126
I LISI FINANCIALREPORT2013
DOCUMENTSSPECIFICTOTHEANNUALGENERALMEETING
8
1
| REPORTBYTHECHAIRMAN
OFTHEBOARDOFDIRECTORS
In accordance with the provisions of Article L 225-37 of the French
Commercial Code and the recommendations of the French financial
markets authority (AMF), this report sets out the composition of the
Board and the principle of equal representation of men and women,
theconditionsgoverning thepreparationandorganizationof theBoard
of Directors’ work, limitations to the Chief Executive Officer’s power,
theprinciples and rules governing the settingof the compensationand
benefits inkindgrantedtothecorporateofficersaswellas internalaudit
procedures implementedwithintheGroup.
LISI refers to the corporate governance code of the AFEP-MEDEF in its
2010 version, available on theMEDEFwebsite (
). Such
membershiphasbeenconfirmedbytheBoardofDirectors.Thechanges
made to thecode in2013andsubject to furtherdetails in theapplication
guidepublishedinJanuary2014willbeincorporatedduringtheyear2014.
In order not to overload this report, the invariant part of the elements
referred to in Article L.225-37 of the Commercial Code relating to
corporategovernanceand internal audit isdescribed inChapter 7of the
AnnualReport filedwiththeAMF.
SuchChapter 7 setsout theprinciples, the statutoryprovisions, thoseof
the internal rules of the Board and committee charters that define the
tasks, compositionand rulesof operationof theBoardand its specialist
committees.
This reportdescribes thechangesandevents thatoccurredduring fiscal
2013thataresubjecttothe legalprovisionsmentionedabove.
Thisreportwassubmittedto,andapprovedby, theBoardofDirectorson
February20,2014.
1.1
|
PREPARATIONANDORGANIZATIONOFTHEBOARD
OFDIRECTORS’ TASKS
The Board of Directors sets out the company’s business policies and
ensuresthattheyarefollowed.TheBoardofDirectorsalsocarriesoutany
auditsorchecksthat itdeemsnecessary.
1.1.1Organization
No changes weremade to theOrganization of the Board during fiscal
2013.
There are three specific Committees: the Compensation Committee,
the Audit Committee, and the Strategic Committee all of which are
responsible for supervising theworkofGeneralManagement in these 3
fields.Eachcommitteewill submita reporton theirwork to theBoardof
DirectorsTheroleandcompositionoftheseCommitteesaredescribed in
Chapter7oftheAnnualReportonGovernanceoftheCompany.
As part of the process of improving the governance of theCompany, it
wasdecidedbytheBoardatitsmeetingofDecember19,2013,toestablish
aNominationCommittee in charge of reviewing the reappointment of
directors and the appointment of new directors. Such Committeewill
actuallybesetupontheyear2014.
1.1.2Composition
TheBoardofDirectors represents the shareholders of theCompany; its
composition aims to compywith the various balances of interests. It is
currentlycomposedof 10members including6memberswhobelong to
themajority familygroupsand4memberswhoare independentwithin
themeaningof theAFEP /MEDEFCode. Thememberswere chosen for
their skills and knowledge of the various markets inwhich the Group
operates.
Currently, only onewoman is sitting on the Board. Some thought was
given to this issue in 2013 in order to open the Council has a better
representation of women; in this context, the appointment of three
directorswillbeproposedatthenextmeeting.Theadditionoftheirskills
willalsoenabletheCompanytomeet its legalobligations.
AreferentdirectorwasappointedatthemeetingofBoardofDirectorsof
April 27, 2011.His task is to serveas interfacebetween theManagement
oftheCompanyandallthe independentdirectors.Heensurestheproper
operationofthegovernancebodiesofthecompany.Thisreferentdirector
was chosenamong the independent directors in thepersonofMs. Lise
Nobre.
1.1.3Operatingproceduresfortheperiod
For the 2013 financial year, theBoardmet five times. At themeetingof
December 19, 2013, the directors visited two of theGroup's production
sitesandwere informedof the implementationof newpracticesmeant
to improve the industrial performance results (LEAP "LISI Excellence
AchievementProgram").
At itsmeetingofDecember19,2013,theBoardagreedthatnon-executive
directorswouldmeetonceayear,withoutthepresenceofManagement,
to discuss the management of the company in the presence of the
auditors. The Board set aside a portion of the session preparing the
annualaccountsforthepurposesof implementingthisdecision.Thefirst
suchmeetingtookplaceduringthemeetingofFebruary20,2014.
1.1.4Preparationoftasks
PriortoeachBoardmeeting,participantsreceiveafilethathasbeenduly
documented so that theymay adequately prepare for themeeting. As
part of the continuous improvement of theBoard'soperatingmethods,
thesedocumentsmustbesubmitted to thedirectorsat least threedays
beforethemeeting.
Meetings relative to the approval of annual and half-yearly financial
statementsareaccompaniedbyapresentationby theAuditCommittee.
SuchCommitteemet twice in2013,withanattendance rateof 100%of
itsmembers.
