InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
18.8Each committee determines the frequency of its meetings,
which are held at the place indicated in the notice, and may
meet at any time at the request of its Chairman, of amajority
of itsmembers, the Chairman of the Board or one third of the
directors.
18.9Theauthorof thenoticesets theagendaof themeeting.
18.10A committeemaymeet only ifmore thanhalf of itsmembers
arepresent,byanymeanspermittedby the lawsor regulations
in force, by the provisions of the by-laws or by those of the
present rules of procedure for the participation of Board
membersat itsmeetings.
18.11The opinions, proposals and recommendations of each
committee will be adopted by amajority of members of this
committeewhoarepresent.
Thechairmanofeachcommitteeshallhaveacastingvote incaseofatie.
18.12TheChairmanofacommitteemay invitealldirectors toattend
one ormore sessions of the Committee and any other person
whose presence is useful or necessary to debate items on the
agendaof thesessionof thecommitteeconcerned.
Onlymembersofacommitteetakepart in itsdeliberations.
18.13Eachcommitteeshalldrawupminutesof itsmeetings.
Theseminutesaretransmittedtoallmembersofthecommittee.
18.15 In its field of competence, each committee issues proposals,
recommendations or opinions. To this end, it may propose to
the Board of Directors to cause to conduct, at the expense of
the Company, any internal or external surveys that can inform
thedeliberationsof theBoard.
Itcanalsohearoneormoremembersof thegeneralmanagementof the
Company, includingtheCEOor, ifapplicable, thedeputyCEOs.
It reports to theBoardofDirectors, through thevoiceof itsChairmanor,
inhisabsence thereofofanyothermemberdesignated for thispurpose,
itsworkateachmeetingoftheBoardofDirectors.
18.16Each committee rules as necessary on its other operating
procedures.
Each committee periodically ensures that its rules and operating
procedures allow it toassist theBoardofDirectors todeliberate validly
onthe issuesof itscompetence.
AUDITCOMMITTEE
ARTICLE19–DUTIESOFTHEAUDITCOMMITTEE
19.1The Audit Committee's primary duties include reviewing the
accounts andmonitoring the issues relating to the preparation
andcontrolofaccountingand financial information.
Assuch, it isresponsible for:
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reviewing the draft statutory and consolidated financial statements,
interimandannual,beforesubmissiontotheBoard, includingensuring
the relevanceand consistencyof theaccountingmethods adopted to
prepare the financial andconsolidated statementsandexaminingany
difficultiesencountered intheapplicationoftheaccountingpolicies;
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reviewingthefinancialdocumentsissuedbytheCompanyuponclosing
theannualand interimaccounts;
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assessing the reliabilityof the systemsandprocedures that contribute
to the preparation of accounts and the validity of decisions taken to
handlesignificanttransactions;
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monitoring the legal verification of the annual accounts and
consolidated financialstatementsbytheauditors.
19.2The Audit Committee also has the task of verifying the
effectiveness of the internal control and risk management
systemsof theCompany.
Assuch, it isresponsible for:
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reviewing,withtheheadsofinternalauditoftheGroup,theorganization
of internalcontrol, its functioningandprocedures inplace;
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examining,withtheheadsof internalauditoftheGroup:
–– therecommendationsandobjectives inthe fieldof internalcontrol;
–– themonitoringofinterventionsandactionsbytheofficialsconcerned
withintheGroup;
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reviewingtheresultsofthe internalaudit;
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checkingthattheproceduresusedbythe internalauditthatcontribute
to the Company's accounts accurately reflecting the reality of the
companyandcomplyingwithaccountingrules;
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reviewing the adequacy of the analytical and risk monitoring
procedures, ensuring the establishment of aprocess of identification,
quantification andprevention ofmajor risks arising from theGroup's
activities;
