Ubisoft 2014 Annual Report Download - page 199

Governance and Internal Control
2014
194
 examining and making recommendations as regards the compensation of executive directors,
concerning both (i) the variable and fixed portions of said compensation and (ii) any benefits in
kind, share subscription or purchase options received from any Group company, provisions
regarding their pensions and any other benefits of any kind; verifying the application of the
relevant rules;
 examining the compensation principles for key teams and talent;
 making recommendations to the Board as regards the rules for distributing the directors’ fees
and the individual payments to be made to the directors in this respect, taking account of the
directors’ attendance at Board meetings;
 making recommendations to the Board as regards the overall amount of directors’ fees
proposed to the Company’s General Meeting;
 providing the Board of Directors with an opinion on the general policy for granting share
subscription and/or purchase options, which should be reasonable or appropriate, and on the
option plan(s) established by the Group’s general management, advising the Board of its
recommendation as regards the allocation of subscription or purchase options by explaining
the reasoning behind its choice as well as the consequences thereof; predetermining the
frequency of such allocations;
 examining any matter referred to it by the Chairman concerning the aforementioned issues
and, where applicable, the proposals relating to employee shareholding;
 analyzing the development of expertise in new business lines.
Work during the 2013/2014 financial year
The Compensation Committee met three times during the last financial year, mainly to discuss
the composition of the Ubisoft teams as at the end of 2013, possibilities of retaining key people
and ensuring their loyalty in a market under pressure, competitor practices, reviewing the findings
of the 2013 internal survey, reviewing the results of the employee shareholding, analyzing the
effectiveness of compensation methods, etc.
The attendance rate was 100%.
1.4 POSSIBLE LIMITS PLACED ON THE POWERS OF THE CHIEF
EXECUTIVE OFFICER
The Board of Directors chose not to separate the position of Chairman of the Board of Directors from
that of Chief Executive Officer. In a constantly changing and particularly competitive environment, this
arrangement ensures the alignment of operating activities with the strategy, thus supporting and
streamlining the decision-making process.
Yves Guillemot holds the positions of Chairman and Chief Executive Officer without any limits on his
powers other than those provided for under applicable legislation concerning the special powers of the
Board of Directors or of the Shareholders’ Meeting.
At its meeting on May 14, 2013, the Board of Directors set out the scope of the Chief Executive
Officer’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.