Atari 2012 Annual Report Download - page 133

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
133
well as meetings with third parties.
The gross compensation paid to the Chief Executive Officer includes a fixed portion and a variable portion, set
annually by the Board of Directors on the basis of proposals submitted by the Nomination and Compensation
Committee. The variable compensation of the Chief Executive Officer is contingent on the achievement of annual
performance criteria.
In addition, officers, executives and selected critical managers have been allocated rights to performance shares
and stock options.
Compensation paid to members of the Board of Directors is described in section 7 of the Board of Directors’
Management Report included in the Registration Document.
5. DISCLOSURE OF INFORMATION REQUIRED UNDER ARTICLE L. 225-100-3 OF THE FRENCH
COMMERCIAL CODE
The Board of Directors’ Management Report, which is included in the Registration Document, contains the
information required by Article L. 225-100-3 of the French Commercial Code.
6. SPECIAL CONDITIONS APPLICABLE TO SHAREHOLDERS’ PARTICIPATION IN SHAREHOLDERS’
MEETINGS
The special conditions that apply to the participation of shareholders in Shareholders’ Meetings are set forth in
Article 19 of the Company’s Articles of Incorporation a copy of which may be downloaded from the Company’s
website.
Frank E. Dangeard - Chairman of the Board of Directors
STATUTORY AUDITORS’ REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L.
225-235 OF THE FRENCH COMMERCIAL CODE ON THE REPORT PREPARED BY
THE CHAIRMAN OF THE BOARD OF DIRECTORS OF ATARI
Year ended March 31, 2012
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience
of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and
professional auditing standards applicable in France.
To the Shareholders,
In our capacity as the Atari Company’s auditors and pursuant to the provisions of article L.225-235 of the
Commercial Code, we hereby submit to you our report concerning the report prepared by your company’s
chairman in accordance with article L.225-37 of the Commercial Code for the fiscal year ended March 31, 2012.
The chairman is required to prepare and submit to the board of directors for approval a report on internal control
and risk management procedures implemented by the company, and providing other information as prescribed by
article L.225-37 of the Commercial Code, in particular concerning the corporate governance system.
Our responsibility is to:
 report to you any observations on our part regarding the information contained in the chairman’s report on
internal control and risk management procedures pertaining to the preparation and treatment of accounting
and financial data; and
 certify that the report contains such other information as is required by article L.225-37 of the Commercial
Code, provided, however, that it is not our responsibility to verify the fairness of such other information.
We have performed our examination in accordance with the standards of our profession applicable in France.
Information concerning internal control and risk management procedures pertaining to the preparation
and treatment of accounting and financial data
The standards of our profession require that we carry out examinations to assess the fairness of the information
on internal control and risk management procedures as they pertain to the preparation and treatment of the
accounting and financial data contained in the chairman’s report. These examinations include:
 reviewing internal control and risk management procedures as they pertain to the preparation and treatment
of accounting and financial data underlying the information presented in the chairman’s report, as well as
existing documents;
 reviewing the process by which the information and existing documents were prepared;
 determining whether any major shortcomings in internal control pertaining to the preparation and treatment of
accounting and financial data detected by us in the course of our assignment are appropriately disclosed in
the chairman’s report.
Based on our examinations, we have no observation to make regarding the information concerning the company’s
internal control and risk management procedures pertaining to the preparation and treatment of accounting and