Ubisoft 2013 Annual Report Download - page 179

Governance and Internal Control
2013
174
In addition, having considered the studies conducted within the context of ensuring a balanced
representation of women and men within the Board of Directors (1.2.3 below), the Company will
propose to the next General Meeting the appointment of a second woman as director and intends to
proceed in the short term with the appointment of a third independent director, either a man or a
woman (1.2.1 below), with the view and aim of establishing an Audit Committee before November 30,
2013, (1.3.5.3 below).
The composition of the Board of Directors is contained in section 4.2.1 of the management report.
The by-laws of the Board of Directors set all the principles, which, without being set up as strict rules,
should guide the composition of the Board of Directors.
INDEPENDANT DIRECTOR 1.2.1
At the present time, the Board of Directors comprises five members of the Guillemot family and one
independent director as defined by the AFEP-MEDEF Code, namely an independent director who (i)
must not have any relationship of any kind whatsoever with the Company, its Group or the
management that is such to compromise his or her judgment and (ii) must meet the following criteria:
 must not be an employee or corporate officer of the Company, or an employee or director of its
parent or a company that it consolidates, and must not have been in such a position for the
previous five years;
 must not be a corporate officer of a company in which the Company holds a directorship, directly or
indirectly, or in which an employee appointed as such or a corporate officer of the Company
(currently in office or having held such office going back five years) is a director;
 must not be a customer, supplier, investment banker or commercial banker that is material for the
Company or its Group or for which the Company or its Group accounts for a significant part of its
business;
 must not be related by close family ties to a corporate officer;
 must not have been an auditor of the Company within the previous five years;
 must not have been a director of the Company for more than twelve years.
The Board of Directors, following the reflection conducted for the purposes of complying with the
recommendation of the AFE-MEDEF Code stating that the proportion of independent directors shall
make up at least a third in the companies controlled by a principal shareholder and taking into account
the principle of a balanced representation of women and men within the Board, has decided to put to
the vote at the next General Meeting the appointment of a woman as independent director and to
make a recommendation in the short term for the appointment of a third independent director, either a
man or a woman, namely within the context of establishing an Audit Committee before the end of
November 2013.
BALANCED REPRESENTATION OF WOMEN AND MEN WITHIN THE 1.2.2
BOARD OF DIRECTORS
The appointment of Estelle Métayer as director by the General Meeting of September 24, 2012,
allowed the Company to comply in a timely manner with the provisions of Act no. 2011-103 of January
27, 2011, regarding the balanced representation of women and men within Boards of Directors and
supervisory boards, and professional equality.
Eager to continue opening its Board to independent directors while adhering to the principle of a
balanced representation of women and men within the Board of Directors, the Company will put to the
vote at the next General Meeting the appointment of a second woman as director. In addition, as part
of the short-term project relating to the appointment of a third independent director, the Board of
Directors will promote the selection of women as candidates insofar as complying with required skills
and criteria for independence.