controlled by the Company and consolidated by it.
1. Objectives of the Group‟s internal control procedures;
2. Risk assessment procedures implemented by the Group;
3. Responsibility for internal control;
4. Internal control documents;
5. Assessment of the internal control of processes that have an impact on the accuracy of the financial information;
6. Summarized information on internal control procedures implemented by the Group;
7. Principles and rules governing the compensation and benefits of corporate officers.
(1) Objectives of the Group’s internal control procedures
Internal control is a process carried out by the Chief Executive Officer, management and the staff, under the authority of
the Board of Directors, aimed at obtaining reasonable assurances concerning the fulfillment of the following objectives:
 The proper operation of the Company's internal control procedures;
 The performance and effectiveness of operations;
 The consistency of financial transactions;
 Compliance with applicable laws and regulations.
One of the aims of the internal control system is to prevent and control risks to which the business is exposed and risks
of errors and fraud, in particular in the financial and accounting areas. As in the case of other oversight systems, it
cannot provide an absolute guarantee that all of those risks will be eliminated.
(2) Risk assessment procedures implemented by the Group