InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
I
119
6.6TheChairmanof theBoardensures that itsmembersdevote the
timenecessary to issues relating to theCompanyand theGroup.
6.7TheChairmanof theBoard is the only individual who can speak
onbehalfof theBoard.
6.8 In accordance with the laws and regulations in force, the
Chairmanof theBoard reports ina report to theGeneralMeeting
of theCompany:
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thecompositionoftheBoard;
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theconditionsofpreparationandorganizationoftheBoard'swork;
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the internalcontrolandriskmanagementprocedures inplace,detailing
notably thoseprocedures relating to thepreparationandprocessingof
accountingand financial information for the financial statements and
consolidatedaccounts.
ARTICLE7–FREQUENCYOFTHEBOARDMEETINGS
7.1The Board of Directors meets at least five times a year and as
oftenas the interestsof theCompany require.
7.2ThenumberofmeetingsoftheBoardandmeetingsofcommittees
of theBoardheldduring theyearmustbe indicated in the report
of the Chairman of the Board to the General Meeting, which
must also give shareholders all material information regarding
theparticipationofmembers of theBoard in these sessions and
meetings.
7.3Once a year at least, the directorsmeetwithout the presence of
the executive members of the Company. At this meeting, they
may request thepresence of the auditors or any other person to
collect the informationnecessary for the proper performance of
theirduties.
ARTICLE 8 – NOTICES OF MEETINGS OF THE BOARD AND RIGHT TO
INFORMATION
8.1The Board is convened by the Chairman of the Board or, in his
absence, theVice-Chairman.
8.2At least one third of the directors may ask the Chairman to
convene theBoardona specificagenda if theBoardhasnotmet
formore than threemonths.
TheCEOor,whereappropriate,aDeputyCEO,mayalsoasktheChairman
toconvenetheBoardofDirectorsonaspecificagenda.
In both cases, the Chairman of the Board is bound by the requests
made tohim/herandhas toconvene theBoardwithinsevendaysof the
request.Thisperiodmaybeshortened incaseofemergency.
8.3Meetings are called by any written means. The deadline for
convening the Board of Directors is fifteen calendar days. This
periodmaybeshortened incaseof justifiedemergency.
The Board may deliberate in the absence of notice if at least three-
quartersof itsmembersarepresentorrepresented.
8.4Except in case of emergency, themembers of theBoard receive
the agenda of the session of the Boardwith the notice and the
elementsof information thenavailable.
The entiredocumentationnecessary for enlightening thedirectors and
enabling them tomake an informed decision about the items on the
agendawill be suppliedat least threedaysbefore the relevantmeeting,
except for the Julymeeting devoted to the review of interim financial
statements, where the deadline is shortened to two days because of
the particularly short deadlines provided thatmonth to close the said
accounts.
Thus,anydirectormayobject to the reviewofan item thathasnotbeen
documentedbeforehand,except inurgentcasesas indicatedabove.
ARTICLE9–VENUEOFTHEMEETINGS
Meetings of the Board of Directors take place, preferably, in the
administrativeofficesof theCompanyor inanyother venue specified in
thenotice.
Periodically, ameeting shall beorganized inaGroupproductionunit so
thatthedirectorscanunderstandwhatthemanufacturingconditionsare
andwhatcapitalexpendituresaretobemade.
ARTICLE10–AGENDA
10.1TheBoardofDirectors isconvenedonaspecificagenda.
10.2Each director has the freedom and responsibility to ask the
Chairman of the Board to include in the draft agenda certain
items if he/she believes that they are the responsibility of the
Board.
10.3Once a year at least, the Board is invited by the Chairman to
conducta reviewof itsprocedures.
