Ubisoft 2016 Annual Report Download - page 28

Governance, risks, riskmanagement andinternalcontrol
3Report of the Chairman of the Board of Directors on corporate governance, internal control andriskmanagement
In addition, the Board of Directors is kept informed of the Group’s
targets and strategy in line with its culture and values.
Main issues addressed during the fi nancial year/
Proceedings of the Board of Directors
During the fi nancial year, the Board of Directors mainly focused on:
♦ considering the Ubisoft group’s strategic issues;
♦
examining and approving the separate and consolidated fi nancial
statements for the year ended March 31, 2015, and the interim
consolidated fi nancial statements at September 30, 2015;
♦ establishing management forecasts;
♦ fi nancial information/fi nancial reports;
♦ preparing for the Combined General Meeting of September 23,
2015 (agenda, draft resolutions, reports for this meeting);
♦ implementing the delegations of authority and authorizations
granted by the Shareholders’ Meeting, particularly as regards
employee stock ownership and “fi nancial” authorizations;
♦
renewing the authorization granted to the Chief Executive Offi cer
to provide deposits, endorsements and guarantees on behalf of
the Company;
♦
establishing the principles of corporate governance: updating
the internal rules of the Board of Directors and its committees,
establishing the position of lead director and the appointment
thereof;
♦
approving the proposals of the Compensation Committee
relating to employee stock ownership and the compensation
of the Chairman and Chief Executive Offi cer and/or Executive
Vice Presidents;
♦ implementing the share buyback program;
♦
reading the reports of its committees (the Audit Committee,
Compensation Committee and Appointments Committee);
♦
amending the ratio of directors’ fees with effect from April 1,
2015 following a proposal from the Compensation Committee
(variable 60%/fi xed 40%);
♦ setting the quantitative and qualitative criteria, as proposed by
the Compensation Committee, relating to the compensation of
the Chairman and Chief Executive Offi cer;
♦
adopting an action plan following the summary of the self-
assessment questionnaires and performing an implicit review
of the Board’s operating procedures;
♦ reviewing the status of independent director.
The Board of Directors has also received presentations on specifi c
topics requested by its members.
Pursuant to Article L. 823-17 of the French Commercial Code,
the Statutory Auditors were invited to attend the Board meetings
approving or examining the fi nancial statements.
The Board of Directors met 12 times during the 2015/2016 fi nancial year.
The attendance rate at meetings of the Board of Directors was as follows:
Director
Yves
Guillemot
Claude
Guillemot
Michel
Guillemot
Gérard
Guillemot
Christian
Guillemot
Didier
Crespel Estelle Métayer Laurence Hubert-Moy Pascale Mounier
Average
attendance
rate
Number of meetings 12 10 9 11 12 11 12 12 12
Attendance rate 100% 83.33% 75% 91.67% 100% 91.67% 100% 100% 100% 93.52%
Information to Directors
The Chairman and Chief Executive Offi cer provides the directors
with the information and documentation necessary for them to
carry out their duties and prepare for meetings, in accordance with
Article L. 225-35 of the French Commercial Code.
Each director may independently obtain additional information
from the Chairman and Chief Executive Offi cer, who is available
at all times to provide relevant information and explanations to
the Board of Directors.
Directors are bound by a duty of confi dentiality as regards
confi dential information that is provided as such by the Chairman
of the Board of Directors.
LEAD DIRECTOR
Following a proposal from the Appointments Committee, the
Board of Directors on March 3, 2016 amended the internal rules
of the Board, introducing the obligation to appoint a lead director,
chosen from among the independent directors when the positions of
Chairman and Chief Executive Offi cer are held by the same person.
The lead director is appointed for a period of two years, which must
not exceed the term of his or her directorship. The lead director
may be re-elected following a proposal from the Appointments
Committee.
Acting on a proposal from the Appointments Committee, the Board of
Directors therefore appointed Didier Crespel as the fi rst lead director.
Responsibilities
The main responsibility of the lead director is to oversee the proper
functioning of the Company’s management bodies. In this regard, he:
♦
chairs the meetings of the Board of Directors in the event that the
Chairman is unavailable and following a proposal from the latter
in accordance with the provisions of the Articles of Association;
♦ temporarily assumes the chair of the Board of Directors in the
event that the Chairman is unavailable;
♦
chairs, convenes and organizes, should he deem it necessary,
a meeting of the independent directors during which they may
discuss topics of their choice outside of a plenary meeting of the
Board of Directors;
♦
maintains ongoing dialogue with the directors and, where
required, acts as their spokesman with the Chairman of the
Board of Directors and in particular acts as a liaison between
- Registration Document 2016
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