LISI 2012 FINANCIAL REPORT
117
7
Information regarding the Company and corporate governance
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.
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
Eachdirectormustconsiderhimselftorepresentallshareholders
and behave accordingly when exercising his functions.
During the Meeting 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 them prior 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 Board Meetings and for the meetings 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.
Directorsmust 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.
