Ubisoft 2013 Annual Report Download - page 80

Management Report
2013
75
NO CONVICTION FOR FRAUD, INVOLVEMENT IN A BANKRUPTCY 4.2.5
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 member of the Board of Directors has received an official reprimand or charges;
- 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 or supervisory body of an issuer, or from
participating in the management or conduct of the business of an issuer in the last five years.
LOANS AND GUARANTEES GRANTED TO MEMBERS OF THE 4.2.6
BOARD OF DIRECTORS
The Company has not granted any loans or guarantees to any member of the Board of Directors.
ABSENCE OF POTENTIAL CONFLICTS OF INTEREST RELATING 4.2.7
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
members of the Board of Directors’ duties toward the Company and the personal interests of any of
them.
Michel, Claude, Yves, Gérard and Christian Guillemot are brothers and are members of the
Management and Board of Directors of Gameloft SE and Ubisoft Entertainment SA. In this respect,
there may be potential conflicts of interest when these two companies collaborate on certain projects.
Although the contracts detailed below linking the two companies expired on April 1, 2012, they are still
considered to be regulated agreements insofar as they are have sell-off periods of five years:
- A brand licensing agreement according to which Ubisoft Entertainment SA granted Gameloft SE a
license for the use of brands belonging to it or for which it has been granted an operating license.
The brand license was granted in return for the payment of a license fee proportionate to the
revenue achieved by Gameloft SE;
- An agreement (i) on an exclusive and nontransferable license for the use and reproduction of
video games for iPhone and iPod Touch formats as well as (ii) a nonexclusive and nontransferable
license authorizing the reproduction of the trademarks and logos relating to the video games
subject to the exclusive license. The license was granted in return for the payment of a license fee
proportionate to the revenue achieved by Gameloft SE.
The details are given in the section on regulated agreements in part 5 of the financial statements.
SERVICE PROVISION AGREEMENTS WITH THE ISSUER AND ITS 4.2.8
SUBSIDIARIES
There is no service agreement between members of the Board of Directors and the issuer or a
subsidiary of the Group and providing for the granting of benefits.