Ubisoft 2014 Annual Report Download - page 192

Governance and Internal Control
2014
187
Provisions of the AFEP-MEDEF Code
Explanation
19. Number of directorships for executive and non-
executive directors
“An executive director should not hold more than two other
directorships in listed corporations, including foreign
corporations, not affiliated with his or her group.”
As at March 31, 2014, Yves Guillemot, executive director
of the Company, is also a director of the companies
Guillemot Corporation SA, Gameloft SE and Rémy
Cointreau SA.
In the absence of clarification in the AFEP-MEDEF Code,
it was decided to retain the notion of a family group rather
than that referred to in article L. 233-3 of the French
Commercial Code, particularly in view of the related
and/or complementary fields of activity of Ubisoft
Entertainment SA, Gameloft SE and Guillemot
Corporation SA.
21. Directors’ compensation
21.1 “It shall be recalled that the method of allocation of
directors’ compensation, the total amount of which is
determined by the Meeting of shareholders, is set by the
Board of Directors. It should take account, in such ways as
it shall determine, of the directors’ actual attendance at
meetings of the Board and committees, and therefore
include a significant variable portion.”
Following a proposal from the Compensation Committee,
the Board has decided to renew the rules regarding the
allocation of directors’ fees applied in previous years (50%
variable and 50% fixed), the rules of which are presented
in 4.5 of the management report, due in particular to the
directors’ excellent rate of attendance at Board meetings.
23.2.1 Requirement to retain shares
“The Chairman of the Board, the Chief Executive Officer,
the Executive Vice Presidents […] are required to hold as
registered shares until the end of their term in office a
significant number of shares periodically determined by
the Board of Directors [….]. The number of shares
resulting from the exercise of stock options or award of
performance shares, must be significant and growing,
where necessary, to a level determined by the Board.”
Within the context of the granting of stock options to the
Chairman and Chief Executive Officer and the Executive
Vice Presidents, the percentage of shares that must be
held as registered shares until the end of their term in
office is fixed at 5%.
On March 17, 2014, the Board of Directors decided,
following a proposal from the Compensation Committee,
to maintain this percentage. Consequently, the
recommendation to increase this percentage has not been
followed to the letter at this stage.
This decision was made based in particular on the fact
that the last stock option plan in favor of executive
directors dates back to April 2011 and, consequently, it
was not deemed appropriate with regard to the time-lag
between the last plan and the new plan to revise this
percentage upwards.
24.1 Ongoing information
“All of the executive directors’ compensation components,
whether potential or vested, must be publicly disclosed,
immediately after the meeting of the Board approving the
relevant decisions”
The principle of a variable compensation, an exceptional
compensation and an allocation of stock options was
approved by the Board of Directors on March 17, 2014,
following a proposal from the Compensation Committee.
The application criteria were validated by the Board of
Directors on May 15, 2014, following a proposal from the
Compensation Committee. As a result, based on the
publication of the management report within very tight
deadlines following the Board meeting of May 15, 2014, it
did not seem necessary to issue a specific and additional
publication.
Internal rules of the Board of Directors
The internal rules of the Board of Directors, intended in particular to specify its operating procedures,
in conjunction with legal, regulatory and statutory provisions, were adopted during the meeting of the
Board of Directors on July 27, 2004. They were examined and updated by the Board of Directors at
regular intervals. The internal rules of the Board also constitute the directors’ governance charter.
The internal rules of the Audit Committee and the Compensation Committee are attached to the
internal rules of the Board of Directors updated on December 12, 2013.