Ubisoft 2007 Annual Report Download - page 139

CORPORATE GOVERNANCE
135
5
Rules applicable to the appointment
and substitution of members of the Board
of Directors
Over the life of the Company, Directors are appointed or reappointed by the Ordinary General Shareholders’ Meeting.
However, in the event of merger or de-merger, the appointment may be made by the Extraordinary General Shareholders'
Meeting held to deliberate on the transaction.
Between two Meetings and in the event of a vacancy due to death or resignation, appointments may be made on a provisional
basis by the Board of Directors. They are subject to ratification at the following Meeting.
Pursuant to applicable legislative and regulatory provisions, if a Director is appointed to replace another, he or she shall only
hold this position for the remainder of the term of his or her predecessor.
The term of office of directors ends following the Ordinary General Shareholders' Meeting called to approve the financial
statements for the previous fiscal year and held in the year in which the term of office expires.
Operation of the Board of Directors
and Committees
Board of Directors
The Board of Directors has the broadest possible powers to
determine the business policies and ensure their implemen-
tation within the limits of the corporate objects and the po-
wers expressly granted by law to the General Shareholders'
Meeting.
Pursuant to Article L 225-51 of the French Commercial
Code, the Board of Directors at its meeting of October 22,
2001, decided on the manner in which the Company's senior
management would be exercised. It decided not to separate
the positions of Chairman of the Board of Directors and that
of Chief Executive Officer.
As a result, Yves Guillemot, as Chairman of the Board of
Directors, is legally responsible for representing the
Company's Board of Directors, organizing its work and
reporting on this to the General Shareholders’ Meeting,
overseeing the smooth operation of the Company’s corpo-
rate bodies and ensuring in particular that the Directors
are capable of carrying out their responsibilities. With
regard to the position of Chief Executive Officer, and sub-
ject to the powers legally attributed to the General
Shareholders’ Meetings and the Board of Directors, he has
the broadest authority to act in all circumstances on behalf
of the Company and to represent it in its relations with third
parties.
At its meeting of July 27, 2004, the Board of Directors
approved its by-laws, enabling it in particular to use video-
conferencing for holding its meetings.
The Board of Directors met nine times in fiscal year 2007-
2008.
Board Committees
In its by-laws, the Board of Directors has set out the respon-
sibilities and powers of its various permanent Committees,
these being:
the Strategy and Development Committee; and
the Compensation Committee.
The Committees meet on the initiative of their Chairman
and may be called by any means. The Committees may meet
at any place and in any way, including by videoconferencing
and teleconferencing. They may only meet validly if at least
half their members are present. The Strategy and
Development Committee meets at least twice annually and
the Compensation Committee at least once a year.
The agenda of the meetings is set by their Chairman. The
Committees report to the subsequent Board Meeting on
their work in the form of oral statements, opinions, pro-
posed recommendations or written reports.
The Committees may not unilaterally decide to look into
issues that go beyond the scope of their responsibilities.
They have no decision-making power but only that of making
recommendations to the Board of Directors.
5.2
5.3
5.3.1 5.3.2