LISI FINANCIALREPORT2013 I
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INFORMATIONREGARDINGTHECOMPANYANDCORPORATEGOVERNANCE
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OperatingproceduresoftheBoardofDirectors
TheBoardmeetswhenever it is in the interestsof thecompany todoso.
Directorsmaybe invited toBoardmeetingsby theChairmanusingany
meansavailableandevenverbally. IftheBoardhasnotmetformorethan
twomonths,directors representingat leastone thirdof themembersof
theBoard can request that theChairman call ameetingonaparticular
agenda.
PriortoeachBoardmeeting,participantsreceiveafilethathasbeenduly
documented so that theymay adequatelyprepare for themeetingand
haveanenlightened judgmentastothe issuesatstake.
ThemembersoftheBoardofDirectorshavetherighttohavethemselves
representedbyoneoftheircolleaguesbywrittenproxy.Amemberofthe
BoardofDirectorsmayonlyrepresentonepersonatanyonemeeting.
For the deliberations of the Boardof Directors tobe valid, the number
ofmembers presentmust be at least equal tohalf 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 castingvote.However, amajorityof threequartersof the
votesof thememberswhoarepresent or represented is requiredwhen
decisionsrelatingtothe following issuesaretobetaken:
n
The calculation of amortization and depreciation expenses and of
provisions,
n
Proposals tobemade to the Shareholder’sOrdinaryMeeting for the
allocationofprofits forthe financialyear justended,
n
ResolutionstobesubmittedtoaShareholder’sExtraordinaryMeeting,
n
Thereplacementofadirectorwhohasresignedor isdeceased.
Debates are recorded in a report that is submitted for approval by the
membersandsignedatthe followingmeeting.
Copiesorextractsof thedecisionsof theBoardofDirectorsarecertified
as valid by the Chairman of the Board of Directors, a Chief Executive
Officer, adirectorwhohasbeen temporarilyvestedwith theChairman’s
powersorarepresentativeauthorizedtothiseffect.
Forcorporategovernance tobepracticed toanacceptablestandard, the
Boardwillassess itsabilitytofulfill therequirementsoftheshareholders,
who have given them amandate to run the company, by carrying out
a periodic review of its composition, its organization and its operating
proceduresat leastonceayear. Inparticular, itwill check that important
issuesaresuitablypreparedanddebated.
Fortheyear2013, theassessmentwasreplacedbyareviewoftheGroup's
governance practices to comply with the AFEP-MEDEF code revised in
June2013.
TheBoardofDirectorsandtheShareholders’GeneralMeeting
The Board of Directors represents all shareholders. In carrying out its
missions it reports jointly to the Shareholders’ GeneralMeeting, whose
principal legal responsibilities itassumes.
Operations of truly strategic importance, such as acquisitions or
disposals, investment for the purposes of organic growthor significant
internal restructuring,must be examinedby theBoardof Directors for
approval.
Directors’obligations
Eachmemberof theBoardofDirectorsmustownaminimumofoneLISI
shareregistered inhisownname, forhisentiretermofoffice.
At theBoardmeetingonDecember 19,2013, theBoard recommended in
thecontextofgoodgovernancepractice,eachmemberholdaminimum
of150shares.
Directors, whether on their ownbehalf or for others, shall refrain from
any transactions in respectof thesharesofLISIS.A, includingderivatives,
if on account of their positions they are aware of information not yet
madepublicthatmight influencetheshare’spriceonthestockexchange.
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INTERNALRULESOFTHEBOARDOFDIRECTORS
At theBoardofDirectorsmeetingheldonAugust 30, 2006, the internal
rulesoftheBoardofDirectorswereadopted.
Inaddition to theCorporateGovernanceCharter referred toabove, the
internal rulesprovide:
Boardmeetings:
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
consideredpresent inaccordancewiththerules.
This provision shall not apply to the following decisions: appointment
or removal of the Chairman, appointment or removal of the CEO,
appointmentorremovaloftheVicePresidents,approvalofthecorporate
and consolidated annual financial statements and the management
report.
Invitations toBoardmeetings that are issuedbyeither theChairmanor
theSecretaryoftheBoardcanbeby letter, fax,emailorverbally.
