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I LISI FINANCIALREPORT2013
INFORMATIONREGARDINGTHECOMPANYANDCORPORATEGOVERNANCE
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TheBoardof Directors carries out any controls or checks that it deems
necessary.
TheBoardofDirectorswillensurethat itscomposition,aswellas itswork,
isrepresentativeofLISIS.A.’sshareownershipstructure.
The Boardmay decide to create Committees, to which it can submit
questions in order to obtain advice. It sets out the composition and
powers of theCommittees, who carryout theirworkunder theBoard’s
authority. Three Committees have been set up: Audit Committee,
CompensationCommittee,andStrategicCommittee.
Director’scodeofethics
Each director must consider himself to represent all shareholders and
behaveaccordinglywhenexercisinghis functions.
During theMeetingofMarch 1, 2004, theBoardofDirectorsof 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 inaneconomiccapacity. Indeed, theBoardconsidersthat its
membersareselectedpurelyonthestrengthoftheircompetenceandon
theiractivecontributionto itsmissions.
Before accepting their functions, directorsmust ensure that they have
familiarized themselves with the general and special obligations that
relate to thepositionof director. LISI S.A.’s by-laws and theGovernance
Charter will be handed to them prior to them taking up their office.
Acceptanceofthepositionofdirector impliesacceptanceofthischarter.
All members of the Board of Directorsmust devote sufficient time to
examining the files sent to them in order to adequately prepare for
BoardMeetings and for themeetingsof theCommittees towhich they
have been appointed. They may ask the Chairman for any additional
informationtheymayrequire inordertocarryouttheirwork.
Directors must be committed and take part in all meetings held by
theBoardor by theCommittees towhich theyhavebeenappointed. A
provisional calendar of BoardMeetings is set out each year end for the
followingyear.
Directorsmust notify theBoardofDirectors of any conflicts of interest
withLISIS.A.,evenpotentialones.Theymustabstain fromtakingpart in
thevote foranydeliberationsthatareaffectedbytheseconflicts.
If amember 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
knowledgeof asa resultofhismembershipof theBoard, hemustbring
thistotheattentionoftheBoardpriortotheirmeeting.
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| COMPANYGOVERNANCE
LISI is a "sociétéanonyme" (limited company)withaBoardofDirectors,
governed by French law, in particular the provisions of Book II of the
Commercial Code, andanumberofprovisionsof the regulatory section
of the Commercial Code. The company has set upmeasures aiming to
comply with the market recommendations regarding the corporate
governanceprinciples(refer inparticulartotheBoardChairman'sreport).
The LISI Group is amember of the AFEPMEDEF corporate governance
code, whose recommendations it meets. Suchmembership has been
confirmedbytheBoardofDirectors.
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TASKSANDOPERATINGPROCEDURES
OFTHEBOARDOFDIRECTORS
During theMeetingof March 1, 2004, theLISIBoardofDirectorssetout
the terms of a Corporate Governance Charter detailing the rules that
applytoallmembersandparticipantsof thisBoard.This isanexclusively
internal document and in no way does it replace the by-laws or the
provisionsofcommercialLaw.
TasksoftheBoardofDirectors
LISI S.A.’s Board of Directors is a collegial body that represents all
shareholdersandwhichhasaduty toactsystematically in thecorporate
interestsofthecompany.
Inexercising itsprerogatives, subjecttothepowersexpresslyassignedto
the shareholder’smeetings andpurelywithin the scopeof thebusiness
purpose, the Boardmust examine any question that may affect that
correct functioning of the company and, through its deliberations,
addressanyrelated issues.
Asageneral rule, theBoardofDirectorshas5maintasks:
1. Itsetsoutthecompany’sstrategy,
2. It appoints and sets the remuneration of, the directors in charge of
running the company within the framework of this strategy and
selects an appropriate form of organization (dissociation of the
functionsoftheChairmanandtheChiefExecutiveOfficerorfusionof
these functions),
3. Itsupervisesthecompany’smanagement,
4. Itguarantees thequalityof the informationsupplied toshareholders
and the markets via the financial statements or in the event of
significanttransactions,
5. It checks themain acquisitions or disposals of assets presented by
management, in particular compliance with the strategic plan and
theirvaluation.
