Atari 2010 Annual Report Download - page 173

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
173
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.
The directors are elected or reelected for four-year terms by the annual shareholders’ meeting. The Board of directors
will propose at the next extraordinary shareholders meeting to reduce this term from four years to three years to improve
the Company’s corporate governance.
The Board of directors shall see to it that at least one-third of its members are independent directors. At the end of June
2010, the Board accounted for 4 independent directors out of 8 members (50%), and was composed as follows:
• 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.
The Board of directors’ Internal Rules provide that Directors shall be considered independent if they have no relationship
of any kind with the Company, the group to which it belongs or its management, which is liable to impair the free exercise
of their judgment or give rise to conflicts between their interests and those of the Company, the group to which it belongs
or its management. Accordingly, an independent director shall not only be a non-executive director, meaning someone
without a management position in the Company or its group, but shall also have no vested interest in the Company or its
group (as a significant shareholder, employee or otherwise).
Directors shall be considered independent if they satisfy the following criteria:
• They are not now and for the past five years have not been an employee or officer of the Company or one
of its consolidated subsidiaries.
• They are not an officer of a company on whose board of directors the Company is represented, either
directly or indirectly, or to which a Company employee has been appointed in that capacity, or where a
Company officer (either a current officer or one who has served in that capacity within the past five years) is
a director.
• They are not, either directly or indirectly, a customer, supplier, investment banker or significant commercial
banker of the Company or the group to which it belongs, and do not do a significant share of their business
with the Company.
• They are not a close relative of a Company officer.
• They are not a significant Company shareholder.
• They have not been an auditor of the Company for the past five years.
• They have not been a Company director for more than twelve years.
Directors representing significant direct or indirect shareholders of the Company may be considered independent
provided that those shareholders do not control the Company within the meaning of article L. 233-3 of the Commercial
Code.
Whenever a director represents a shareholder or the interests of a shareholder with more than 10% of the Company’s
shares or voting rights, the Board should always examine whether that director can be considered independent, on the
basis of a report by the Board’s Nomination and Compensation Committee and with due consideration of the Company’s
ownership structure and the existence of a potential conflict of interest.
The Nomination and Compensation Committee shall consider whether members qualify as independent directors and
shall report to the Board.
Directors have been advised to follow AFEP-MEDEF recommendations regarding their investment in the Company’s
capital (and the Internal Rules of the Company states: “It is recommended that all directors personally hold Company
shares and must undertake to keep such shares for their entire term of office. “)
1.4 PREPARATION AND ORGANIZATION OF THE BOARD OF DIRECTORS’ ACTIVITIES
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 chief executive officer (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.