Ubisoft 2008 Annual Report Download - page 214

212
UBISOFTANNUAL REPORT 2009
3.1 Report by the Chairman of the Board of Directors
in accordance with Article L.225-37 of the French
Commercial Code, on the conditions of preparation
and organisation of the work of the Board,
and on the Company’s internal control procedures
Pursuant to the provisions of Article L.225-37 of the French Commercial Code, as amended by law 2008-649 of July 3, 2008,
the purpose of this report is to detail the conditions of preparation and organisation of the work of the Board of Directors,
the principles and rules the Board of Directors has adopted to determine the compensation and benets of any kind awarded to
the corporate ofcers, the limits placed on the powers of the Chief Executive Ofcer and the internal control and risk management
procedures established by the Company.
This report is part of a process to describe work started, completed and planned by the company; in no way is it intended to
demonstrate that the company has complete control over all of the risks it incurs.
In preparing this report, the Company referred to the AFEP-MEDEF corporate governance code for listed companies, published
in December 2008. This merged the AFEP and MEDEF report of October 2003 and the AFEP-MEDEF recommendations of
January 2007 and October 2008, on the compensation of corporate ofcers at listed companies. The AFEP-MEDEF Code can be
found on the MEDEF website: www.medef.fr.
This report refers back to the management report contained in the Company’s registration document for the year ended March
31, 2009 for issues pertaining to the publication of information referred-to in Article L.225-100-3 of the French Commercial Code,
relating to the Company’s capital structure and matters that could have an inuence in the event of a public offering.
In accordance with paragraph 10 of Article L.225-37, the Board of Directors approved this report at its meeting of May 27, 2009.
3.1.1 Preparation and organisation of the Board's proceedings
3.1.1.1 Membership and organisation of the Board
Membership
The Board of Directors comprises six members, four of whom are also Executive Vice Presidents, and who assist the Chairman
and Chief Executive Ofcer.
The Board of Directors does not include any members elected by employees.
The composition of the Board of Directors appears in part 1.4.2.
On the one hand, the Board of Directors includes ve members of the Guillemot family and, on the other, one independent director.
“Independent director” means any person who is not bound to Ubisoft Entertainment SA or to an associate, either by an employment
contract, or by a service, support or other agreement, by any other form of subordination or dependency towards the Group or its
managers. Directors may not be over eighty years of age.