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LISI 2011 —
97
— financial report
Information regarding the Company and corporate governance
The fees relative for tax services regarding the French or foreign companies, rendered by Bureau Francis Lefebvre or other consultancies, are not
listed in this table:
(In €’000)
Ernst & Young KPMG Audit
Exco Cap Audit Foreign auditors Sécafi Alpha
(1)
Amount
Amount
Amount
Amount
Amount
N N-1
N N-1
N N-1
N N-1
N N-1
Audit
Auditors, certification, review of individual
and consolidated financial statements
– Holding company
76
31 20 22
– Fully consolidated subsidiaries
512 457
157 148 96 65
Other due diligence and services
– Holding company
18 18
– Fully consolidated subsidiaries
50 23
3 24 30 111 79
Sub-total
588 457
238 191 121 89 30 129 97
Other services rendered by the networks
to the fully consolidated subsidiaries
Legal, tax, and social
127 208
Miscellaneous services
Sub-total
127 208
TOTAL
588 457
238 191 121 216 238 129 97
(1) Group Committee.
.2
Company governance
LISI is a
“société anonyme”
(limited company) with a Board of Directors,
governed by French law, in particular the provisions of Book II of
the Commercial Code, and a number of provisions of the regulatory
section of the Commercial Code. The company has set up measures
aiming to comply with the market recommendations regarding the
corporate governance principles (refer in particular to the Board
Chairman’s report).
The LISI Group is a member of the AFEP MEDEF corporate governance
code, whose recommendations it meets. Such membership has been
confirmed by the Board of Directors.
2.1
Tasks and operating procedures
of the Board of Directors
During the Meeting of March 1, 2004, the LISI Board of Directors
set out the terms of a Corporate Governance Charter detailing the
rules that apply to all members and participants of this Board. This
is an exclusively internal document and in no way does it replace the
by-laws or the provisions of commercial Law.
Tasks of the Board of Directors
LISI S.A.’s Board of Directors is a collegial body that represents all
shareholders and which has a duty to act systematically in the
corporate interests of the company.
In exercising its prerogatives, subject to the powers expressly assigned
to the shareholder’s meetings and purely within the scope of the
business purpose, the Board must examine any question that may
affect that correct functioning of the company and, through its
deliberations, address any related issues.
As a general rule, the Board of Directors has 5 main tasks:
1. it sets out the company’s strategy,
2. it appoints the directors in charge of running the company within
the framework of this strategy and selects an appropriate form of
organization (dissociation of the functions of the Chairman and the
Chief Executive Officer or fusion of these functions),
3. it supervises the company’s management,
4. it guarantees the quality of the information supplied to shareholders
and the markets via the financial statements or in the event of
significant transactions,
5. it checks the main acquisitions or disposals of assets presented by
management, in particular compliance with the strategic plan and
their valuation.