Atari 2010 Annual Report Download - page 165

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
165
EMPLOYEE REPRESENTATIVES
Due to recent evolution of the French staff and as there are only as from March 31, 2010 less than 10 employees in
France, the Company and its employee representatives have decided to dissolve the Employee representative college
(Comité d’entreprise), as permitted by the law. The dissolution of the Comité d’entrerprise Infogrames as well as of the
UES IESA was effective on May 25, 2010 and authorized by the French legal labor entities (“Direction régionale des
enterprises, de la concurrence, de la consummation, du travail et de l’emploi”).
The Board of Directors does not have any members elected by the employees.
SUPERVISORY AND OVERSIGHT BODIES
THE EXCOM TEAM
The management team has continued to evolve, in order to best help the Group negotiate each step of its far-reaching
transformation over the past few years. Thus, David Gardner and Phil Harrison resigned from their executive positions
with the Group during the period, while retaining their seat on the board of directors.
Jeff Lapin was appointed Chief Executive Officer of the Company. He is a well-known video-game industry executive
who participated in the Group’s development first as a director and then as Chief Operating Officer based with Atari Inc.,
the Group’s US subsidiary. The Board believes that he is best qualified to oversee the expansion of the business.
Comex team as of June 30, 2010
Jeff Lapin Chief Executive Officer
Phil Veneziano Group Chief Financial Officer
Jim Wilson Chief Executive Officer of Atari Inc.
John Needham Chief Executive Officer of Cryptic Studios Inc.
Kristen Keller VP General Council
Alexandra Fichelson General secretary
Thom Kozik Executive Vice President, Atari Inc;
THE BOARD OF DIRECTORS AND ITS COMMITTEES
As of the date of the present document, the board of directors is composed by eight directors including 50% of
Independent Directors and has the following membership:
• Frank E. Dangeard, Chairman;
• Dominique D'Hinnin, Vice Chairman, independent director;
• Jeff Lapin, Chief Executive Officer and director;
• Didier Lamouche, independent director;
• Pascal Cagni, independent director;
• Tom Virden, independent director;
• The BlueBay Value Recovery (Master) Fund Limited, represented by Gene Davis;
• The BlueBay High Yield Investment (Luxembourg) SARL, represented by Nolan Bushnell.
Organization of the Board of directors
Article 14 of the Articles of Incorporation provides that the Company's Board of Directors must have a minimum of three
members and a maximum of eighteen, subject to legal exemptions.
The Board of directors does not include members elected by the employees. The Board members have been selected on
the basis of their recognized expertise in management, finance and accounting, as well as their knowledge of the
interactive entertainment sector.
As described in the Company’s Internal Rules approved by the Board of directors as of April 16, 2010, the Board of
directors is vested with the broadest management powers to act in all circumstances for and on behalf of the Company. It
shall set the Company’s general business policy and see to it that it is implemented.
The Board of directors sets strategic guidelines for the Company and ensures that senior management implements them.
In particular, the Board of directors sets prior authorization thresholds necessary for the CEO (or the other executive
officers) to finalize and effect the main transactions of the Company, and approves the annual Budget and the
multiannual game publishing plan. The Board of directors also approves any material change in the Budget or in the
publishing plan during the year.
The directors have access to independent and critical information, as provided for by law and the Board's internal rules,
enabling them to conduct independent and critical evaluations of the Group's business, financial position, earnings and
prospects.