InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
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TheBoardofDirectorsmay, however, consider that adirector, although
notfulfillinganyoftheabovecriteria,canstillbeclassifiedasindependent
givenhis/herparticularcircumstances. Inthiscase, theBoardwillexplain
itsdecisionintheannualreportpresentedtothemeetingofshareholders.
2.5Each year, the independent status of each director shall be
discussed by the Nominations Committee and considered on a
caseby casebasisby theBoardofDirectors in light of theabove
criteria.
The independent status shall alsobediscussedat theappointment of a
newdirectorandonthereappointmentofdirectors.
The findings of the review of the classification as independent by the
BoardofDirectorsaremadeavailabletoshareholders inthereportofthe
ChairmanoftheBoardattheannualgeneralmeetingoftheCompany.
2.6The board of directors chooses among the independent
directors one lead independent director. His task is to serve as
interfacebetween theManagement of theCompany andall the
independent directors. He ensures the proper operation of the
governancebodiesof thecompany.
TITLEII-POWERSOFTHEBOARD,THECEOAND
DEPUTYCHIEFEXECUTIVEOFFICERS-OPERATIONSSUBJECT
TOPRIORAPPROVALOFTHEBOARD
ARTICLE 3–POWERSOFTHEBOARDRESULTINGFROM LEGISLATIVEAND
REGULATORYPROVISIONS INFORCE
3.1The Board of Directors determines the Company’s business
orientations and ensures their implementation. Subject to the
authority explicitly granted to shareholdermeetings andwithin
the limits of the corporate objective, it rules over any issue
regarding the proper operation of the Company anddeliberates
tosolve the issues that concern it.
3.2 Inparticular andwithout this list beingexhaustive, theBoardof
Directors in accordance with laws and regulations in force and
under the conditionsand in themannerdeterminedappropriate
by thepresent rulesofprocedureof theBoard:
■■
is competent to convene the general meeting of shareholders of the
Companyandset itsagenda;
■■
approves theplanstrategicandannualbudgetof theGrouppresented
byseniormanagementandanyamendmenttothebudget;
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prepares the financial statements and consolidated accounts and
establishestheannualmanagementreport;
■■
authorizes theagreements referred to inArticleL.225-38of theFrench
commercialCode;
■■
selects the means of exercising the general management of the
Company, inaccordancewithArticle13oftheBy-laws;
■■
appointsordismisses:
–– theChairmanoftheBoardofDirectors;
––whereapplicable, theVice-chairmanoftheboard;
–– theCEO;
–– and ifapplicable,ontheproposaloftheCEOortheDeputyCEOs;
■■
determines the powers of the CEO and, where appropriate, in
agreementwith the latter, thoseof thedeputyCEOs;
■■
canco-optadirector;
■■
sets the remuneration of the Chairman of the Board, the CEO and, if
applicable, theDeputyCEOs;
■■
appoints themembers of the committees established in accordance
withthe law, theyby-lawsandtheserulesofprocedureoftheBoard;
■■
dividesthedirectors' feesamongthedirectors inaccordancewiththese
rulesofprocedureoftheBoard;
■■
approves the report of the Chairman of the Board regarding the
operationoftheBoard, the internalcontrolandriskmanagement;
■■
maydecidethe issuanceofdebtsecuritiesnotconvertible intoshares;
■■
authorizes the CEO of the Company, with powers to subdelegate, to
provide guarantees and endorsements by fixing, for each year, an
overallcap,and ifnecessary,amaximumamountpertransaction;
3.3Besides, theBoardofDirectors carriesout any controlsor checks
that it deems necessary. It verifies that each director receives
all necessary information and any documents that it considers
usefulornecessary for theaccomplishmentofhis/herduties.
3.4Generally theBoard:
■■
is kept informed by its Chairman, the CEO of the Company or, if
available, theDeputyCEOsof theCompanyand thecommitteesof the
Board,ofall significanteventsconcerning thebusinessperformanceof
theCompanyandtheGroup;
■■
ensures that the shareholders receive the proper information, in
particular through its control on the information provided to it by
managementoftheCompany;and
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ensures that the Company has procedures for identifying, evaluating
and monitoring its liabilities and risks, including those off-balance
sheet,andadequate internalcontrol.
