Ubisoft 2016 Annual Report Download - page 59

Governance, risks, riskmanagement andinternalcontrol
3
Compensation of corporate offi cers
AGAP granted during the fi nancialyear ended March31, 2016
Corporate
offi cer
General
Meeting
Board of
Directors Number Period durations
Performance conditions
internal assessed over
3fi nancialyears share price over 5years
Christian Guillemot
General
Meeting
09/23/15
(21stresolution)
Board of
Directors
12/16/15
167 AGAP(1) Vesting: 3years based on a target average
Group EBIT (the “Target”)
The fi nal percentage will
depend on the threshold
reached
if EBIT ≥ Target = 100%
if EBIT ≥ 90% of Target and
<Target = 70%
if EBIT ≥ 80% of Target and
<90% of Target = 50%
if EBIT <80% = 0%
♦ Increase ≥ 50% of the
fl oor price(4)
♦ If increase <50%: each
1% increase will entitle
the holder to 0.6
ordinary share
5,010ordinary
shares(2)(3)
Retention: 2years
Conversion: 1year
(1) Subject to the achievement of internal performance conditions assessed over three fi nancialyears
(2) Parity: 1 preference share entitles the holder to 30 ordinary shares subject to the achievement of share price performance conditions over 5years
(3) The percentage to be retained in registered form until the end of service has been set at 5% on the basis of a proposal from the Compensation Committee
(4) Average price over the 20 trading days preceding the Board of Directors’ meeting granting the shares
The details of the performance conditions and the expected levels
of achievement, precisely calculated and predefi ned, cannot be
disclosed without revealing confi dential information about the
Group’s strategy over the coming three years.
The overall assessment of performance conditions over three
fi nancial years for the free preference shares (compared to the four-
year assessment period for the share purchase and/or subscription
options) is due to the fi ve-year share price performance criteria,
meaning that dilution can be adapted based on the actual increase
in share price performance value recorded by the shareholder over
a period of fi ve years. If preference shares are not converted due to
the share price performance observed over fi ve years, these shares
are canceled.
The Executive Vice Presidents do not use hedging instruments.
❙ 3.2.3 REPORTS ON THE ALLOCATION
OFOPTIONS OR FREE SHARES
Reports required by Articles L. 225-184 and L. 225-197-4 of the
French Commercial Code.
This section includes all the reports required by the French
Commercial Code, along with the tables recommended by the AFEP-
MEDEF Code, or by the AMF in its publications on information on
the compensation of corporate executive offi cers that should appear
in the Registration Document.
3.2.3.1 Principles and rules used
fortheallocation of options
orfreeshares
Long-term incentive plans are a fundamental component
of the Ubisoft business culture and its compensation policy.
They effectively help to:
♦
foster entrepreneurial spirit, which has always been one
of the fundamental reasons for Ubisoft’s performance;
♦ retain, incentivize, reward and promote the medium and long-
term commitment of the Group’s executives, key managers and
talent through their involvement in the Group’s development
and their contribution to its growth;
♦
boost the competitiveness of the Group’s employee compensation.
- Registration Document 2016 57