Ubisoft 2008 Annual Report Download - page 216

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UBISOFTANNUAL REPORT 2009
The Board of Directors lays down the Company’s policies and ensures their implementation. It meets as often as it is required by
the Company’s business, at the registered ofce or at any other place chosen by the Chairman; no special form is required for
meeting notices. As a collegial body, its decisions are binding on all its members.
Subject to the powers expressly bestowed on shareholders’ meetings and within the limit of the corporate objects, the Board of
Directors may discuss any issue affecting the proper functioning of the Company. It also carries out the verications and controls
it considers appropriate.
Consequently, the Board of Directors:
sets the Group’s targets and denes its strategy in line with its culture and values;•
chooses the organisational arrangements for Senior Management (separation of the position of Chairman from that of Chief •
Executive Ofcer, or both these positions held by the same person);
implements, where it sees t, the authorisations granted to it by the General Shareholders' Meeting;•
examines and approves the drawing-up of the nancial statements;•
controls management activities and monitors the quality of the information provided to shareholders and to the markets in •
the nancial statements or when major transactions are carried out.
Since November 19, 2007, the Board of Directors has been assisted by two committees.
3.1.1.6 Rules and principles applied by the Board of Directors to determine the compensation
and benets of all kinds granted to corporate ofcers
Compensation granted 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.
In consideration – albeit very partial – of the responsibilities assumed and also the time spent in preparing Board Meetings and
actively participating therein, the General Shareholders' Meeting of September 25, 2006 authorised 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 resolved to use only 72% of the overall allowance provided by the General Shareholders'
Meeting.
Corporate ofcers are not entitled to any indemnity or benet payable in the event that they leave the Company.
Pursuant to the AFEP-MEDEF Code and the AMF recommendations of December 22, 2008, information on management compensation
is provided in the tables contained in section 1.4.5.
3.1.1.7 By-laws
At its meeting of July 27, 2004, the Board of Directors adopted its By-laws.
In particular, these provide for the use of videoconferencing. The videoconferencing system used must have technical features
guaranteeing effective participation in the Board Meeting, with the proceedings being continually streamed.
The By-laws were amended on November 19, 2007 following the establishment of specialised committees: the Strategy and
Development Committee and the Compensation Committee.
Shareholders may consult the By-laws at the business address or at the registered ofce.