Ubisoft 2009 Annual Report Download - page 168


164
3.1.2.8 Main issues addressed during the financial year/proceedings of the
Board of Directors
During the financial year, the Board of Directors mainly focused on:
- examining and approving the interim and annual financial statements for the year ended
March 31, 2009;
- examining and finalizing the provisional financial statements;
- examining Ubisoft’s strategic considerations;
- examining related-party agreements in accordance with Article L. 225-38 of the French
Commercial Code;
- calling the Combined General Meeting of July 10, 2009 and approving the reports and draft
resolutions to be submitted to this Meeting;
- implementing the authorizations granted by the General Shareholders’ Meeting, in particular
as regards employee shareholding;
- renewing the authorization granted to the Chief Executive Officer to provide deposits,
endorsements and guarantees in the Company’s name;
- establishing corporate governance policies; adopting AFEP-MEDEF recommendations on
compensation paid to managers and corporate officers, aggregating and summarizing self-
assessment questionnaires on the Board of Directors’ work;
- reading the reports of its committees (the Strategy and Development Committee and the
Compensation Committee).
In accordance with Article L. 823-17 of the French Commercial Code, the auditors were invited to
attend the Board Meetings approving or examining the financial statements.
The Board met 10 times during the 2009/2010 financial year, with an attendance rate of 68.33 %.
3.1.2.9 Assessment of the work of the Board of Directors
At its meeting of March 11, 2010, the Board of Directors initiated a discussion on its working methods
further to which, it was decided that a new, more detailed and targeted assessment questionnaire
would be sent out during the 2010/2011 financial year.
It should be noted that an assessment of the Board of Directors’ working methods was carried out
during the 2008/2009 financial year to ensure that important issues were suitably researched,
addressed and discussed at Board meetings, and that from this assessment it transpired that:
- members make a healthy contribution to debates,
- information put forward is satisfactory.
The assessment was based on a detailed questionnaire sent to each director. A summary of individual
assessments was also discussed at a Board Meeting which considered the results to be positive,
reflecting a generally satisfactory standard of work by the Board.
3.1.2.10 Shareholders’ access, attendance and voting at General Meetings
All shareholders have the right to attend General Meetings under legally prescribed conditions.
Information on access, attendance and voting at General Meetings appears in Articles 8 and 14 of the
Company’s Articles of Association, with details in section 3.2 of the Financial Report. This information
is provided again in the notice of meeting that serves as a convening notice published by the
Company before any general meetings.