Ubisoft 2014 Annual Report Download - page 83

Management Report
2014
78
4.2.8 ABSENCE OF POTENTIAL CONFLICTS OF INTERESTS RELATING
TO THE MEMBERS OF THE BOARD OF DIRECTORS
To the best of the Company’s knowledge, there are no potential conflicts of interest between the duties
of the members of Board of Directors towards the Company and the personal interests of any of the
them.
Michel, Claude, Yves, Gérard and Christian Guillemot are brothers and are members of the
Management and Board of Directors of Gameloft SE and Ubisoft Entertainment SA. In this respect,
there may be potential conflicts of interest when these two companies collaborate on certain projects.
The two companies are most notably linked by a license agreement further to which the Company has
granted Gameloft SE an exclusive business license enabling it to market and promote some marks
and video games of the Company on mobile phones named “feature phones” as well as on iOS and
Android mobile phones and tablets. The license was granted on payment of a license fee
proportionate to the sales achieved by Gameloft SE. This agreement is part of regulated agreements
as detailed in section 1 of the Corporate Information.
4.2.9 SERVICE PROVISION AGREEMENTS WITH THE ISSUER AND ITS
SUBSIDIARIES
There is no service agreement between members of the Board of Directors and the issuer or a
subsidiary of the Group and providing for the granting of benefits.
4.3 ROLE AND DUTIES OF BOARD COMMITTEES
The role and duties of the Compensation Committee and Audit Committee are described below, as
well as in the Chairman’s Report, in accordance with article L. 225-37 of the French Commercial
Code. Their responsibilities and powers are defined in the Board of Directors’ internal rules.
The committees meet at the behest of their Chairman and may be called by any means. The
committees may meet at any place and in any way, including by videoconferencing and
teleconferencing. They may only meet validly if at least half of their members are present – if
committees only comprise two members, all members must participate in meetings. As members are
designated as staff, they may not be represented by others. The Compensation Committee must meet
at least once a year and the Audit Committee at least three times a year.
The agenda of the meetings is set by their Chairman. The committees report on their work to the
subsequent Board Meeting in the form of oral statements, opinions, proposed recommendations or
written reports.