Ubisoft 2007 Annual Report Download - page 151

REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
147
6
implements, where it sees fit, the authorizations granted
to it by the General Shareholders' Meeting;
examines and approves the closing of the financial state-
ments;
controls management activities and monitors the quality
of the information provided to shareholders and to the
markets in the financial statements or when major tran-
sactions are carried out.
Since November 19, 2007, the Board of Directors has been
assisted by two committees.
Rules and principles
applied by the Board
of Directors to
determine the
compensation and
benefits of all kinds
granted to corporate
Officers
In consideration – albeit very partial – for the responsibi-
lities assumed and also the time spent in preparing Board
Meetings and actively participating therein, the General
Shareholders' Meeting of September 25, 2006 authorized
the Company to pay the Directors total directors’ fees set
at a maximum of €250,000 per annum.
At its meeting of December 5, 2006, the Board of
Directors resolved to set the rules for distributing the
directors’ fees and to accordingly amend the By-laws.
Moreover, to date, the Board of Directors has only
resolved to use 72% of the overall allowance provided by
the General Shareholders' Meeting.
Corporate officers are not entitled to any indemnity or
benefit payable in the event that they leave the Company.
By-laws
At its meeting of July 27, 2004, the Board of Directors
adopted its By-laws.
In particular, they provide for the use of videoconferen-
cing. The videoconferencing system used must have tech-
nical features guaranteeing effective participation in the
Board Meeting, with the proceedings being continually
streamed.
The By-laws were amended on November 19, 2007 follo-
wing the setting up of specialized committees: the Strategy
and Development Committee and the Compensation
Committee.
Shareholders may consult the By-laws at the business
address or at the registered office.
Main issues dealt with
during the fiscal year/
Work of the Board of
Directors
During the fiscal year, the Board of Directors mainly
focused on:
examining and approving the interim and annual finan-
cial statements for the fiscal year ended March 31, 2007;
examining and closing the provisional financial state-
ments;
examining the Ubisoft Group’s strategic considerations;
examining related-party agreements in accordance with
Article L 225-38 of the French Commercial Code;
implementing the authorizations granted by the General
Shareholders’ Meeting, in particular as regards employee
shareholding;
establishing corporate governance policies: setting up
specialized committees, introducing a self-assessment
questionnaire for the Board.
In accordance with Article L 823-17 of the French
Commercial Code, the Statutory Auditors were invited to
attend the Board Meetings approving or examining the
financial statements.
During the 2007/2008 fiscal year, the Board met 9 times.
Assessment of
the work of the Board
of Directors
As recommended in the AFEP / MEDEF report, at its
Meeting of April 29, 2008, the Board of Directors
resolved to carry out an annual assessment of the Board of
Directors using a questionnaire sent out to all Directors.
Board Committees
Since November 19, 2007, the Board of Directors has
been assisted by two specialized committees: the Strategy
and Development Committee and the Compensation
Committee.
Both these Committees are comprised exclusively of
Directors. Committee members are appointed by the Board
of Directors which also designates each Committee’s
Chairman.
The responsibilities and specific operating procedures of
each Committee were specified by the Board when they
were established and were added to the By-laws.
6.1.5
6.1.6
6.1.7
6.1.8
6.1.9