Ubisoft 2016 Annual Report Download - page 150

Financial statements
5Consolidated fi nancial statements asatMarch31, 2016
NOTE26 RELATED PARTY TRANSACTIONS
Compensation of corporate offi cers
oftheCompany and of the controlling
and/or controlled companies
Messrs. Guillemot are remunerated for their positions as CEO
and Executive Vice Presidents. This involves a fi xed compensation
element – whereby it should be noted that the Compensation
Committee has proposed to the Board of Directors to attach to the
compensation of the CEO, with effect from April 1, 2014, a short-
term variable compensation element based on quantitative (factoring
in EBIT and sales) and/or qualitative criteria and extraordinary
compensation after achieving an operating income objective. With
regard to the past fi nancial year, the Compensation Committee
retained the principle of an annual variable compensation but not
that of extraordinary compensation.
They do not have employment contracts.
The 21st and 23rd resolutions of the General Meeting of September 23,
2015 authorize the Board of Directors to allocate free preference
shares and/or ordinary share purchase and/or subscription options
to corporate executive offi cers of the Company. Corporate executive
offi cers in receipt of the award under the 21st resolution cannot
receive the award under the 23rd resolution and vice versa. The
awards under these two resolutions are subject to the fulfi llment of
internal performance (subscription options and preference shares)
and share price performance (preference shares) conditions.
The amount of the total gross compensation payable to corporate
executive offi cers during the year by companies controlled by the
Company within the meaning of IAS 24.16, was €881 thousand.
Corporate executive offi cers are not eligible for any severance or non-
compete indemnity, They no longer benefi t from a supplementary
pension scheme by virtue of their position within the Company.
Compensation of corporate offi cers
In consideration – very partial – of the responsibilities assumed and
also the time spent preparing Board and/or committee meetings
and actively participating therein, directors receive directors’ fees
consisting of a fi xed component and a variable component.
The General Meeting of November 20, 2013 set the maximum annual
amount of directors’ fees that can be paid to members of the Board
of Directors and/or committees at €450 thousand.
During the 2015/2016 fi nancial year, members of the Board of
Directors received €429 thousand in directors’ fees.
There are no agreements to compensate Board members if they
resign or are dismissed without real cause, or if their employment
is terminated due to a public offering.
03/31/16 03/31/15
Short-term benefi ts(1) 1,310 1,441
Post-employment benefi ts N/A N/A
Other long-term benefi ts N/A N/A
Compensation for termination of employment contract N/A N/A
Stock-based compensation(2) 182 139
TOTAL 1,492 1,580
N/A: not applicable
(1) Includes fi xed and variable compensation, benefi ts in kind and directors’ fees recognized for the fi nancial year
(2) This is the expense for the fi nancial year for share-based payments calculated in accordance with IFRS2
Section 3.2 of this annual report contains a detailed description
of the pay and benefi ts granted to the corporate executive offi cers
of the Group.
No loans or advances were made to the Company’s directors under
Article L. 225-43 of the French Commercial Code.
Related party transactions
The main relationships of the parent company with its subsidiaries
relate to:
♦
production subsidiaries billing the parent company for
development costs based on the progress of their projects;
♦ the parent company invoicing sales and marketing subsidiaries
for a contribution to development costs;
♦
the implementation of cash agreements allowing for centralized
management at parent company level of the bank accounts of
the majority of the Group companies.
The other signifi cant related party transactions are:
♦
licenses invoiced to Gameloft SA for €334 thousand over the
fi nancial year;
♦
the amounts invoiced in respect of development contracts
by Longtail Studios Inc. totaling €(805) thousand. The
payable balance at the statement of fi nancial position date is
€(695) thousand.
Ubisoft Entertainment SA has not bought back treasury shares
from related parties.
- Registration Document 2016
148