Ubisoft 2012 Annual Report Download - page 170

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Governance and Internal control
2012
165
1.2.2 BALANCED REPRESENTATION OF WOMEN AND MEN WITHIN THE
BOARD OF DIRECTORS
Although the Company does not comply at the present time with the recommendation of the AFEP-
MEDEF Code as regards this matter, it will intend to comply in a timely manner with the provisions of
Act no. 2011-103 of January 27, 2011 regarding the balanced representation of men and women
within boards of directors and supervisory boards, and professional equality, namely by promoting the
selection of women as candidates for the next vacant directorships.
In this perspective, the appointment of a woman as Director who moreover complies with the
independence criteria described above will be put at the agenda of the next General Meeting in
replacement of Marc Fiorentino [cf. 1.2.1].
1.2.3 DIRECTOR ELECTED BY EMPLOYEE SHAREHOLDERS
The Board of Directors does not include a director representing the employees, it being specified that
the threshold of at least 3% of share capital held by the employees (as provided in Article L. 225-23 of
the French Commercial Code) has not been reached to date.
1.2.4 NUMBER OF SHARES TO BE HELD BY THE DIRECTORS
Pursuant to Article 9 of the Articles of Association of the Company, each director must own at least
one share in the Company. The number of shares held by directors is variable as the Company
currently believes that the number of shares held by the directors is not a corollary of their involvement
in executing their duties.
1.2.5 DIRECTORS’ TERM OF OFFICE
Article 9 of the Articles of Association as amended by the General Meeting of July 10, 2009 complies
with the recommendation of the AFEP-MEDEF Code relating to this matter, namely: (i) a term of office
for directors of four years (compared to six previously) and (ii) staggered renewals.
In order to phase in the establishment of staggered renewals referred to above, it was decided to
reduce the term of office expiring originally at the Annual General Meeting approving the financial
statements for the financial year ended March 31, 2013 to ensure the regular renewal of Board
members, namely:
- renewal during the General Meeting approving the financial statements for the year ended March
31, 2012: Yves Guillemot, GĂ©rard Guillemot and Marc Fiorentino;
- renewal during the General Meeting approving the financial statements for the year ended March
31, 2013: Claude Guillemot, Michel Guillemot and Christian Guillemot.
Further to the wish expressed by Marc Fiorentino not to be reappointed as director at the General
Meeting approving the financial statements for the year ended March 31, 2012, the appointment of a
woman as candidate shall be proposed at the next Annual General Meeting for a period of four years
expiring at the end of the Annual General Meeting approving the financial statements for the year
ended March 31, 2016.
Directors may not be over eighty years of age.