Atari 2012 Annual Report Download - page 124

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
124
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 March 12, 2012, 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 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 Board of Directors shall see to it that at least one-third of its members are Independent Directors. At the date
of the present document, the Board of Directors accounted for 2 independent directors out of 5 members (40%):
MM. Frank Dangeard and Tom Virden. The conditions that directors must satisfy in order to be considered
Independent Directors are set forth in the Chairman’s report provided for in Article L. 225-37 of the French
Commercial Code (see “Report by the Chairman of the Board of Directors on the preparation and organization of
the Board’s activities and on internal control procedures, presented in accordance with Article L. 225-37 of the
French Commercial Code” on page 128 to 133).
Convictions and family ties
During the past five years, to the best of the Company's knowledge, except as indicated below, none of the
members of the governing bodies has been:
 convicted of fraud;
 involved in a bankruptcy or liquidation proceeding, or placed under the control of a receiver or bankruptcy
trustee;
 charged or formally sanctioned by any statutory or regulatory body, including trade associations;
 barred by a court from acting as member of a governing, management or supervisory body of an issuer or
from participating in the management or operation of an issuer.
As of the date of this document, there were no family ties between the Company’s Directors.
Board committees
Board committee compositions, rules and functions are fully detailed in the “Report of the Chairman of the Board
of directors on the preparation and organization of the Board’s activities and on internal control procedures,
presented in accordance with the Article L. 225-37 of the French commercial code” on page 128 to 133 of the
present document.
Loans extended and guarantees provided
During the past Fiscal Year, no loans were extended or guarantees provided to members of the Board of
Directors or corporate officers.
COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS
This information can be found in section 7 “Corporate Officier” of the “Information on management and the
financial statements / Board of directors’ report on the Group’s management” on page 21 to 26 of the present
document.
THE EXCOM TEAM
The management team has continued to evolve, in order to best help the Group negotiate each step of its far-