Ubisoft 2014 Annual Report Download - page 198

Governance and Internal Control
2014
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More specifically, it is responsible for:
 examining the accounting basis chosen and establishing its relevance, examining the
sustainability of the accounting methods applied, the accounting policies used and the estimates
made in order to process material transactions, and the scope of consolidation;
 examining certain accounting and financial information documents issued by the Company before
they are made public;
 reviewing and monitoring the effectiveness of internal control and risk management systems and
the security of information systems;
 examining risks, litigation and material off-balance sheet commitments;
 formulating proposals to be made to the Board of Directors regarding the appointment of the
statutory auditor and validation of the fees paid, and
 evaluating the quality of the work of the statutory auditor and monitoring its independence. Within
the context of this monitoring, details of the audit and consulting fees paid by the Company and
other Group companies to the firms and networks of the Company’s statutory auditor are
communicated to the committee twice a year when the annual and interim financial statements
are prepared.
Work during the 2013/2014 financial year
The Audit Committee, which was set up on November 20, 2013, met once during the past financial
year (between November 20, 2013, and March 31, 2014), in particular to review key balance sheet
and income statement items, tax items, financing and liabilities, and to look at internal control and
risk management and prepare associated action plans.
The attendance rate at this committee meeting was 100%.
The Audit Committee met with the statutory auditor on April 8, 2014, in order to find out about the
Company’s accounting procedures and problems and therefore gain a better understanding of what
is involved in monitoring the preparation and inspection of accounting and financial information.
- The Compensation Committee
The composition of the Compensation Committee and its development during the financial year
ended March 31, 2014, is contained in section 4.2.1 of the management report.
Composition
The Committee has two members: Estelle Métayer, who has been a member since
September 24, 2012, and Chairman since September 2, 2013, in place of Yves Guillemot, and
Laurence Hubert-Moy, who has been a member since June 27, 2013.
The AFEP-MEDEF corporate governance code states that the Compensation Committee should
have a majority of independent directors and should not includeexecutive directors, and the new
composition of the Compensation Committee complies with this recommendation.
Responsibilities
The Compensation Committee is responsible for examining the compensation and benefits granted
to directors and executive directors and for providing the Board with comparisons and
measurements with regard to market practices, in particular: