LISI 2012 FINANCIAL REPORT
127
7
Information regarding the Company and corporate governance
Outside the LISI Group (in France and abroad):
• Chairman of the Board of VIELLARD MIGEON & Cie,
• Member of the Management Committee of Financière
VIELLARD SAS,
• Member of the Management Committee of Ets REBOUD
ROCHE SAS,
• Member of the Management Committee of SELECTARC
Industries SAS,
• Member of the Management Committee of FP SOUDAG SAS,
• Member of the Management Committee of FSH WELDING
France SAS,
• Director of Compagnie Industrielle de Delle,
• Director of RAPALA-VMC OYJ (Finland),
• Director of FSH WELDING GROUP,
• Manager of Groupement Forestier des Lomonts.
Patrick Daher, age 63, Director of LISI.
He attends the Board of Directors and the Compensation
Committee.
Patrick Daher has exercised the other mandates and functions
listed below :
Related to the LISI Group (in France and abroad):
• None.
Outside the LISI Group (in France and abroad):
• Chairman of the Board and CEO of Compagnie DAHER,
• Chairman and CEO of SOGEMARCO-DAHER,
• Chairman of DAHER MTS,
• Director of CREDIT DU NORD,
• Deputy Director of DAHER INTERNATIONAL DEVELOPMENT,
• Chairman of the Supervisory Board of the Main Marseille
Seaport.
Lise Nobre, age 47, Director of LISI.
She heads the Board of Directors, the Compensation
Committee, and the Strategic Committee.
Lise Nobre has exercised the other mandates and functions
listed below :
Related to the LISI Group (in France and abroad):
• None.
Outside the LISI Group (in France and abroad):
• Member of the Supervisory Board of VIRGIN STORES
• Member of the Supervisory Board of Groupe Partouche SA
• Manager and member of the Board of managers de GP LUX
INVESTISSEMENTS SARL
• Representative of Butler Capital Partners at the Board of
Directors of ADIT
• Executive Vice President of DOC SA
• Member of the Board of Directors of Butler SafeTechnologies
Suisse
• Manager of SARL Lumen Equity.
2.8.2.2 Family ties
The only direct family ties between the aforementioned
individuals are the following:
Gilles Kohler and Jean-Philippe Kohler are brothers.
2.8.2.3 No conflicts of interests
To the Company’s knowledge, there are no current or potential
conflicts of interests between LISI S.A. and the members of the
Board of Directors, both in terms of their personal interests
and of their other obligations. The internal rules of the Board
provide explicitly, if applicable, for a situation of conflict of
interests: "The members of the Board of Directors have as an
obligation to notify the Board of any situation of conflict of
interests, be it potential, current, or future, where they are or
are likely to be involved. Whenever the Board of Directors
deliberates on a subject that concerns one of its members,
either directly or indirectly, the said member is invited to leave,
for the time of deliberations and, if applicable, of the vote, the
Board meeting."
2.8.2.4 No condemnation for fraud, involvement in bankruptcy
or incrimination and/or public sanction
To the Company’s knowledge, in the past five years:
– no condemnation for fraud has been pronounced against any
of the members of the Board of Directors,
– none of the members of the Board of Directors has been
involved in a bankruptcy, receivership, or winding up, as a
member of a board of directors, a management board, or a
supervisory board,
– no official incrimination and/or public sanction has been
pronounced by statutory or regulatory authorities against
any of themembers of the Board of Directors of the company.
2.9 Pay and interests of corporate
officers
2.9.1 Directors’ fees
The Shareholders’ General Meeting, held on April 26, 2012,
fixed the annual directors’ fees for members of the Board of
Directors at €220,000, from the start of the financial year,
January 2012.
The directors’ duties are compensated in the form of directors’
feesatmeetingsof theBoardofDirectorsandother committees
of which they aremembers. Directors’ fees for each director are
€3,000 per Board and per Committee and are dependent on
the beneficiaries’ regular attendance. For fiscal 2012, the fees
paid to directors amounted to € 75,000 and the attendance
rate was 83%.
