Ubisoft 2012 Annual Report Download - page 175

Governance and Internal control
2012
170
1.4 POSSIBLE LIMITS PLACED ON THE POWERS OF THE CHIEF
EXECUTIVE OFFICER
The Board of Directors chose not to separate the position of Chairman of the Board of Directors from
that of Chief Executive Officer. In a constantly changing and particularly competitive environment, this
arrangement ensures the alignment of operating activities with the strategy, thus supporting and
streamlining the decision-making process.
Yves Guillemot holds the positions of Chairman and Chief Executive Officer without any limits on his
powers other than those provided for under applicable legislation concerning the special powers of the
Board of Directors or of the General Shareholders’ Meeting.
At its meeting of June 30, 2010, the Board of Directors set out the scope of the Chief Executive
Officer’s powers as regards granting deposits, endorsements and guarantees by setting the overall
authorized amount at €150 million for a legal term of one year in accordance with Article R. 225-28 of
the French Commercial Code.
1.5 RULES AND PRINCIPLES APPLIED BY THE BOARD OF
DIRECTORS TO DETERMINE THE COMPENSATION AND
BENEFITS OF ALL KINDS GRANTED TO CORPORATE
OFFICERS
Compensation granted to the Chief Executive Officer and to the Executive Vice Presidents, is set by
the Board of Directors further to the Compensation Committee’s proposal, which bases its judgment
on comparative studies of large firms and/or companies operating in the same business sector.
In consideration - albeit very partial - of the responsibilities assumed and also the time spent in
preparing Board meetings and actively participating therein, the General Meeting of September 25,
2006 authorized the Company to pay directors’ fees amounting to a maximum of €250 thousand per
annum.
The Board decided at its meeting on April 27, 2011 to raise directors’ fees to €40 thousand for each
director, on or after July 1, 2011, compared to €30 thousand previously (Board meeting of December
5, 2006) on the basis of the same prior conditions, namely:
 half comprises a fixed sum,
 the other half forms a variable portion proportionate to the directors’ participation at Board
meetings held between July 1 of year n and June 30 of year n +1.
The Board by-laws have been amended accordingly.
Corporate officers are not entitled to any indemnity or benefits payable in the event that they leave the
Company.
The resolution submitted to the next General Assembly for the purpose of authorizing the Board of
Directors:
 to grant options to subscribe to and/or purchase shares stipulates. firstly, that the number of
options granted to corporate officers may not represent more than 5% of the total number allocated
by the Board throughout the duration of the authorization and, secondly, that the exercise of said
options by corporate officers must be tied in with performance conditions to be met which are set
out by the Board of Directors;