Atari 2012 Annual Report Download - page 21

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ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
21
Liquidity agreement
On March 8, 2011, Atari ended the liquidity contract it had with CA Cheuvreux.
5.4. SHARE BUYBACK PROGRAM
The shareholders’ meeting of September 30, 2011 granted the Board of Directors authority, for a period of eighteen
months, to buy back up to 10 percent of the Company’s shares outstanding. The Board of Directors did not make use of
this authority. The authority expires on March 30, 2013.
5.5. EMPLOYEE SHARE OWNERSHIP
As of March 31, 2012, the Company's employees owned less than 0.005% of its shares through the Employee Savings
Plan.
6. ALLOCATION OF NET LOSS
The next Shareholders' Meeting, the Company will ask the shareholders to allocate the loss of €46.8 million for the year
ended to retained earnings.
6.1. DIVIDENDS AND DIVIDEND TAX CREDITS FOR THE PAST THREE FISCAL YEARS
The Company did not pay out dividends for the past three years and does not anticipate proposing the distribution of a
dividend for Fiscal Year 2011/2012.
6.2. NON-DEDUCTIBLE EXPENSES
In accordance with the provisions of Article 223 quater of the French Tax Code (Code général des impôts), we state that
the financial statements for the Fiscal Year ended comprised no non tax-deductible expenses.
7. CORPORATE OFFICERS
Information on the list of corporate officers and the composition of senior management are provided in the section on
"Corporate Governance" in this Registration Document.
COMPENSATION OF CORPORATE OFFICERS
(Information disclosed in accordance with Article L. 225-102-1 of the French Commercial Code)
Atari’s corporate officers are its directors, among whom only the Chief Executive Officer holds executive positions.
Compensation of the Chairman of the Board of Directors
Frank E. Dangeard
FIXED COMPENSATION
On March 15 and March 22, 2009, the Board of Directors established the Chairman's annual gross fixed compensation
at €100,000 (excluding directors’ fees).
On February 2012, the Board of Directors, upon recommendation of the Nomination and Compensation Committee
reviewed the special assignments of the Chairman, the role of ad-hoc committees, and made changes to the Chairman’s
compensation. With the restructuring of Atari finalized, the mobile and on-line strategy on track, and a properly
functioning management team in place led by Jim Wilson, the Board agreed that the Strategy ad-hoc Committee was not
necessary anymore, and that only the Finance and Resources ad-hoc Committee should remain, chaired by Mr.
Dangeard. The responsibility of this remaining ad-hoc Committee is to help the management on debt repayment and
stabilization of Atari’s shareholder base. As was the case in the past, this ad-hoc Committee is held through conference
calls or in-person meetings with the management or third parties, as often as necessary but at least weekly, and in
practice several times a week. As a result, starting January 2012, in his capacity as Chairman of the Finance and
Resources Committee Mr. Dangeard receives a monthly gross cash compensation of €15,000. Before January 2012, Mr.
Dangeard received a monthly gross cash compensation of €30,000 in his capacity as Chairman of the Finance and
Resources as hoc Committee and as Chairman of the Strategy ad-hoc Committee. Lastly, Frank E. Dangeard is entitled
to the reimbursement of any reasonable expense incurred through the performance of his duties.
PERFORMANCE SHARES
On September 30, 2011, the Board of Directors, upon recommendation of the Nomination and Compensation
Committee, put in place a performance share plan and decided that, subject to performance and attendance criteria and
over a 2-year acquisition period, Mr. Dangeard could receive up to 400,000 performance shares. As of March 31, 2012
and at the date of the present document no shares had been granted. The Board used the authority granted by the
resolution 19 approved by the September 30, 2009 Extraordinary Shareholders Meeting.
The grants of the performance shares (contingent on performance and attendance criteria) will be made, each year, on
up to half of rights to the performance shares initially allocated. The vesting period applicable to the shares shall end two
years from the initial allocation date of the rights to performance shares or on September 30, 2013. The Beneficiary shall