Ubisoft 2006 Annual Report Download - page 156

UBISOFT • FINANCIAL REPORT 2007
Conditions under which the Board’s work is
prepared and organized
This report, prepared pursuant to Articles L. 225-37 paragraph 6 and L. 225-68 of the French Commercial Code, introduced
by the Financial Security Act 2003-706 and amended by Law 2005-842 of July 26, 2005 for economic confidence and moder-
nization, reports on the conditions under which the work of the Board of Directors is prepared and organized, as well as the
internal control procedures implemented by the company.
The Board of Directors is composed of six members, four
of whom are also Vice Presidents who assist the Chief
Executive Officer.
On October 22, 2001, the Board of Directors decided not to
separate the functions of Chairman of the Board of
Directors from those of general management. Complete
details regarding the composition of the Board of Directors
can be found in a table that appears in section 5.1.
The Board of Directors consists of five members of the
Guillemot family and one independent director.
"Independent director” means any person who is not asso-
ciated with Ubisoft Entertainment SA or a related com-
pany, either by an employment contract or by a service,
assistance or other agreement, or through any other posi-
tion of subordination or dependence vis-à-vis the group or
its managers.
Each director must own at least one share. Directors are
appointed for a term of six years, which may be renewed.
They may not be more than 80 years of age.
Information about
directors
The Chief Executive Officer provides the directors with all
information and documents required for the performance
of their duties and for the preparation of deliberations,
pursuant to Article L. 225-35 of the French Commercial
Code.
Directors may also obtain additional information, at their
own initiative, and the Chief Executive Officer is available
at all times to provide significant explanations and infor-
mation to the Board of Directors.
The directors are bound to secrecy with regard to informa-
tion of a confidential nature and provided as such by the
Chairman of the Board of Directors.
Powers of the Board
The functions of the Board of Directors are defined by
the laws and statutes and by its own rules of procedure,
which specify the directors’ rights and obligations.
Thus, the Board of Directors:
defines the group’s objectives and strategy in accordance
with its culture and values;
determines general management’s form of organization
(separation of the functions of Chairman and Chief
Executive Officer or concurrence of these functions);
oversees management and ensures the quality of the
information provided to shareholders and the markets
through the financial statements or at the time of major
transactions.
The Board of Directors determines the company's policies
and ensures that they are implemented. It meets as often as
the company's interests may require, at the registered office
or at any other location chosen by the Chairman; the mee-
ting notices need not take any special form. Its deliberations
commit all the directors as it is a collegial member.
Rules and principles
adopted by the Board of
Directors to determine
the compensation and
benefits of any kind
granted to the
company’s officers
As (very partial) compensation for the responsibilities
assumed, as well as for the time spent in preparing for
Board meetings and their active participation, the com-
pany was authorized by the General Meeting of September
25, 2006 to pay directors up to a total o f €250,000 per
year in directors’ fees.
At its meeting of December 5, 2006, the Board of
Directors decided to establish rules for distributing direc-
tors’ fees and to amend the rules of procedure accordingly.
The Board of Directors also decided, as of said date, to use
only 72% of the total budget allowance established by the
General Meeting.
In case of departure the corporate managers don’t receive
any compensation or advantage.
Composition and
organization of the Board
6.1
6.1.1
6.1.4
6.1.2
6.1.3