Ubisoft 2016 Annual Report Download - page 30

Governance, risks, riskmanagement andinternalcontrol
3Report of the Chairman of the Board of Directors on corporate governance, internal control andriskmanagement
Responsibilities
The Audit Committee is responsible for monitoring the preparation
of accounting and fi nancial information, the effectiveness of internal
control and risk management systems, statutory audits of the annual
fi nancial statements and consolidated fi nancial statements by the
Statutory Auditors and the independence of the latter. It prepares
and facilitates the work of the Board of Directors with regard to
these matters.
More specifi cally, it is responsible for:
♦
examining the accounting basis chosen and establishing its
relevance, examining the sustainability of the accounting methods
applied, the accounting policies used and the estimates made
in order to process material transactions, and the scope of
consolidation;
♦
examining certain accounting and fi nancial information
documents issued by the Company before they are made public;
♦ reviewing and monitoring the effectiveness of internal control
and risk management systems and the security of information
systems;
♦
examining risks, litigation and material off-statement of fi nancial
position commitments;
♦
formulating proposals to be made to the Board of Directors
regarding the appointment of the Statutory Auditors and
validation of the fees paid; and
♦
evaluating the quality of the work of the Statutory Auditors
and monitoring its independence. Within the context of this
monitoring, details of the fees for auditing and non-auditing
services paid by the Company and other Group companies to
the fi rms and networks of the Company’s Statutory Auditors
are communicated annually to the committee when the annual
fi nancial statements are prepared.
Work during the 2015/2016 financial year
The Audit Committee met four times during the year, mainly to
review the key items on the statement of fi nancial position and the
income statement, the interim fi nancial statements, tax matters, the
launch of an invitation to tender relating to the expiry of the term
of offi ce of one of the co-auditors, and to examine internal control
and risk management with a view to preparing associated action
plans (audit of current processes/risk mapping). It also performed
a self-assessment of the committee’s operating procedures.
The attendance rate was 100%.
The Compensation Committee
Composition and operating procedures
The Compensation Committee is composed of two members
appointed by the Board of Directors, both of whom are independent:
Estelle Métayer and Laurence Hubert-Moy.
The committee is chaired by Estelle Métayer who, thanks to
her management experience and expertise in the fi eld of talent
management and development as an assistant professor at McGill
University (senior management leadership development programs),
can offer the committee knowledge and methodology in the retention,
motivation and growth of human potential in business and on best
international practices. Laurence Hubert-Moy has held and still
holds a number of management positions in a variety of research
organizations, giving her years of experience in the compensation
of high-level executives (researchers and engineers).
Under the AFEP-MEDEF Code, Compensation Committee must be
composed of a majority of independent directors and no corporate
executive offi cers. The Compensation Committee has a 100%
independence rate and is therefore compliant.
The Compensation Committee has taken the decision to invite
Yves Guillemot and Christian Guillemot to its meetings as
permanent invitees, it being specifi ed that any topics relating to
the compensation of corporate executive offi cers (Chairman and
Chief Executive Offi cer and Executive Vice Presidents) are to be
discussed by the independent directors behind closed doors.
Responsibilities
The Compensation Committee is responsible for examining the
compensation and benefi ts granted to directors and corporate
executive offi cers and for providing the Board of Directors with
comparisons and measurements with regard to international
practices.
♦
With regard to the compensation of corporate executive
officers (Chairman and Chief Executive Officer
and Executive Vice Presidents), the Compensation
Committee:
• examines and makes recommendations as regards the
compensation thereof, concerning both (i) the variable and
fi xed components of said compensation and (ii) any benefi ts
in kind, share subscription or purchase options received from
any Group company, provisions regarding their pensions and
any other benefi ts of any kind,
•verifi es the application of these rules,
• ensures that the Company complies with its obligations in
terms of transparency of compensation information and in
particular prepares an annual report on the activity of the
Compensation Committee to be included in the Annual Report.
It also ensures that all information required by law and relating
to compensation appears in the Annual Report;
♦
more specifi cally with regard to the compensation
of the Chairman and Chief Executive Offi cer, the
Compensation Committee:
• defi nes the rules under which the variable component is
set, ensuring the consistency of these rules with the annual
evaluation of the performance of the Chairman and Chief
Executive Offi cer and with the Company’s strategy and creation
of long-term value;
♦
with regard to the compensation of directors, the
Compensation Committee:
•makes recommendations to the Board of Directors as regards
the rules for distributing directors’ fees and individual payments
to be made to the directors in this respect, taking account of
the directors’ attendance at Board and committee meetings,
in accordance with the internal rules of the Board,
- Registration Document 2016
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