Atari 2011 Annual Report Download - page 148

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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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 June 2011, the Audit Committee was composed of three members. It is chaired by Frank Dangeard, an
independent Director, and is comprised by two thirds 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 2010/2011, the Audit Committee met 5 times (average attendance rate was 90.0%) to address
issues such as review of the Company’s annual and quarterly financial statements, recommendation of the
Group’s external auditors and global risk assessment 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 June 2011, the Nomination and Compensation Committee was made up of three members. It is chaired by
Tom Virden, an independent Director, and is comprised by two thirds of independent Directors.
During Fiscal Year 2010/2011, the Nomination and Compensation Committee met 4 times (average attendance
rate was 87.5%) 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 week:
• The Finance and Resources Committee. As of March 31, 2011, the committee members were Frank E.
Dangeard and Jim Wilson.
• The Strategy Committee. As of March 31, 2011, the committee members were Frank E. Dangeard and
Jim Wilson.
Lastly, from October 2010 to January 2011, the Board created an ad-hoc committee composed of 3 independent
Directors and in charge of monitoring the process regarding the disposal of the BlueBay stake.
1. 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, except where such powers are vested by law and the Internal Rules in the Board of Directors and the
shareholders’ meeting.
At each Board meeting, the Chief Executive Officer reports on current trading and significant corporate
developments.
However, the Internal Rules of the Board of Directors specify that the Board of Directors’ prior authorization is
necessary for the Chief Executive Officer (or the other executive officers) to finalize and effect the following
transactions:
• The formation of joint ventures or the acquisition of businesses for more than 750,000 Euros, the
acquisition of equity interests or businesses or the execution of joint-venture agreements whenever the
transaction involves more than 750,000 Euros;
• The sale or transfer of businesses or assets for more than 750,000 Euros, the disposal of any equity
interest or business involving more than 750,000 Euros;
• Mergers or merger plans concerning the Company or, as a general matter, all transactions involving the
transfer or sale of all or almost all of the Company’s assets;
• In the event of litigation, the signing of any agreement or negotiated settlement, or the acceptance of a