Ubisoft 2012 Annual Report Download - page 70
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Management Report
2012
65
The by-laws updated on April 27, 2011 provide the opportunity for directors to participate in the
Board's deliberations via videoconference or telecommunications which enable them to be identified
and which guarantee their effective participation, under the conditions determined by the regulations in
force.
The by-laws provide the operating rules for the permanent committees set up within the Board of
Directors.
4.2.5 NO CONVICTION FOR FRAUD, INVOLVEMENT IN A BANKRUPTCY
AND/OR OFFICIAL REPRIMAND OR CHARGES
To the best of the Company's knowledge, over the past five years:
- no member of the Board of Directors has been found guilty of fraud;
- no member of the Board of Directors has been involved in a bankruptcy, impoundment or liquidation
as a member of an administrative, management or supervisory body;
- no official reprimand and/or charges have been made against any member of the Board of Directors
other than warnings and/or financial penalties from the AMF enforcement committee on February
28, 2008 (AMF press release of June 9, 2008), April 3, 2008 (AMF press release of June 6, 2008)
and January 8, 2009 (AMF press release of February 27, 2009) for - directly or indirectly - Marc
Fiorentino, in his capacity as Chief Executive Officer of Euroland Finance;
- no member of the Board of Directors or Executive Committee has been disqualified by a court from
serving as a member of an administrative, management of supervisory body of an issuer, or from
participating in the management or conduct of the business of an issuer in the last five years.
4.2.6 LOANS AND GUARANTEES GRANTED TO MEMBERS OF THE
BOARD OF DIRECTORS
The Company has not granted any loans or guarantees to any member of the Board of Directors.
4.2.7 ABSENCE OF POTENTIAL CONFLICTS OF INTEREST RELATING
TO THE MEMBERS OF THE BOARD OF DIRECTORS
To the best of the Company's knowledge, there are no potential conflicts of interest between the
Company duties and personal interests of any of the members of the Board of Directors.
Michel, Claude, Yves, Gérard and Christian Guillemot are brothers and are members of the
Management and Board of Directors of Gameloft SA and Ubisoft Entertainment SA. In this respect,
there may be potential conflicts of interest when these two companies collaborate on certain projects.