Basic HTML Version
LISI 2011 —
107
— financial report
Information regarding the Company and corporate governance
Patrick Daher, age 62, Director of LISI.
He attends the Board of Directors and the Compensation Committee.
Patrick Daher has exercised the other mandates and functions listed
below:
Related to the LISI Group (in France and abroad):
– None.
Outside the LISI Group (in France and abroad):
– Chairman of the Board and CEO of Compagnie DAHER,
– Chairman and CEO of SOGEMARCO-DAHER,
– Chairman of DAHER MTS,
– Director of CREDIT DU NORD,
– Director of DAHER INTERNATIONAL DEVELOPMENT,
– Chairman of the Supervisory Board of the Main Marseille Seaport.
Lise Nobre, age 46, Director of LISI.
She heads the Board of Directors, the Compensation Committee, and
the Strategic Committee.
LiseNobre has exercised the othermandates and functions listed below:
Related to the LISI Group (in France and abroad):
– None.
Outside the LISI Group (in France and abroad):
– Member of the Supervisory Board of VIRGIN STORES,
– Member of the Supervisory Board of Groupe Partouche SA,
– Manager and member of the Board of managers de GP LUX
INVESTISSEMENTS SARL,
– Representative of Butler Capital Partners at the Board of Directors
of ADIT,
– Manager of SARL Lumen Equity.
2.8.2.2 Family ties
The only family ties between the individuals listed above are the
following:
Gilles Kohler and Jean-Philippe Kohler are brothers.
2.8.2.3 No conflicts of interests
To the Company’s knowledge, there are no current or potential
conflicts of interests between LISI S.A. and the members of the Board
of Directors, both in terms of their personal interests and of their
other obligations. The internal rules of the Board provide explicitly,
if applicable, for a situation of conflict of interests: “The members
of the Board of Directors have as an obligation to notify the Board of
any situation of conflict of interests, be it potential, current, or future,
where they are or are likely to be involved. Whenever the Board of
Directors deliberates on a subject that concerns one of its members,
either directly or indirectly, the said member is invited to leave, for the
time of deliberations and, if applicable, of the vote, the Boardmeeting”.
2.8.2.4 No condemnation for fraud, involvement in bankruptcy or
incrimination and/or public sanction
To the Company’s knowledge, in the past five years:
– no condemnation for fraud has been pronounced against any of the
members of the Board of Directors,
– none of the members of the Board of Directors has been involved in
a bankruptcy, receivership, or winding up, as a member of a board of
directors, a management board, or a supervisory board,
– noofficial incriminationand/orpublicsanctionhasbeenpronounced
by statutory or regulatory authorities against any of the members
of the Board of Directors of the company.
2.9
Pay and interests of corporate officers
2.9.1 Directors’ fees
The Shareholders’ General Meeting, held on April 29, 2009, fixed
the annual directors’ fees for members of the Board of Directors at
€106,250, from the start of the financial year, January 1, 2009. For
2011, directors’ fees remained unchanged.
The directors’ duties are compensated in the form of directors’ fees
at meetings of the Board of Directors and other committees of which
they are members. Directors’ fees for each director are €1,250 per
Board and per Committee and are dependent on the beneficiaries’
regular attendance. For 2011, directors’ fees amounted to €76,250 and
the attendance rate stood at 82%.
The table below shows the directors’ fees paid in:
Board members
Directors’ fees paid in 2011 by LISI S.A. (in euros)
Directors’ fees paid in 2010 by LISI S.A. (in euros)
Gilles KOHLER
7,500
10,000
Emmanuel VIELLARD
7,500
10,000
Christian PEUGEOT
2,500
5,000
Christophe VIELLARD
8,750
8,750
Jean-Philippe KOHLER
7,500
7,500
Thierry PEUGEOT
7,500
8,750
Pascal LEBARD
7,500
5,000
Eric ANDRE
10,000
7,500
Patrick DAHER
7,500
5,000
Lise NOBRE
10,000
6,250
Total
76,250
73,750