Ubisoft 2014 Annual Report Download - page 193

Governance and Internal Control
2014
188
1.2 COMPOSITION OF THE BOARD
The Board of Directors now comprises nine members, compared with six members as at
March 31, 2013. Of these nine members:
- five members are from the Guillemot family: Yves Guillemot, Chairman and Chief Executive
Officer, assisted by Claude Guillemot, Michel Guillemot, Gérard Guillemot and Christian
Guillemot as Executive Vice Presidents;
- three independent directors (female): Estelle Métayer, Laurence Hubert-Moy and Pascale
Mounier;
- one independent director (male): Didier Crespel.
The composition of the Board of Directors and its development during the financial year ended
March 31, 2014, is contained in section 4.2.1 of the management report.
The internal rules of the Board of Directors, published on the Company’s website, set all the principles,
which, without being set up as strict rules, should guide the composition of the Board of Directors.
Status of independent directors as regards the independence criteria of
the AFEP-MEDEF Code
The independent directors have no relationship of any kind whatsoever with the Company, its Group
or its management, which may compromise their judgment. The qualities required for the role of
independent director were discussed by the Board of Directors when the candidates were put forward
for appointment.
Estelle
Métayer
Laurence
Hubert-Moy
Pascale
Mounier
Didier
Crespel
Must not be an employee or executive director of the
Company, or an employee or director of its parent or a
company that it consolidates, and must not have held
such a position for the previous five years
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Must not be an executive director of a company in
which the Company holds a directorship, directly or
indirectly, or in which an employee appointed as such
or an executive director of the Company (currently in
office or having held such office going back five
years) is a director
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Must not be a customer, supplier, investment banker
or commercial banker:
 that is material for the Company or its Group, or
 for a significant part of whose business the
Company or its group accounts
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Must not be related by close family ties to an
executive director
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Must not have been an auditor of the Company within
the previous five years
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Must not have been a director of the Company for
more than twelve years
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100% of the members of the committees of the Board of Directors are also independent directors.
In accordance with the internal rules of the Board, directors deemed independent must undertake at all
times to maintain their independence with regard to analysis, judgment, decisions and action.