Ubisoft 2009 Annual Report Download - page 67

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1.4.2.2 Group management
Executive Director, EMEA TERRITORIES Alain Corre
Executive Director, North America Laurent Detoc
Chief Financial Officer Alain Martinez
Executive Director, Worldwide Studios Christine Burgess-Quemard
Chief Creative Officer Serge Hascoet
1.4.2.3 Rules applicable to the appointment and substitution of members of
the Board of Directors
Following the recommendations of the AFEP-MEDEF Code, the General Meeting of July 10, 2009
resolved to modify Article 9 of the Company’s Articles of Association and to reduce the term of office for
directors from six years to four years, at the same time as introducing a system of staggered renewals to
ensure a smooth transition and prevent an “ad hoc replacement”.
Over the life of the Company, Directors are appointed or reappointed by the Ordinary Shareholders’
General Meeting. However, in the event of a merger or de-merger, the appointment may be made by the
Extraordinary Shareholders' General Meeting held to deliberate on the operation concerned.
Between two Meetings and in the event of a vacancy due to death or resignation, appointments may be
made on a provisional basis by the Board of Directors. They are subject to ratification at the following
Shareholders' Meeting.
Pursuant to applicable legislative and regulatory provisions, if a Director is appointed to replace another,
he or she shall only hold this position for the remainder of his or her predecessor's term.
The term of office of directors ends following the Ordinary Shareholders' General Meeting called to
approve the financial statements for the previous financial year and held in the year in which the term of
office expires.
1.4.2.4 Functioning of the Board of Directors / Senior Management
The Board of Directors has the broadest possible powers to determine business policies and ensure
their implementation within the limits of the corporate objects and the powers expressly granted by law
to the Shareholders' General Meeting.
Pursuant to Article L 225-51 of the French Commercial Code, the Board of Directors, at its meeting of
October 22, 2001, decided on the manner in which the Company's senior management functions would
be exercised. It decided not to separate the positions of Chairman of the Board of Directors and of Chief
Executive Officer, mainly to encourage close relations between managers and shareholders, in the
tradition of Ubisoft Entertainment SA.
As a result, Yves Guillemot, as Chairman of the Board of Directors, is legally responsible for
representing the Company's Board of Directors, organizing its work and reporting on it to the
Shareholders’ General Meeting, overseeing the smooth operation of the Company’s corporate bodies
and ensuring in particular that the Directors are capable of carrying out their responsibilities. With regard
to the position of Chief Executive Officer, and subject to the powers legally attributed to the
Shareholders’ General Meetings and the Board of Directors, he has the broadest authority to act in all
circumstances on behalf of the Company and to represent it in its relations with third parties.
At its meeting of July 27, 2004, the Board of Directors approved its by-laws, enabling it in particular to
use videoconferencing for holding its meetings.