Ubisoft 2006 Annual Report Download - page 145

CORPORATE GOVERNANCE
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5
Rules applicable to the appointment
and replacement of the members
of the Board of Directors
During the life of the company, directors are appointed or re-appointed by the Ordinary General Meeting; however, in case
of a merger or spin-off, appointments may be made by the Extraordinary General Meeting called to approve the operation.
In the event of a vacancy occuring through death or resignation between two Ordinary Meetings, the Board of Directors
may make temporary appointments, subject to ratification by the next Meeting.
When, pursuant to the laws and regulations in effect, a director is appointed to replace another director, he/she performs
his/her functions only for the remainder of his/her predecessor’s term.
A director’s functions cease at the end of the Ordinary General Meeting that is called to approve the financial statements
of the previous year and held during the year in which his/her term expires.
The company has not issued any loans or granted any guarantees to members of the Board of Directors.
Absence of fraud conviction,
association with a bankruptcy
or public incrimination and/or sanction
To the company’s knowledge, over the last five years:
none of the members of the Board of Directors has been convicted of fraud;
none of the members of the Board of Directors has been associated with a bankruptcy, receivership or liquidation while
serving on an administrative, management or supervisory body;
no official public incrimination and/or sanction has been delivered against any of the members of the Board of Directors.
Functioning of the Board of Directors
Loans and guarantees granted
to members of the Board of Directors
The Board of Directors is vested with the fullest powers to
determine the policies guiding activities and ensures that
they are implemented within the limits of the corporate
purpose and the powers expressly granted by law to General
Meetings.
Pursuant to Article L225-51 of the French Commercial
Code, the Board of Directors. at its meeting of October
22. 2001, established the manner in which the company’s
general management would carry out its duties. It decided
not to separate the Chairman of the Board of Directors’
duties from those of its general management.
As a result, the statutory role of Mr. Yves Guillemot, as
Chairman of the Board of Directors, is to represent the
company’s Board of Directors, organize its work and report
on its work to the General Shareholders’ Meeting, ensure
the proper functioning of the company’s corporate bodies
and, in particular, see to it that the directors are fully capable
of performing their duties. As a member of general
management, conditional upon the powers granted by law to
General Shareholders’ Meetings and to the Board of
Directors, he is vested with the fullest powers to act in all
situations on the company’s behalf and to represent it in its
relations with third parties.
At its meeting of July 27, 2004, the Board of Directors
adopted its rules of procedure enabling it, among other
things, to use videoconferencing equipment to conduct its
meetings.
The Board of Directors met 12 times during FY 2006-07.
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