Atari 2011 Annual Report Download - page 140

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
140
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, Jeff Lapin left the Company in 2010 and Jim Wilson,
previously CEO of Atari Inc. has been appointed CEO of Atari.
Comex team as of June 30, 2011
• Jim Wilson - Chief Executive Officer
• Hindol Datta - Interim Chief Financial Officer
• Jack Emmert - Chief Executive Officer, Cryptic Studios
• Kristen Keller - SVP, General Counsel
• Lee Jacobson - SVP Publishing
• Alexandra Fichelson - General Secretary
THE BOARD OF DIRECTORS AND ITS COMMITTEES
As of the date of the present document, the Board of Directors is composed by 5 directors including 40% of
Independent Directors and has the following membership:
• Frank E. Dangeard, Chairman, Independent Director;
• Jim Wilson, Chief Executive Officer and Director;
• Tom Virden, Independent Director;
• The BlueBay Value Recovery (Master) Fund Limited, represented by Gene Davis;
• Alexandra Fichelson, Director
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 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.
The Directors have access to independent and critical information, as provided for by the 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 15 times between April 1, 2010 and March 31, 2011 with an average
attendance rate of over 91.0%. All Board meetings were presided over by the Chairman. The meetings were
attended by 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