Atari 2010 Annual Report Download - page 174

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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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.
The Company's Board of Directors met 9 times between April 1, 2009 and March 31, 2010 with an average attendance
rate of over 85.8%. All Board meetings were presided over by the Chairman. The meetings were attended by employee
representatives (with the exception of the meetings of April 28 2009, December 10 2009, January 24, 2010 and February
10, 2010), the Board secretary, and, depending on the order of business, the auditors, Group executives and outside
experts.
In addition to examining the annual and interim financial statements, the Budget 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 –
including the negotiation of new agreements regarding the Credit Facility, (ii) the Group’s financial restructuring –
including the issuance of free warrants to purchase shares or ORANE bonds, (iii) the implementation of the Company’s
strategic plan, including the review of the publishing plan and the corporate name change, (iv) changes in the
composition of the Board of Directors and of the management team, (v), the review of major disposals, (vi) the Group
restricting plan and implementation, and (vi) the improvement of the Company’s corporate governance, including the
implementation of a Director self-evaluation form and the approval of new Internal Rules.
The Board of directors is assisted by two standing committees: the Audit Committee and the Nomination and
Compensation Committee.
Each committee meets as often as necessary, upon notice from its chairman or at least half of its members, to examine
any matter falling within its purview. Independent directors account for at least half of the committees’ membership.
Each committee is chaired by an independent director, appointed by the Board of directors. Each committee has its own
rules, described in the Internal Rules, which specify its competences and operating mode.
The Audit Committee’s task is to assist the Board of directors with respect to the review and audit of the financial
statements, and to verifying that the information provided to shareholders and the financial markets is clear and accurate.
As of May 2010 the Audit Committee was composed of four members. It is chaired by Dominique D’Hinnin, an
independent director, and is comprised by half of independent Directors. The Board of directors considers that the size
and composition of the Committee are appropriate in view of the Company’s size and the expertise of the Committee’s
members.
During fiscal year 2009/2010, the Audit Committee met 5 times (average attendance rate was 86.7%) to address issues
such as review of the Company’s annual and quarterly financial statements and Internal control processes.
The Nomination and Compensation Committee helps the Board of directors fulfill its role of overseeing the compensation
policies applicable to Company employees, including senior executives, and takes part in the selection of the Company’s
directors and officers and in verifying that independent directors meet the independence criteria. Also, once a year, under
the authority of the Nomination and Compensation Committee and with the help of the Corporate Secretary, the Board
conducts a self-evaluation of its ability to fulfill the assignment given to it by the shareholders to manage the Company.
With regard to the Company's size, Board and management, the Nomination and Compensation Committee has not set
up a formal succession plan for the Company's officers, but is planning to add this item to its agenda in the next coming
months.
As of May 2010, the Nomination and Compensation Committee was made up of four members. It is chaired by Didier
Lamouche, an independent director, and is comprised by half of independent Directors.
During fiscal year 2009/2010, the Nomination and Compensation Committee met 5 times (average attendance rate was
75%) to address issues such as allocations of Directors fees, change in the management team, executive compensation
and the related performance criteria as well as the termination packages related to the changes in the management
team, and stock options allocations to management.
The composition of the Board’s two committees is set forth in the section on “Corporate governance” of this document
pertaining to management, supervisory and oversight bodies.
The Board has also set up two ad hoc committees, which have each met at least one a month:
• The Finance and Resources Committee. As of March 31, 2010, the committee members were Frank E.
Dangeard and Jeff Lapin.
• The Strategy Committee. As of March 31, 2010, the committee members were Frank E. Dangeard and Jeff
Lapin.
2. RESTRICTIONS ON THE CHIEF EXECUTIVE OFFICER’S AUTHORITY
The chief executive officer represents the Company in its relations with third parties. He chairs meetings of the Group’s
Executive Committee. He is given the broadest powers to act in all circumstances for and on behalf of the Company,