Ubisoft 2014 Annual Report Download - page 82

Management Report
2014
77
The term of office of directors ends following the Ordinary General Meeting called to approve the
financial statements for the previous financial year and held in the year in which their term of office
expires.
4.2.5 FUNCTIONING OF THE BOARD OF DIRECTORS / GENERAL
MANAGEMENT
The Board of Directors has the broadest possible powers to determine business policies and ensure
their implementation within the limits of the corporate objects and the powers expressly granted by law
to the General Meeting.
Pursuant to article L. 225-51 of the French Commercial Code, the Board of Directors, at its meeting of
October 22, 2001, decided on the method of exercise of the executive general management. It
decided not to separate the positions of Chairman of the Board of Directors and of Chief Executive
Officer, mainly to encourage close relations between managers and shareholders.
As a result, Yves Guillemot, as Chairman of the Board of Directors, is legally responsible for
representing the Company’s Board of Directors, organizing its work and reporting on it to the
Shareholders’ General Meeting, overseeing the smooth operation of the Company’s corporate bodies
and ensuring in particular that the directors are capable of carrying out their responsibilities. With
regard to the position of the Chief Executive Officer, and subject to the powers legally attributed to the
Shareholders’ General Meetings and the Board of Directors, he has the broadest authority to act in all
circumstances on behalf of the Company and to represent it in its relations with third parties.
The internal rules of the Board of Directors updated on December 12, 2013, provide the opportunity for
directors to participate in the Board’s deliberations via videoconference or telecommunications, which
enable them to be identified and which guarantee their effective participation, under the conditions
determined by the regulations in force.
The internal rules of the Board of Directors provide the operating rules for the permanent committees
set up within the Board of Directors.
4.2.6 NO CONVICTION FOR FRAUD, INVOLVEMENT IN A BANKRUPTCY
AND/OR OFFICIAL REPRIMAND OR CHARGES
To the best of the Company’s knowledge, over the past five years:
- no member of the Board of Directors has been found guilty of fraud,
- no member of the Board of Directors has been involved in a bankruptcy, impoundment or liquidation
as a member of an administrative, management or supervisory body,
- no member of the Board of Directors has received an official reprimand or charges,
- no member of the Board of Directors or Executive Committee has been disqualified by a court from
serving as a member of an administrative, management or supervisory body of an issuer, or from
participating in the management or conduct of the business of an issuer in the last five years.
4.2.7 LOANS AND GUARANTEES GRANTED TO MEMBERS OF THE
BOARD OF DIRECTORS
The Company has not granted any loans or guarantees to any member of the Board of Directors.