Ubisoft 2003 Annual Report Download - page 31

FINANCIAL REPORT
2004 31
4.1.3 Jurisdiction 99
4.1.4 Company founding and expiration dates 99
4.1.5 Objectives of the company
(Article 3 of the Articles of Association) 99
4.1.6 Trade and Companies Register 99
4.1.7 Site for consultation of legal documents
regarding the company 99
4.1.8 Accounting period 99
4.1.9 Statutory distribution of profits
(Article 17 of the Articles of Association) 100
4.1.10 General Meetings (Article 14 of the Articles
of Association) 100
4.1.11 Attainment of threshold (Article 6
of the Articles of Association) 100
4.1.12 General management functions
(Article 13 of the Articles of Association) 101
4.1.13 Share buy-back program 101
4.1.14 Consent clause 101
4.2 General information on the capital 102
4.2.1 Registered capital 102
4.2.2 Conditions for amending the capital and
the respective rights of the various categories
of share (Articles 7 and 8 of the Articles of
Association) 102
4.2.3 Authorized un-issued capital 102
4.2.4 Potential capital 102
4.2.5 Employee-owned stock as part of the Company
Mutual Fund (FCPE) 106
4.2.6 Securities not representing capital 106
4.2.7 Identification of holders of securities 106
4.2.8 Historical table of changes in share capital 107
4.3 Changes in capital and voting rights
over the past three fiscal years 109
4.4 Distribution of capital and voting rights
as of June 24, 2004 110
4.5 Securities market 111
4.6 Dividends 111
5. Corporate governance 112
5.1 Group Management and Composition
of the Board of Directors 112
5.2 Other offices held by the Directors 113
5.3 Interests of officers 115
6. Report from the chairman of the board
of directors, pusuant to article L. 225-37
of the commercial code, on the
conditions under which the work of
the noard was prepared and organized
and on the internal audit procedures
implemented by the company 116
6.1 Conditions under which the work of the Board
was prepared and organized 116
6.2 Internal audit procedures 117
6.2.1 Definition and objectives of the internal audit 117
6.2.2 Principal risks 117
6.3 Scope of internal audit 118
6.4 General organization of internal
audit procedures at the group level 118
6.4.1 General organization 118
6.4.2 Implementation of resources 119
6.5 Procedures relating to the preparation
of financial and accounting information 120
6.6 Limitations on the powers
of the Chief Executive Officer 121
6.7 Report from the statutory auditors, prepared pursuant
to the final paragraph of Article L. 225-235 of the
Commercial Code, on the report from the Chairman
of the Board of Directors of Ubisoft Entertainment SA
with regard to internal audit procedures for preparing
and handling accounting and financial information 121
7. Draft resolutions submitted for
approval to the combined ordinary
and extraordinary general meeting
on july 23, 2004 122
7.1 Resolutions for the Ordinary General Meeting 122
7.2 Resolutions for the Extraordinary General Meeting 123
8. Persons responsible for the reference
document and statutory auditors 129
8.1 Declaration of the Party Responsible
for the Reference Document 129
8.2 Declaration of the statutory auditors bearing
on the financial position and the past and present
accounts provided in the reference document 129
8.3 Names, addresses and professional fees
of the statutory auditors 130
8.4 Information policy 131
8.5 Schedule of financial announcements
for fiscal year 2004-05 131
Glossary 132
Concordance table 133