Ubisoft 2008 Annual Report Download - page 116

114
UBISOFTANNUAL REPORT 2009
1.4.5 Management compensation
In accordance with Article L.225-102-1, paragraphs 1 and 2 of the French Commercial Code, a breakdown of the total compensation
and benets of any kind paid to corporate ofcers over the nancial year appears below.
This chapter includes all information required by the French Commercial Code, along with the tables recommended by the
AFEP-Code – or by the AMF on December 22, 2008 – giving the information on compensation of corporate ofcers that should
appear in registration documents.
Management and corporate ofcer compensation
The policy for compensating the Company’s corporate ofcers complies with AFEP-MEDEF recommendations – including those
published on October 6, 2008. It should be noted that the resolution submitted for the approval of the shareholders at the General
Meeting of July 10, 2009, which would authorise the Board of Directors to grant options to purchase and/or subscribe to shares
for a maximum period of 38 months, within a maximum 3.4% of the shares existing on the date they are granted by the Board,
expressly states that:
(i) the exercise of share subscription and/or purchase options by corporate ofcers shall be subject to performance conditions
set by the Board of Directors; and
(ii) the number of options granted to corporate ofcers and directors may not exceed 5% of the total grants made by the Board of
Directors during the period of authorisation.
Compensation awarded to the Chairman and Chief Executive Ofcer and to the Executive Vice-Presidents is set by the Board of
Directors following a proposal by the Compensation Committee, which bases its judgment on comparative studies of large rms
and/or companies operating in the same business sector.
The Compensation Committee met on June 13, 2008 to study the compensation policy for corporate ofcers and suggest that
the Board of Directors revise the compensation paid to its directors (unchanged since 2003).
Messrs Guillemot are remunerated for their positions as CEO and Executive Vice Presidents. This represents a xed portion of
compensation.
In very partial remuneration for the responsibilities undertaken but also the time spent preparing Board Meetings and their active
participation, the Shareholders' General Meeting of September 25, 2006 authorised the Company to pay total directors’ fees of
a xed maximum of €250,000 per annum. The Board of Directors, exercising this authorisation, established a xed portion and
a variable portion, setting out new requirements.
Summary tables of compensation
The tables below include compensation and benets of all kind due and/or
paid to corporate ofcers under the mandate, by:
(i.) the company
(ii.) companies controlled – as per Article L.233-16 of the French Commercial Code – by the company in which the ofce is held;
(iii.) companies controlled – within the meaning of Article L.233-16 of the French Commercial Code – by the company or companies
that control the company in which the ofce is held;
(iv.) the company or companies that control – within the meaning of the above Article – the company in which the ofce is held.
The total gross compensation paid to managers during the nancial year by the Company, by controlled companies within the
meaning of IAS 24.16 (Gameloft SA) and by the company controlling the one in which they held their positions (Guillemot Brothers
SA and Guillemot Corporation SA) was €2,671 thousand, €812 thousand of which was paid by Ubisoft Entertainment SA.
During the 2008-09 nancial year, members of the Board of Directors received €150 thousand in directors’ fees.