Ubisoft 2013 Annual Report Download - page 79

Management Report
2013
74
GROUP MANAGEMENT 4.2.2
Executive Director, EMEA Alain Corre
Executive Director, North America Laurent Detoc
Chief Financial Officer Alain Martinez
Executive Director, Worldwide Production Christine Burgess-Quémard
Chief Creative Officer Serge Hascoët
RULES APPLICABLE TO THE APPOINTMENT AND SUBSTITUTION 4.2.3
OF MEMBERS OF THE BOARD OF DIRECTORS
In application of Article 9 of the Company's Articles of Association, the term of office for directors is
four years, with a system of staggered renewals to ensure a smooth transition and avoid an ad hoc
replacement in compliance with the recommendations of the AFEP-MEDEF Code,.
Over the life of the Company, directors are appointed or reappointed by the Ordinary General Meeting.
However, in the event of a merger or demerger, the appointment may be made by the Extraordinary
General Meeting held to deliberate on the operation concerned.
Between two Meetings and in the event of a vacancy due to death or resignation, appointments may
be made on a provisional basis by the Board of Directors. They are subject to ratification at the
following General Meeting.
Pursuant to applicable legislative and regulatory provisions, if a director is appointed to replace
another, he or she shall only hold this position for the remainder of his or her predecessor's term.
The term of office of directors ends following the Ordinary General Meeting called to approve the
financial statements for the previous financial year and held in the year in which their term of office
expires.
FUNCTIONING OF THE BOARD OF DIRECTORS/SENIOR 4.2.4
MANAGEMENT
The Board of Directors has the broadest possible powers to determine business policies and ensure
their implementation within the limits of the corporate objects and the powers expressly granted by law
to the General Meeting.
Pursuant to Article L. 225-51 of the French Commercial Code, the Board of Directors, at its meeting of
October 22, 2001, decided the method of exercise of the executive management. It decided not to
separate the positions of Chairman of the Board of Directors and of Chief Executive Officer, mainly to
encourage close relations between managers and shareholders, in the tradition of Ubisoft
Entertainment SA.
As a result, Yves Guillemot, as Chairman of the Board of Directors, is legally responsible for
representing the Company's Board of Directors, organizing its work and reporting on it to the
Shareholders’ General Meeting, overseeing the smooth operation of the Company’s corporate bodies
and ensuring in particular that the directors are capable of carrying out their responsibilities. With
regard to the position of Chief Executive Officer, and subject to the powers legally attributed to the
Shareholders’ General Meetings and the Board of Directors, he has the broadest authority to act in all
circumstances on behalf of the Company and to represent it in its relations with third parties.
The by-laws updated on December 14, 2012 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.