LISI 2012 FINANCIAL REPORT
119
7
Information regarding the Company and corporate governance
The Compensation Committee is comprised of at least 3
members and at most 5 members, the majority of whom
cannot be corporate officers. Members of this Committee are
Ms. Lise Nobre, Messrs. Thierry Peugeot and Patrick Daher. The
Committee is chaired by Mrs. Lise Nobre.
Members who are corporate officers do not take part in
the vote when the Committee deliberates on their own
compensation or on any incentive systems from which they
may benefit.
The Committee meets a minimum of twice a year. Its work
leads to the drafting of a written report that allows the Board
to remain fully informed, thus facilitating its deliberation.
The Committee met three times in 2012. It presented its
recommendations to the Board on the following points:
•
The fixed compensation paid to members of LISI S.A.’s
General Management and to Chief Executive Officers of
the group’s Divisions, as well as the calculation rules that
apply to the variable portion of this compensation, known
as the Objective-Related Bonus. This portion depends chiefly
on meeting annual objectives on growth, revenue and net
borrowing.
2.4 The Audit Committee
The main tasks of the Audit Committee are:
•
To review the financial statements and to ensure that
the accounting methods used to establish the company’s
consolidated financial and corporate statements are relevant
and permanent;
•
To check that the internal procedures used to gather and
verify information will guarantee this. In order to do so, the
Audit Committee analyzes and monitors the company’s
risk management procedures. It issues an opinion on the
process used to check the financial statements, assesses the
independence of the auditors and familiarizes itself with the
auditors’ comments on the financial statements;
•
To take into account the Group’s general risk analysis, follow
up the action plans set up and their progression. As such, the
internal audit reports are presented to the Audit Committee,
as well as the follow-up and corrective action reports.
The Audit Committee has full authority to issue to the Board
of Directors the recommendations designed to improve the
Group’s internal control.
The Audit Committee steers the Auditor selection procedure
and submits the outcome of this selection to the Board. Once
the Auditors’ mandate comes to an end, the selection of new
Auditors or the renewal of their mandate must be preceded
by a call for tender issued by the Board and supervised by the
Audit Committee. The amount paid in fees by the company
and group to the consultancy and the Auditors involved is
communicated to the Committee, which verifies that this
amount and the proportion of the consultancy’s turnover it
represents are not likely to affect their independence.
The Audit Committee is comprised of at least 3 members
and at most 5 members, the majority of whom cannot be
corporate officers. Themembers of this Committee areMessrs.
Eric André, Christophe Viellard and Christian Peugeot. The
Committee is chaired by Mr. Eric André.
It meets prior to the Board of Directors’ meetings that are held
to set out the annual or half-yearly financial statements.
The Auditors are invited to take part in this preparatory
meeting.
TheAudit Committee’s examinationof the financial statements
must be accompanied by a note from the Auditors highlighting
the key points not only of the results, but also of the accounting
methods selected, as well as a note from the company
describing its exposure to risks and any significant off-balance
sheet commitments.
The Committeemet twice in 2012. It heard the Auditors report
on the execution of their mission and was informed by the
company’s General Management of the internal procedures
employed. Information relating to the consolidation perimeter
and to the off-balance sheet risks described in the appendix to
the consolidated financial statements was sent to the Audit
Committee, which submitted a report on its work to the Board
of Directors.
2.5 The Strategic Committee
The Strategic Committee is made up of 5 members, the
majority of which cannot be corporate officers. Members
of this Committee are Mrs. Lise Nobre, Messrs. Gilles Kohler,
Jean-Philippe Kohler, Emmanuel Viellard and Pascal Lebard. The
Committee is chaired by Mr. Gilles Kohler.
The Committee met once in 2012.
