Much as it did last year, Ubisoft is again seeking to expand its board of directors with independent members. The company announced today one of the measures it hopes to pass at its annual shareholders meeting in September.
Ubisoft has proposed that both Corinne Fernandez-Handelsman and Virginie Haas join the board as independent directors (meaning board members who have no material relationship with the company itself). With an existing one, Pascale Mounier, on her way out in September, this would raise the total number of board members to 11, with six of those being independent. This would thus allow Ubisoft to meet its newly stated goal of having an independent majority on the board.
“We are delighted to continue the expansion of our board of directors with the nominations of Corinne and Virginie as independent directors,” said chairman and CEO Yves Guillemot. “If their appointments are approved by our shareholders at the next general meeting, our board will have an independent majority, and nearly half of the directors will be women. This development reflects our desire to comply with the best corporate governance practices for the benefit of all our shareholders, while also combining the necessary expertise and competencies for Ubisoft’s long-term success. At a time when the group’s model is transforming, Corinne and Virginie will add valuable and leading-edge expertise to the board.”
Last year, Ubisoft hoped to reach the 50% mark with independent members of the board. It successfully managed to do so following a vote among shareholders in September. This is part of a strategy meant to deal with Vivendi, the French media conglomerate that has slowly been acquiring more shares in Ubisoft. It stands as the single largest shareholder in the games publisher, though it is not yet represented on the board of directors–a point it raised following last year’s shareholders meeting.
Vivendi has steadily increased its control of shares in Ubisoft since 2015; its ownership is now up to over 27% of its shares (and 24.5% of voting rights). At 30%, French law would mandate that it pursue a controlling stake in the company. Ubisoft and the Guillemot family (which founded the company and have five seats on the board) have repeatedly spoken out against Vivendi’s moves, saying it would hamper the publisher’s ability to innovate and be agile, among other things. Vivendi said in early 2016 that it had “no plans” for a Ubisoft takeover, but its actions have suggested otherwise. In April, Reuters reported that Vivendi would pursue a takeover attempt this year. Last year, Vivendi took over French developer Gameloft, which was also founded and led by the Guillemots.
This year’s annual shareholders meeting is set to take place on September 22. It’s likely to be an extremely important day for the company, as Vivendi could seek representation on the board or otherwise impact the proceedings. Last year, it abstained from voting on resolutions during the meeting, which in turn prevented several of them from passing. This was subsequently referenced in Ubisoft’s press release recapping the outcome; it stated that “some resolutions were rejected due to Vivendi’s systematic obstruction, impeding the proper functioning of the company, in particular regarding its competitive compensation policy for its talents.”