Ubisoft 2008 Annual Report Download - page 218

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UBISOFTANNUAL REPORT 2009
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 specic operating procedures of each Committee were specied by the Board when they were established
and were added to the By-laws.
3.1.1.11.1 Strategy and Development Committee
Membership
The Committee has ve members: Yves Guillemot, Claude Guillemot, Michel Guillemot, Gérard Guillemot and Christian Guillemot.
Yves Guillemot holds the position of Chairman of the Committee.
Responsibilities
The Committee is responsible for examining and reecting upon all decisions concerning the major strategic, economic, corporate,
nancial and technological policies of both the Company and the Group.
It may also be asked to study in detail and provide the Board with an opinion on matters referred to it, concerning major investments,
acquisitions or divestments and disposals.
Work during the 2008/09 nancial year
The Strategy and Development Committee met once during the last scal year, mainly to discuss the development of the technology
market. It met again in April 2009 to discuss the various forms of product distribution. The attendance rate at both committee
meetings was 100%.
3.1.1.11.2 Compensation Committee
Membership
The Committee has three members: Yves Guillemot, Christian Guillemot and Marc Fiorentino. Yves Guillemot is Chairman of
the Committee.
The AFEP/MEDEF code of corporate governance states that the Compensation Committee should predominantly comprise independent
directors, with no corporate ofcers. The company’s Compensation Committee is made up of one independent director and two
corporate ofcers. The Board of Directors feels that, given the nature of the Company, in particular the structure of its capital
ownership with the Guillemot family as a long-standing principal shareholder, and the current make-up of its Board of Directors,
the Committee as it is best suits the company’s operating methods. Open, varied discussions between the independent director
and the persons responsible for preparing the documentation (benchmark, studies, etc.) used at committee meetings, suggest
that the interests of the Company’s shareholders are well represented.
Responsibilities
The Compensation Committee is responsible for examining the compensation and benets enjoyed by Directors and corporate
ofcers and for providing the Board with comparisons and measurements on market practices, in particular:
examining and making recommendations as regards the compensation of corporate ofcers, concerning both (i) the variable •
portion of said compensation, and (ii) any benets in kind, stock subscription or purchase options received from any Group
company, arrangements regarding their pensions and any other benets of any kind; verifying application of the relevant
rules;