LISI 2012 FINANCIAL REPORT
118
7
Information regarding the Company and corporate governance
Operating procedures of the Board of Directors
The Board of Directors meets 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 fromany 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.
2.2 Internal rules of the Board of
Directors
At the Board of Directors meeting held on August 30, 2006, the
internal rules of the Board of Directors were adopted.
In addition to the Corporate Governance Charter referred to
above, the internal rules provide:
Board meetings:
If the technical facilities of the Boardroom so permit, for
purposes of establishing a quorum and a majority, directors
who attend a board meeting by way of videoconference and/
or conference call shall be considered present in accordance
with the rules.
This provision shall not apply to the following decisions:
appointment or removal of the Chairman, appointment or
removal of the CEO, appointment or removal of the Vice
Presidents, approval of the corporate and consolidated annual
financial statements and the management report.
Invitations to board meetings that are issued by either the
Chairman or the Secretary of the Board can be by letter, fax,
email or verbally.
2.3 The Compensation Committee
The Compensation Committee is in charge of:
•
Setting out the general rules of compensation (fixed salaries
and variable bonuses of all types) and checking the annual
application of these rules:
a) Members of management of LISI S.A. (the Chairman of the
Board of Directors, the CEO and Vice Presidents);
b) The CEOs of the divisions of LISI S.A. ;
•
Advising the CEO of LISI S.A. regarding the compensation
policyapplied to the seniormanagersof eachGroupsubsidiary.
Within the scope of this advisory role, the Compensation
Committee submits all proposals to the Board relating
to incentive and profit-sharing schemes for the Group’s
top management, in particular with regard to the parent
company’s stocks options policies, the corresponding terms
and conditions, as well as the terms of eligibility.
It also presents its recommendations regarding the appearance
fees awarded to directors and to members of the Board’s
Committees and the pay scale applied to these fees.
