Ubisoft 2013 Annual Report Download - page 180

Governance and Internal Control
2013
175
DIRECTOR ELECTED BY EMPLOYEE SHAREHOLDERS 1.2.3
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.
NUMBER OF SHARES TO BE HELD BY THE DIRECTORS 1.2.4
Pursuant to Article 9 of the Company’s Articles of Association, 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 correlated with their involvement in
executing their duties.
DIRECTORS’ TERM OF OFFICE 1.2.5
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.
Further to the appointment by the Shareholders’ Meeting of September 24, 2012, of Estelle Métayer
as director in replacement of Marc Fiorentino and the renewal of the terms of office of Yves Guillemot
and Gérard Guillemot at the same Meeting, the expiry of the directors’ terms of office is currently as
follows:
- renewal during the General Meeting approving the financial statements for the year ended March
31, 2016: Yves Guillemot, Gérard Guillemot and Estelle Métayer;
- renewal during the General Meeting approving the financial statements for the year ended March
31, 2013: Claude Guillemot, Christian Guillemot and Michel Guillemot.
The terms of office to be proposed at the next General Meeting for the renewal of the terms of office of
Claude Guillemot, Christian Guillemot and Michel Guillemot as directors and the appointment of
Laurence Hubert-Moy as a new director will be four years.
Directors may not be over eighty years of age.
PREPARATION AND ORGANIZATION OF THE BOARD’S 1.3
PROCEEDINGS
The preparation and organization of the Board come within the scope defined by the statutory and
regulatory provisions applicable to “sociétés anonymes” (corporations) and the Company’s Articles of
Association, and the provisions of the by-laws of the Board of Directors and its committees updated on
December 14, 2012, 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 for 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).