Ubisoft 2014 Annual Report Download - page 195

Governance and Internal Control
2014
190
- renewal during the General Meeting approving the financial statements for the year ended
March 31, 2017: Claude Guillemot, Christian Guillemot, Michel Guillemot, Laurence Hubert-Moy,
Pascale Mounier, Didier Crespel.
Directors may not be over eighty years of age.
1.3 PREPARATION AND ORGANIZATION OF THE BOARD’S
PROCEEDINGS
The preparation and organization of the Board of Directors come within the scope defined by the
statutory and regulatory provisions applicable to “societies anonymes” (corporations) and the
Company’s articles of association, and the provisions of the internal rules of the Board of Directors
and its committees updated on December 12, 2013.
Shareholders may consult the internal rules of the Board of Directors on the Company’s website.
Over and above the expertise and powers of the Board, the internal rules of the Board provide for the
operational rules of the specialized committees set up within it, prescribe the principle of confidentiality
for information known by members and that of the office of director in respect of rules of
independence, ethics and integrity. Moreover, the internal rules of the Board stipulate the requirement
that each of the directors inform the Board in the event of a real or potential conflict of interests in
which he/she may be directly or indirectly involved.
It also mentions the applicable rules regarding transactions of Company shares as defined by article L.
621-18-2 of the French Monetary and Financial Code and article 222-14 of the General Regulations of
the AMF (Financial Market Authority).
Finally, the internal rules of the Board of Directors provide the opportunity for directors to participate in
the Board’s deliberations via videoconference or telecommunications, which enable them to be
identified and guarantee their effective participation under the conditions determined by the regulations
in force. Directors who participate in the Board’s deliberations in this way are deemed to be present for
quorum purposes, except for Board of Directors’ meetings relating to the establishment of the
corporate financial statements, consolidated financial statements and the management report.
The Board’s powers and responsibilities
In accordance with the provisions of article L. 225-35 of the French Commercial Code and the
provisions of its internal rules, the Board of Directors lays down the Company’s policies and ensures
their implementation.
It meets as often as required by the Company’s business, at the registered office or at any other place
chosen by the Chairman. No special form is required for meeting notices. As a collegial body, its
decisions are binding on all its members.
In particular, the Board of Directors gives its opinion on all decisions relating to major strategic,
economic, corporate, financial and technological policies of the Company and ensures their
implementation by the general management.
Subject to the powers expressly bestowed on Shareholders’ Meetings and within the limit of the
corporate purpose, the Board of Directors may discuss any issue affecting the proper functioning of
the Company and make decisions to resolve matters that concern it. It also carries out the verifications
and controls it deems appropriate.