Ubisoft 2009 Annual Report Download - page 164

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160
3.1.1 Corporate governance code
In the preparation of this report, the Company referred to the corporate governance code for listed
companies published by AFEP-MEDEF (December consolidated code: the “AFEP-MEDEF Code”).
The AFEP-MEDEF Code can be consulted on the MEDEF website: (www.medef.fr).
In accordance with the provisions of Article L. 225-37 of the French Commercial Code, this report
states the provisions of the AFEP/MEDEF Code which were not followed by the Company and the
reasons related thereto.
Moreover, the Board of Directors goes on thinking over on the application and, if applicable, the
adaptation of the regulations of the AFEP-MEDEF Code not yet implemented, by taking into account
the specific characteristics of the Company.
3.1.2 Preparation and organization of the Board's proceedings
The conditions of preparation and organization of the work of the Board of Directors are set out by the
laws, the Company’s articles of association, the provisions of the Board of Directors’ by-laws and the
specialized committees set up within the Board of Directors.
3.1.2.1 Membership and organization of the Board
Membership
The Board of Directors comprises six members, four of whom are also Executive Vice Presidents and
assist the Chief Executive Officer.
The Board of Directors does not include any members elected by employees.
The composition of the Board of Directors appears in the Appendix of this report.
The Board of Directors comprises five members from the Guillemot family and one independent
director as defined by the AFEP/MEDEF Code, according to which an independent director (i) must
not have any relationship of any kind whatsoever with the Company, its group or the management that
is such to compromise his or her judgment and (ii) must meet the following criteria:
- not to be an employee or corporate officer of the Company, or an employee or director of its parent
or a company that it consolidates, and not to have been in such a position for the previous five years,
- not to be a corporate officer of a company in which the Company holds a directorship, directly or
indirectly, or in which an employee appointed as such or a corporate officer of the Company (currently
in office or having held such office going back five years) is a director,
- not to be a customer, supplier, investment banker or commercial banker that is material for the
Company or its group or for a significant part of whose business the Company or group accounts,
- not to be related by close family ties to a corporate officer,
- not to have been an auditor of the Company within the previous five years,
- not to have been a director of the Company for more than twelve years.
Directors may not be over eighty years of age.