Ubisoft 2016 Annual Report Download - page 34

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, at its meeting on May 12, 2015, the Board of Directors
set out the scope of the Chairman and Chief Executive Offi cer’s
powers as regards granting deposits, endorsements and guarantees
by setting the overall authorized amount at €150 million for a legal
term of one year in accordance with Article R. 225-28 of the French
Commercial Code. This authorization was renewed on May 12, 2016
with the same limits and conditions.
GROUP MANAGEMENT (“EXECUTIVE
COMMITTEE”)
The members of the Executive Committee are the operational
managers of the Group. Each member makes proposals in terms of
strategy and organization. They implement policies and procedures
that apply generally to the entire Group and are decided on by the
general management.
The Executive Committee members are:
Alain Corre Executive Director, EMEA
Laurent Detoc Executive Director, NSCA
Christine Burgess-Quémard Executive Vice President
W orldwide Production
Serge Hascoët Creative Director
3.1.1.4 Additional information on corporate
offi cers
NO CONVICTIONS FOR FRAUD OR ANY OFFICIAL
REPRIMAND AND/OR CHARGES OR LIABILITY
FORBANKRUPTCY OVER THE PAST FIVE YEARS
To the Company’s knowledge, based on the information provided by
the members of the Board of Directors in response to the individual
questionnaire sent to each director by the Appointments Committee
on March 1, 2016 (the “Declaration”), no member of the Board of
Directors has, over the past fi ve years:
♦ been convicted of fraud or received an offi cial reprimand and/
or charges from statutory or regulatory authorities;
♦
been involved as a director in a bankruptcy, receivership or
liquidation;
♦
been disqualifi ed by a court from serving as a member of an
administrative, management or supervisory body of an issuer, or
from participating in the management or conduct of the business
of an issuer.
CONFLICTS OF INTEREST AND AGREEMENTS
INVOLVING DIRECTORS, THE CHIEF EXECUTIVE
OFFICER OR EXECUTIVE VICE PRESIDENTS
In accordance with the internal rules of the Board of Directors, all
Company directors must – whenever a confl ict of interest exists
or could potentially arise between the corporate interests of the
Company and their direct or indirect personal interests, or the
interests of the shareholder or group of shareholders they represent –
abstain from voting on the corresponding resolution. In addition,
to minimize the risk of confl icts of interest and to allow the Board
of Directors to provide shareholders and the markets with accurate
information, directors are required to notify the Board of Directors
as soon as they become aware of any situation in which they have a
confl ict of interest, potential or otherwise, and to complete the above-
mentioned Declaration required each year by the Appointments
Committee.
To the Company’s knowledge, and based on the Declaration
completed by each director, there is currently no confl ict of interest
between the duties of members of the Board of Directors and their
private interests or other obligations.
Yves, Michel, Claude, Gérard and Christian Guillemot are brothers
and serve on the general management and/or the Board of Directors
of their respective companies. The potential confl icts of interest that
could exist are therefore essentially those resulting from agreements
between the Company or its subsidiaries with one of the companies of
Michel, Claude, Gérard and Christian Guillemot or their subsidiaries.
The Company and Gameloft SE are in particular linked by a license
agreement further to which the Company has granted Gameloft SE an
exclusive business license enabling it to market and promote certain
brands and video games of the Company on “feature phones”, as
well as on iOS and Android mobile phones and tablets. The license
was granted on payment of a license fee proportionate to the sales
achieved by Gameloft SE. Ubisoft Mobile Games SARL, a wholly
owned subsidiary of the Company, succeeded the Company in its
rights and obligations with effect from October 1, 2013. In accordance
with the legal and regulatory provisions, this agreement is treated
as a regulated agreement at Gameloft SE and at Ubisoft Mobile
Games SARL.
In accordance with Article L. 225-102-1 of the French Commercial
Code, the management report must now mention, unless they
relate to normal business transactions entered into at arm’s length,
agreements made directly or through an intermediary by, on the
one hand, the Chief Executive Offi cer, an Executive Vice President,
a director or a shareholder with more than 10% of the voting rights
of the Company, and on the other hand, a company in which the
Company directly or indirectly owns more than half of the share
capital. The Company is not aware of any such agreements in
existence.
- Registration Document 2016
32