Ubisoft 2013 Annual Report Download - page 184

Governance and Internal Control
2013
179
COMPENSATION COMMITTEE
1.3.5.2
COMPOSITION
The committee has three members: Yves Guillemot, Christian Guillemot and Estelle Métayer, who was
appointed on September 24, 2012, as a successor to Marc Fiorentino. Yves Guillemot is the Chairman
of the committee.
The AFEP-MEDEF corporate governance code states that the Compensation Committee should
predominantly comprise independent directors, with no corporate officers.
The Company’s Compensation Committee is made up of one independent director and two corporate
officers. The Board of Directors feels that, given the nature of the Company, in particular the structure
of its capital ownership with the Guillemot family as a principal shareholder, and the current
composition of its Board of Directors, the committee as defined best suits the Company’s operating
methods. Moreover, open and varied discussions between the independent director and the persons
responsible for preparing the documentation (benchmarking, studies, etc.) used at committee
meetings suggest that the interests of the Company’s shareholders are well represented.
Furthermore, the Board of Directors did not consider it relevant to grant this committee the attributions
of a nominating and/or selection committee.
RESPONSIBILITIES
The Compensation Committee is responsible for examining the compensation and benefits granted to
directors and corporate officers and for providing the Board with comparisons and measurements with
regard to market practices, in particular:
- examining and making recommendations as regards the compensation of corporate officers,
concerning both (i) the variable and fixed portions of said compensation and (ii) any benefits in kind,
share subscription or purchase options received from any Group company, provisions regarding
their pensions and any other benefits of any kind; verifying the application of the relevant rules;
- making recommendations to the Board as regards the rules for distributing the directors’ fees and
the individual payments to be made to the directors in this respect, taking account of the directors’
attendance at Board meetings;
- making recommendations to the Board as regards the overall amount of directors’ fees proposed to
the Company’s General Meeting;
- providing the Board of Directors with an opinion on the general policy for granting share subscription
and/or purchase options, which should be reasonable or appropriate, and on the option plan(s)
established by the Group’s executive management, advising the Board of its recommendation as
regards the allocation of subscription or purchase options by explaining the reasoning behind its
choice as well as the consequences thereof; predetermining the frequency of such allocations;
- examining any matter referred to it by the Chairman concerning the aforementioned issues and,
where applicable, the proposals relating to employee shareholding.
WORK DURING THE FINANCIAL YEAR 2012/2013
The Compensation Committee met twice during the last financial year, mainly to discuss the
composition of the Ubisoft teams as at the end of 2012, possibilities of retaining key people and
ensuring their loyalty in a market under pressure, and competitor practices.
The attendance rate was 100%.