Ubisoft 2012 Annual Report Download - page 171

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Governance and Internal control
2012
166
1.3 PREPARATION AND ORGANIZATION OF THE BOARD’S
PROCEEDINGS
The preparation and organization of the Board come within the scope defined by the statutory and
regulatory provisions applicable to societies anonymes(corporations) and of the Company’s Articles
of Association and the provisions of the by-laws of the Board of Directors and its committees updated
on April 27, 2011 in compliance with the French Commercial Code and the AFEP-MEDEF Code.
Shareholders may consult the by-laws at the business address or at the registered office.
Over and above the expertise and powers of the Board, the by-laws provide the operational rules of
the specialized committees set up within it, prescribe the principle of confidentiality for information
known by members and that of the office of director in respect of rules of independence, ethics and
integrity. Moreover, the by-laws stipulate the requirement that each of the directors inform the Board in
the event of a real or potential conflict of interests in which he/she may be directly or indirectly
involved.
It also mentions the applicable rules regarding transactions of Company shares, as defined by Article
L. 621-18-2 of the French Monetary and Financial Code and Article 222-14 of the General Regulations
of the AMF (Financial Market Authority).
Finally, the by-laws provide the opportunity for directors to participate in the Board’s deliberations via
videoconference or telecommunications which enable them to be identified and guarantee their
effective participation, under the conditions determined by the regulations in force. Directors who
participate in the Board’s deliberations in this way are deemed to be present for quorum purposes,
except for Board of Directors’ meetings relating to the establishment of the corporate financial
statements, consolidated financial statements and the management report.
The by-laws provide the operating rules for the permanent committees set up within the Board of
Directors.
1.3.1 THE BOARD’S POWERS AND RESPONSIBILITIES
In accordance with the provisions of Article L. 225-35 of the French Commercial Code and the
provisions of its by-laws, the Board of Directors lays down the Company’s policies and ensures their
implementation.
It meets as often as required by the Company’s business, at the registered office or at any other place
chosen by the Chairman; no special form is required for meeting notices. As a collegial body, its
decisions are binding on all its members.
In particular, the Board of Directors gives its opinion on all decisions relating to major strategic,
economic, corporate, financial and technological policies of the Company and ensures their
implementation by senior management.
Subject to the powers expressly bestowed on Shareholders’ Meetings and within the limit of the
corporate purpose, the Board of Directors may discuss any issue affecting the proper functioning of
the Company. It also carries out the verifications and controls it deems appropriate.
Consequently, the Board of Directors:
- sets the Group’s targets and defines its strategy in line with its culture and values;
- chooses the organizational arrangements for senior management (separation of the position of
Chairman from that of Chief Executive Officer, or both these positions held by the same person);
- implements, where it sees fit, the authorizations granted to it by the General Shareholders