Ubisoft 2008 Annual Report Download - page 109

107
UBISOFT ANNUAL REPORT 2009
ma n a G e m e n t r e p o r t 01
1.4.2.2 Group management
Executive Director EMEA Territories Alain Corre
Executive Director North America Laurent Detoc
Chief Financial Ofcer Alain Martinez
Executive Director, Worldwide Studios Christine Burgess-Quemard
Chief Creative Ofcer Serge Hascoet
1.4.2.3 Rules applicable to the appointment and substitution of members of the Board of Directors
The directors’ term of ofce is currently six years. However, following the recommendations of the AFEP-MEDEF Code published
in December 2008, the Board of Directors is proposing that the Shareholders’ General Meeting of July 10, 2009 reduce this period
to four years and introduce a system of staggered renewals.
Over the life of the Company, Directors are appointed or reappointed by the Ordinary Shareholders’ General Meeting. However,
in the event of merger or de-merger, the appointment may be made by the Extraordinary Shareholders' General Meeting held to
deliberate on the operation concerned.
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 ratication at the following Shareholders' 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 his or her predecessor's term.
The term of ofce of directors ends following the Ordinary Shareholders' General Meeting called to approve the nancial statements
for the previous nancial year and held in the year in which the term of ofce expires.
1.4.2.4 Functioning of the Board of Directors / Senior Management
The Board of Directors has the broadest possible powers to determine business policies and ensure their implementation within
the limits of the corporate objects and the powers expressly granted by law to the Shareholders' General 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 functions would be exercised. It decided not to separate the positions
of Chairman of the Board of Directors and of Chief Executive Ofcer, mainly to encourage close relations between managers and
shareholders, in the tradition of Ubisoft Entertainment SA.
As a result, Yves Guillemot, as Chairman of the Board of Directors, is legally responsible for representing the Company's Board of
Directors, organising its work and reporting on it to the Shareholders’ General Meeting, overseeing the smooth operation of the
Company’s corporate bodies and ensuring in particular that the Directors are capable of carrying out their responsibilities. With
regard to the position of Chief Executive Ofcer, and subject to the powers legally attributed to the Shareholders’ General 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 videoconferencing for
holding its meetings.
The Board of Directors’ by-laws also state the role and operating methods of the Board and its committees in accordance with the
law and the Articles of Association.