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LISI 2011 —
98
— financial report
Information regarding the Company and corporate governance
The Board of Directors carries out any controls or checks that it deems
necessary.
The Board of Directors will ensure that its composition, as well as its
work, is representative of LISI S.A.’s share ownership structure.
The Board may decide to create Committees, to which it can submit
questions in order to obtain advice. It sets out the composition and
powers of the Committees, who carry out their work under the Board’s
authority.
Director’s code of ethics
Each director must consider himself to represent all shareholders and
behave accordingly when exercising his functions.
During theMeeting of March 1, 2004, the Board of Directors of LISI S.A.
deemed it unnecessary to draw distinctions between the directors,
regardless of whether or not they are corporate officers, directors of
a parent company, or directly or indirectly tied to the Company or its
subsidiaries in an economic capacity. Indeed, the Board considers that
its members are selected purely on the strength of their competence
and on their active contribution to its missions.
Before accepting their functions, directors must ensure that they have
familiarized themselves with the general and special obligations that
relate to the position of director. LISI S.A.’s by-laws and this charter will
be handed to themprior to them taking up their functions. Acceptance
of the position of director implies acceptance of this charter.
All members of the Board of Directors must devote sufficient time to
examining the files sent to them in order to adequately prepare for
BoardMeetings and for themeetings of the Committees to which they
have been appointed. They may ask the Chairman for any additional
information they may require in order to carry out their work.
Directors must be committed and take part in all meetings held by
the Board or by the Committees to which they have been appointed.
A provisional calendar of Board Meetings is set out each year end for
the following year.
Directors must notify the Board of Directors of any conflicts of interest
with LISI S.A., even potential ones. They must abstain from taking part
in the vote for any deliberations that are affected by these conflicts.
If a member of the Board of Directors has a direct or indirect role in
an operation in which LISI S.A. has interests or which he has gained
knowledge of as a result of his membership of the Board, he must
bring this to the attention of the Board prior to their meeting.
Operating procedures of the Board of Directors
The Board of Directorsmeets whenever it is in the Company’s interests
to do so or when a meeting is called by the Chairman, or failing this, by
a Deputy Chairman he has nominated.
Notwithstanding exceptional circumstances, invitations to meetings
will be sent in writing to the members of the Board less than two
weeks before the date it is to be held. The documents relating to
subjects to be covered in the meeting agenda will be attached to
this invitation, which will allow the members of the Board to form an
informed opinion on the stakes involved.
The members of the Board of Directors have the right to have
themselves represented by one of their colleagues by written proxy. A
member of the Board of Directors may only represent one person at
any one meeting.
For the deliberations of the Board of Directors to be valid, the number
of members present must be at least equal to half the total number
of members.
Decisions are taken by majority vote of the members present or
represented. Should the vote be split, the Chairman of the meeting
shall have the casting vote.
For corporate governance to be practiced to an acceptable standard,
the Board will assess its ability to fulfill the requirements of the
shareholders, who have given them a mandate to run the company, by
carrying out a periodic review of its composition, its organization and
its operating procedures at least once a year. In particular, it will check
that important issues are suitably prepared and debated.
The Board of Directors and the Shareholders’ General Meeting
The Board of Directors represents all shareholders. In carrying out
its missions it reports jointly to the Shareholders’ General Meeting,
whose principal legal responsibilities it assumes.
Operations of truly strategic importance, such as acquisitions or
disposals, investment for the purposes of organic growth or significant
internal restructuring, must be examined by the Board of Directors for
approval.
Directors’ obligations
Each member of the Board of Directors must own a minimum of one
LISI share registered in his own name, for the entire duration of his
mandate.
Directors, whether on their own behalf or for others, shall refrain
from any transactions in respect of the shares of LISI S.A, including
derivatives, if on account of their positions they are aware of
information not yet made public that might influence the share’s price
on the stock exchange.