Ubisoft 2016 Annual Report Download - page 32

Governance, risks, riskmanagement andinternalcontrol
3Report of the Chairman of the Board of Directors on corporate governance, internal control andriskmanagement
and/or clarify the information contained in the publication on
the principles of compensation and (ii) provide clarifi cation
on its operating procedure and decision-making processes.
During 2016 and 2017, the committee intends to revise both
the structure and communication of the compensation of the
Chairman and Chief Executive Offi cer, by: publishing the
detailed calculation of the variable compensation for each
criterion considered, both quantitative and qualitative. The
list of quantitative and qualitative criteria shall be available;
♦ other business:
•review the performance and functioning of the Compensation
Committee.
Appointments Committee
This committee was created on February 5, 2015. Its internal rules,
which are attached to the internal rules of the Board of Directors,
describe its responsibilities and operating procedures in particular.
Composition and operating procedures
The Appointments Committee is composed of two members
appointed by the Board of Directors, both of whom are independent:
Laurence Hubert-Moy and Didier Crespel.
The committee is chaired by Laurence Hubert-Moy who, drawing
on her current and previous experience, oversees the essential
recruitment and analysis techniques of the Appointments
Committee. Thanks to his professional experience working for major
international groups, Didier Crespel is an expert in business strategy.
He brings a pragmatic and rational approach to the Appointments
Committee and the issues it addresses.
The AFEP-MEDEF Code states that the Appointments Committee
should have a majority of independent directors and should not
include corporate executive directors. The composition of the
Appointments Committee complies with this recommendation.
Responsibilities
The Appointments Committee makes recommendations, jointly with
the Chairman and Chief Executive Offi cer, for succession planning
for corporate offi cers, the re-election of directors and the selection of
new directors; it is informed of the succession plan for members of
the Group Executive Committee. It is responsible in particular for:
♦ concerning the Board of Directors:
•making proposals to the Board, after examining in detail all
factors to be taken into account in its decision-making, on the
optimum balance of the composition of the Board of Directors in
view of the structure and changes in the Company’s ownership,
balanced gender representation within the Board, the search for
potential candidates and their vetting, the timing of re-elections
and the procedure for selecting future directors,
• making proposals on the establishment and membership of
the Board’s committees,
•periodically evaluating the structure, size and membership of
the Board of Directors and recommending any changes,
• periodically verifying that the criteria used by the Board to
classify a director as independent are met; once a year, it
examines on a case-by-case basis the position of each director
or candidate for directorship according to the criteria applied,
and makes its proposals to the Board of Directors, particularly
in view of the information to be disclosed in the Registration
Document;
♦ concerning the Chairman and Chief Executive Offi cer,
the Chief Executive Offi cer or the Executive Vice
President(s), as applicable:
• considering, where necessary, and specifi cally upon the expiry
of their term of offi ce, the re-election of the Chairman-Chief
Executive Offi cer, or of the Chairman and the Chief Executive
Offi cer, and/or of the Executive Vice Presidents,
•examining the succession plan of corporate executive offi cers,
particularly in the event of an unforeseen vacancy,
• more generally, ensuring that the Chairman and Chief Executive
Offi cer (or the Chief Executive Offi cer) keeps it informed of
expected changes in management resources (Group Executive
Committee).
Work during the 2015/2016 financial year
The Appointments Committee met three times during the year to
examine the status of directors and/or corporate executive offi cers
whose terms of offi ce were due to expire following the 2016 Annual
General Meeting, to review applications for the position of director,
to defi ne the main duties of the lead independent director and to
propose the appointment of one of the independent directors to this
position, to make inquiries on the succession plan of the Executive
Committee, to assess the training needs of the directors, and to
review the independence criteria of the AFEP-MEDEF Code for
each director concerned. It also performed a self-assessment of the
committee’s operating procedures.
The attendance rate was 100%.
ASSESSMENT OF THE WORK OF THE BOARD
OFDIRECTORS AND COMMITTEES
Following the formal evaluation of the operating procedures of the
Board of Directors and its committees by way of a questionnaire
issued to all directors during the 2015 fi nancial year, the Board
of Directors, in view of the recommendations made, proposed an
action plan at its meeting on May 12, 2015 which during the 2016
fi nancial year led to the implementation of the following measures:
♦
ongoing increase in the proportion of independent
directors on the Board of Directors and the proportion
of women in particular by 2017: As part of its remit, the
Appointments Committee has considered numerous applications
based on predefi ned profi les corresponding to the talent sought
- Registration Document 2016
30