Ubisoft 2014 Annual Report Download - page 194

Governance and Internal Control
2014
189
They must undertake not to seek out or to accept benefits from the Company or associated
companies, either directly or indirectly, which are likely to be considered prejudicial to their
independence.
Balanced representation of women and men within the Board of
Directors
Over the past financial year, the Company continued to increase the number of women on its Board of
Directors. The Board of Directors now includes 3 independent female directors out of its 9 members,
thus bringing the number of women with seats on the Board of Directors to 33.33%. The composition
of the Board of Directors therefore complies with the provisions of article 5. II of Act no. 2011-013 of
January 27, 2011, applying to companies with shares admitted for trading on a regulated market,
further to which the proportion of directors of each gender may not be less than 20% following the first
Ordinary General Meeting to be held after January 1, 2014.
Director elected by employee shareholders
The Board of Directors does not include a director representing the employees, it being specified that
the threshold of at least 3% of share capital held by the employees (as provided in article L. 225-23 of
the French Commercial Code) has not been reached to date.
Number of shares to be held by the directors
Pursuant to article 9 of the Company’s articles of association, each director must hold at least one
share in the Company. The number of shares held by directors is variable as the Company currently
believes that the number of shares held by the directors is not a corollary of their involvement in
executing their duties.
Directors’ term of office
Article 9 of the articles of association as amended by the General Meeting of July 10, 2009, complies
with the recommendation of the AFEP-MEDEF Code relating to this matter, namely: (i) a term of office
for directors of four years (compared with six previously) and (ii) staggered renewals.
Following:
- the appointment to directorship, by the Shareholders’ Meeting of September 24, 2012, of Estelle
Métayer as a successor to Marc Fiorentino and the renewal of the terms of office of Yves
Guillemot and Gérard Guillemot at the same Meeting;
- the appointment to directorship, by the Shareholders’ Meeting of June 27, 2013, of Laurence
Hubert-Moy and the renewal of the terms of office of Claude Guillemot, Michel Guillemot and
Christian Guillemot;
- the appointment to directorship, by the Shareholders’ Meeting of November 20, 2013, of Pascale
Mounier and Didier Crespel;
the expiry of the directors’ terms of office is currently as follows:
- renewal during the General Meeting approving the financial statements for the year ended
March 31, 2016: Yves Guillemot, Gérard Guillemot and Estelle Métayer;