Ubisoft 2008 Annual Report Download - page 219

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UBISOFT ANNUAL REPORT 2009
Go v e r n a n c e a n d I n t e r n a l c o n t r o l p r o c e d u r e s 03
making recommendations to the Board as regards the rules for distributing the directors’ fees and the individual payments to •
be made to the Directors in this respect, taking account of the Directors’ attendance at Board Meetings;
making recommendations to the Board as regards the overall amount of directors’ fees proposed to the Company’s General •
Shareholders' Meeting;
providing the Board with an opinion on the general policy for granting stock subscription and/or purchase options, which should •
be reasonable or appropriate, and on the option plan(s) established by the Group’s Senior Management, advising the Board
of its recommendation as regards the allocation of subscription or purchase options by explaining the reasoning behind its
choice as well as the consequences thereof; predetermining the frequency of such allocations;
examining any matter referred to it by the Chairman concerning the aforementioned issues and, where applicable, the proposals •
relating to employee shareholding.
Work during the 2008/09 scal year
The Compensation Committee met once last year, 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), basing its judgment on comparisons with
large rms working in the same eld. This Committee also discussed procedures for employee shareholding, established with
regard to the authorisations and/or powers granted to the Board of Directors by the Shareholders’ Meeting. The attendance rate
was 100%.
3.1.1.11.3 Audit Committee
To date, the Company has not set up the Audit Committee recommended by the AFEP-MEDEF code, largely owing to the difculty
in doing so given the recommended composition of such a Committee. In accordance with the provisions of Article L 823-19 of
the French Commercial Code, introduced by Directive 2008-1278 of December 8, 2008 (having transposed the eighth directive on
statutory audits (Directive 2006/43/EC)), the Company intends to establish an Audit Committee within the time frame shown in
Article 21 of the directive, using the expiry of Board Members’ terms in ofce as a benchmark.
3.1.2 Internal control procedures
The preparation of this report is based on the information and control methods reported by the various internal control players
within Ubisoft and its subsidiaries, as well as the internal audit work performed at the request of the Senior Management.
3.1.2.1 Internal control denition and goals
To prepare the current report on the scal year 2008/09, Ubisoft chose to use the internal control reference framework published
on January 22, 2007, and drafted by the Working Group set up by the AMF (French Securities and Exchange Commission). The Group
also uses this reference framework to ne-tune its internal control procedures.
Under this framework, internal control is dened as a system designed to ensure:
compliance with laws and regulations;•
application of the instructions and policies xed by Senior Management;•
the Company’s internal processes are functioning correctly, in particular, those involving the security of its assets;•
the reliability of the nancial information published.•
This system must also contribute to the control over its activities, the efciency of its operations and efcient use of its resources,
while enabling the Company to adequately take into account signicant operational, nancial or compliance risks. Therefore,
the internal control system plays a key role in conducting and monitoring its activities.