Ubisoft 2016 Annual Report Download - page 26

Governance, risks, riskmanagement andinternalcontrol
3Report of the Chairman of the Board of Directors on corporate governance, internal control andriskmanagement
Rules governing the composition of the Board
ofDirectors
According to the Company’s Articles of Association, the Board of
Directors shall be composed of at least three members and of no
more than eighteen members, notwithstanding any derogation
permitted by law.
Over the life of the Company, directors are appointed or reappointed
by the Ordinary General Meeting. However, in the event of a merger
or demerger, the appointment may be made by the Extraordinary
General Meeting held to deliberate on the operation concerned.
Between two meetings and in the event of a vacancy due to death
or resignation, appointments may be made on a provisional basis
by the Board of Directors. They are subject to ratifi cation at the
following General Meeting.
Following the recommendations of the AFEP-MEDEF Code and in
accordance with Article 8 of the Company’s Articles of Association,
the term of offi ce for directors is four years, with a system of staggered
re-elections to ensure a smooth transition and avoid any en masse
replacements. Furthermore, the General Meeting can, in exceptional
circumstances, appoint or re-elect one or more directors for a term
of two or three years so as to stagger re-elections.
Pursuant to applicable legislative and regulatory provisions, if a
director is appointed to replace another, he or she shall only hold
this position for the remainder of his or her predecessor’s term.
The term of offi ce of directors ends following the Ordinary General
Meeting called to approve the fi nancial statements for the previous
fi nancial year and held in the year in which that term of offi ce expires.
The Articles of Association set an age limit of 80.
The Board of Directors appoints a Chairman from among its
members. It also appoints the Chief Executive Offi cer and, upon the
latter’s proposal, may appoint one or more Executive Vice Presidents.
The internal rules adopted by the Board of Directors at its meeting
on March 3, 2016 state that a lead director must be appointed by the
Board of Directors if the positions of Chairman and Chief Executive
Offi cer are held by the same person. As part of his/her duties, the
lead director may, where appropriate, chair the meetings of the Board
of Directors and temporarily assume the position of Chairman in
the event that the latter is unavailable (see page 26).
Pursuant to Article 8 of the Company’s Articles of Association, each
director must hold at least one share in the Company. The number
of shares held by directors is variable as the Company currently
believes that the number of shares held by the directors is not a
corollary of their commitment to performing their duties. However,
the Board of Directors decided at its meeting on March 19, 2015, in
view of the payment to certain directors of a full year’s directors’
fees for the fi rst time, to set the number of shares to be held by
directors for the duration of their offi ce as the equivalent of an
invested amount of €10,000.
BALANCED REPRESENTATION OF WOMEN
ANDMEN ON THE BOARD OF DIRECTORS
At March 31, 2016, the composition of the Board of Directors
complies with the provisions of Article 5. II of Act n° 2011-103 of
January 27, 2011 applicable to companies with shares admitted for
trading on a regulated market, further to which the proportion of
directors of each gender may not be less than 20% following the
fi rst Ordinary General Meeting held after January 1, 2014.
At the next General Meeting and in accordance with the
recommendations of the Appointments Committee, the Board of
Directors shall submit for approval at the next General Meeting
the appointment of at least one independent female director with
a view to bringing the aforementioned proportion to above 40%
at the end of the 2016 General Meeting and therefore prior to the
deadline set by the aforementioned Act.
INDEPENDENCE OF DIRECTORS
The independent directors have no relationship of any kind
whatsoever with the Company, its Group or its management that
could compromise their judgment.
In accordance with the Company’s internal rules, directors
deemed independent must undertake at all times to maintain their
independence with regard to analysis, judgment, decisions and
action. They must undertake not to seek out or to accept benefi ts from
the Company or associated companies, either directly or indirectly,
which are likely to be considered prejudicial to their independence.
The status of independent director was reviewed by the Board of
Directors on April 19, 2016 based on the questionnaire issued by the
Appointments Committee to all independent directors on March 1,
2016, under the terms of which directors were invited to state their
position based on each criterion applied by the AFEP-MEDEF Code
to determine independent status.
- Registration Document 2016
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