Atari 2009 Annual Report Download - page 187

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
187
When auditing the consolidated financial statements, the independent auditors examine consolidation reporting
packages provided by the consolidated entities included in their assignment. During the course of their work and travels,
the regional financial officers also validate, on a spot basis, the proper implementation of Group guidelines on the
preparation of consolidated financial statements by the Group's principal subsidiaries and bring issues raised to the
attention of Group management.
Lastly, the consolidated financial statements are submitted to the Group Chief Financial Officer and the Audit Committee
for review, prior to their approval by the Board of Directors.
(6) Self-assessment of internal control procedures
During the year ended, financial management focused primarily on priority issues, such as the acquisition of Cryptic
Studios Inc., the sale of the distribution business in Europe and Asia and the buyout of Atari Inc. minority shareholders.
Under the circumstances, the Group did not have an opportunity to work on a formal, structured program for the
oversight of its internal procedures.
4. PRINCIPLES AND RULES GOVERNING THE COMPENSATION AND BENEFITS PROVIDED TO
CORPORATE OFFICERS
Within the Board of Directors, the three-member Appointment and Compensation Committee, which includes two
independent directors, is in charge of making proposals to the Board of Directors regarding compensation paid by the
Group (mainly to officers and executives) and the distribution of stock options and free shares.
Fees are paid to the directors on the basis of their participation at Board and committee meetings.
The gross compensation paid to the Chairman and Chief Executive Officer of Atari includes a fixed portion and a variable
portion, set annually by the Board of Directors on the basis of proposals submitted by the Appointment and
Compensation Committee. The variable compensation of the Chairman and Chief Executive Officer is contingent on the
achievement of annual performance targets. In addition, certain officers and executives were granted free shares or
stock options. Lastly, an additional “incentive bonus” based on the Company‟s market capitalization could be paid to the
Chief Executive Officer.
Compensation paid to members of the Board of Directors is described in section 7 of the Board of Directors‟
Management Report included in the Registration Document.
5. DISCLOSURE OF INFORMATION REQUIRED UNDER ARTICLE L. 225-100-3 OF THE FRENCH
COMMERCIAL CODE
The Board of Directors‟ Management Report, which is included in the Registration Document, contains the information
required by Article L. 225-100-3 of the French Commercial Code.
6. SPECIAL CONDITIONS APPLICABLE TO SHAREHOLDERS’ PARTICIPATION IN SHAREHOLDERS’
MEETINGS
The special conditions that apply to the participation of shareholders in Shareholders‟ Meetings are set forth in Article 19
of the Company‟s Articles of Incorporation a copy of which may be downloaded from the Company‟s website.
Frank E. Dangeard
Chairman of the Board of Directors