Ubisoft 2009 Annual Report Download - page 163
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159
3 GOVERNANCE AND INTERNAL CONTROL
PROCEDURES
3.1 Report by the Chairman of the Board of Directors in
accordance with Article L225-37 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.
This report has been drawn up in accordance with the provisions of Article L. 225-37 of the French
Commercial Code. Its purpose is to detail the composition, the conditions of preparation and
organization of the work of the Board of Directors, the principles and rules the Board of Directors has
adopted to determine the compensation and benefits of any kind awarded to the corporate officers, the
limits placed on the powers of the Chairman and Chief Executive Officer, terms and conditions relating
to the participation of shareholders in General Meetings and the internal control and risk management
procedures established by the Company.
This report refers to the Management Report contained in the Company’s registration document for
the year ended March 31, 2010 as regards 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 impact in the event of a public offering.
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.
The main departments involved in preparing and drawing up the report by the Chairman relating to
corporate governance and the internal control of the Company are: the Chairman and Chief Executive
Officer, the members of the Board of Directors and of the Committees, working in close collaboration
with the Administrative Department in charge of its preparation.
In accordance with paragraph 10 of Article L. 225-37, the Board of Directors approved this report at its
meeting of May 18, 2010.
It was also the subject of a report prepared by the statutory auditors, in accordance with Article L. 225-
235 of the French Commercial Code, on internal control procedures relating to the preparation and
processing of accounting and financial information and of a declaration regarding the preparation of
other necessary information.