InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
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Corporategovernance
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 complywith themarket recommendations regarding the corporate
governanceprinciples(refer inparticulartotheBoardChairman'sreport).
The LISI Group is amember of the AFEP-MEDEF corporate governance
code, whose recommendations it meets, except for those set out in
paragraph2.10of this chapter, inaccordancewith the “Applyor explain”
ruleof theAFEP-MEDEFcode. Suchmembershiphasbeenconfirmedby
theBoardofDirectors.
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Rulesofprocedure
ARTICLE1–PURPOSEOFTHERULESOFPROCEDURES
1.1Themembersof theBoardaresubject to the lawsand regulations
in forceand to theBy-lawsof theCompany.
1.2These rules of procedure are intended, in the interest of the
members of the Board of Directors of the Company and its
shareholders:
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toremindthemembersoftheBoardoftheirdifferentduties,
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tocomplete the legal, regulatoryandstatutory rules, inorder toclarify
theoperatingproceduresoftheBoardofDirectors.
1.3These rules of procedure shall be binding on allmembers of the
BoardofDirectors.
If amember of theBoard is a legal person, theprovisionsof these rules
of procedure shall apply to its permanent representative as if he/she
was amember of theBoard inhis/her ownname, without prejudice to
theobligation for the legal entityhe/she represents to complywith the
obligationssetout intheserulesofprocedure.
1.4Any member of the Board is deemed, upon taking office, to
adhere to these rules of procedure and shall respect all of their
provisions.
1.5A copy of these Board of Directors' rules of procedure shall be
given toeachdirector,generalmanagerand, ifapplicable, toeach
deputyCEOat the timeof theirappointment.
TITLEI-COMPOSITIONOFTHEBOARD
ARTICLE2–COMPOSITIONOFTHEBOARD
2.1TheBoardofDirectors iscomposedofat leastthreemembersand
atmost eighteenmembers, towhich canbeadded, if applicable,
employee representatives appointed in accordance with legal
provisions.
2.2TheDirectorsmaybe:
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naturalpersons;or
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legal entities. In this case, they must, upon appointment, designate
a permanent representative, subject to the same conditions and
obligations andwho shall have the same responsibilities as if he/she
were a director in his/her own name, without prejudice to the joint
liabilityofthe legalentityhe/sherepresents.
2.3At leastone thirdofdirectorsmustbe independentmembers.
In general, is considered independent any director who has no
relationship of any kind with the Company, the Group or its senior
management, that could compromise the exercise of his freedom of
judgment.
2.4Adirector is considered independentwhenhe/she cumulatively
meets the followingconditions:
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he/shewas not, in the five years preceding his/her first appointment
as a corporate officer of the Company, an employee or officer of the
Company or a Group company and was not, at the time of his/her
appointment, anemployeeof theCompanyor anemployeeor officer
ofaGroupcompany;
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he/she is not a corporateofficer of a company inwhich theCompany
directly or indirectly holds a directorship or is a member of the
supervisoryboard;
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he/she is not amajor client, supplier, investment banker or financial
banker significant for the Company or its Group, or for whom the
Companyor itsGrouprepresentsamajorportionofbusiness;
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in respectof thedirectorsexercising functions inoneor several banks,
they shouldnot haveparticipated (i) in thepreparationor solicitation
of serviceofferingsbyoneof thebanks from theCompanyor aGroup
company (ii) in theworkof oneof thesebanks in caseof executionof
amandategiven to thebankby theCompanyor aGroup companyor
(iii) inavoteonany resolution concerningaproject inwhich thebank
concernedwouldorcouldbeconcernedasanadvisor;
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he/shehasnoclose family tieswithacorporateofficerof theCompany
oraGroupcompany;
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he/shehasnotbeenauditoroftheCompanyoverthe last fiveyears;
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he/shehasnotbeenamemberof theCompany'sBoard forover twelve
years,providedthatthe lossof independentmembershipwill intervene
onlyaftertheexpiryofthetermduringwhichtheperiodoftwelveyears
hasbeenexceeded;
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he/she isnotamajorshareholderoftheCompany.
