InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
ARTICLE 11 – PARTICIPATION OF MEMBERS OF THE BOARD IN BOARD
MEETINGS
11.1Each director has the opportunity to be represented at Board
meetingsbyanotheradministrator.
Eachdirectormay only represent onedirector during the same session
oftheBoard.
The proxymust be inwriting, by letter, fax or email, the signed proxy
being insuchacaseattachedtothesaidemail.
ARTICLE 12 – USE OF MEANS OF VIDEOCONFERENCE AND
TELECOMMUNICATIONS
12.1The members of the Boardmay attend the Boardmeeting by
videoconferenceor telecommunications.
12.2 Inaccordancewith the laws and regulations in force, thismode
of participation is not applicable when preparing the financial
statementsandconsolidatedaccountsorwhenestablishing the
individual andconsolidatedmanagement reports.
12.3Thismethodofparticipation isnotapplicable fortheadoptionof
the followingdecisions:
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theappointmentanddismissalof theChairmanandVice-Chairmanof
theBoardofDirectors.
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theappointmentanddismissaloftheCEOand,whereapplicable,ofthe
DeputyCEOs;
12.4Themeansusedshouldenable the identificationofparticipants
and ensure their effective participation in the meeting of the
Board, that is to sayat least transmit theparticipants' voiceand
meet the technical requirements for continuous retransmission
andsimultaneousdeliberations.
12.5Themembers of the Boardwhowish to participate in a Board
meeting by videoconference or by telecommunications should
specify it inwriting to theChairman at least twenty-four hours
before thedateof theBoardmeeting.
12.6The Board members participating in the meeting by
videoconference or telecommunications are deemed present
for thequorumandmajority.
12.7Thenecessary stepsmustbe taken toallow the identificationof
eachspeakerand theverificationof thequorum.
12.8 Inaccordancewiththe lawsandregulations inforce, theminutes
of deliberationsmentions the participation ofmembers of the
Boardby videoconference or telecommunications. Itmust also
state the possible occurrence of a technical problem relating
to the videoconference or telecommunications if ever such an
incidentdisruptedor interrupted thecourseof thesession.
In caseof occurrenceof suchan incident, the items processedafter the
disruption or the interruption of the transmission will be ruled upon
again.
12.9The Board members participating by videoconference or
telecommunications shall sign theminutes of thedeliberations
at thenext session.
ARTICLE13 -RULESRELATINGTOTHEADOPTIONOFDECISIONS
13.1Voting
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Voting isbyashowofhands.
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If aDirector so requests, theBoard shall organizea recordedvoteor a
secretballot.
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If a request for a recordedvoteanda secret ballot ispresentedon the
samecase, secretballotvotingtakespriority.
13.2Majority requirements
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Decisions are taken by a majority of the members present or
represented at the vote. In case of a tie vote, theChairmanhas the
castingvote.
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•Pursuant to Article 11 of the by-laws, resolutions shall be taken by a
three-fourthsmajorityvoteof thememberspresentor represented,as
regardsthe followingquestions:
–– calculation of amortization and depreciation expenses and of
provisions,notablyforthecalculationofprovisionsfor impairment in
valueofacquisitions.
–– proposals to be made at the ordinary general meeting for the
appropriationoftheresultsofthepastyear,
–– text of resolutions to be submitted to an extraordinary general
meetingofshareholders,
–– replacementofadeceasedorresigningdirector.
