Ubisoft 2009 Annual Report Download - page 170

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3.1.2.12.2 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 Corporate Governance Code states that the Compensation Committee should
predominantly comprise independent directors, with no corporate officers. The Company’s
Compensation Committee is made up of one independent director and two corporate officers. 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 benefits enjoyed by
directors and corporate officers and for providing the Board with comparisons and measurements on
market practices, in particular:
- examining and making recommendations as regards the compensation of corporate officers,
concerning both (i) the variable and fixed portions of said compensation, and (ii) any benefits in kind,
stock subscription or purchase options received from any Group company, arrangements regarding
their pensions and any other benefits of any kind; verifying application of the relevant rules;
- 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 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 2009/2010 fiscal year
The Compensation Committee met once during the last fiscal year, mainly to discuss the composition
of UBISOFT teams as at October 2009, possibilities for the retention of key people and building up
their loyalty in a tense market and practices as regards competitors. This Committee also drew up
recommendations regarding the implementation of the law of December 3, 2008 for the benefit of
earned income, whereby it established new rules and in particular the form of allocation of stock
options or allocation of bonus shares to corporate officers if a provision exists granting employees a
share in the performance of the Company.
The attendance rate was 100 %.