Ubisoft 2013 Annual Report Download - page 185

Governance and Internal Control
2013
180
AUDIT COMMITTEE
1.3.5.3
In accordance with the provisions of Article L. 823-19 of the French Commercial Code, introduced by
Directive no. 2008-1278 of December 8, 2008 (having transposed into French law the eighth directive
on statutory audits (Directive 2006/43/EC), the Company shall establish an Audit Committee before
November 30, 2013, i.e. within the deadlines prescribed by Article 21 of the aforementioned Directive,
on the expiry of Board members’ terms of office as a reference.
POSSIBLE LIMITS PLACED ON THE POWERS OF THE CHIEF 1.4
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 Shareholders’ Meeting.
At its meeting of June 1, 2012, the Board of Directors set out the scope of the Chief Executive Officer’s
powers as regards granting securities, suretiesand 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.
RULES AND PRINCIPLES APPLIED BY THE BOARD OF 1.5
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 following a proposal by the Compensation Committee, 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
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 of Directors 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 with €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.