InformationregardingtheCompanyandcorporategovernance
1
7
LISI 2014FINANCIALREPORT
I
123
■■
examining the draft report of the Board of Directors Chairman on
internalcontrolandriskmanagementprocedures.
19.3The Audit Committee is also responsible for checking the
effectivenessof theexternal controlof theCompany.
Assuch, it isresponsible for:
■■
issuing a recommendation on the Statutory Auditors proposed for
appointmentbythegeneralmeetingoftheCompany;
■■
ensuringthe independenceoftheCompany'sauditors;
■■
ensuring the adequacy of the remuneration of the statutory auditors
of the Company for the actual accomplishment of their task, a
remuneration that should be sufficient so as not to undermine their
independenceandobjectivity;
■■
reviewing each year, with the auditors, their intervention plans, the
conclusionsoftheir interventions,theirrecommendations,andtheway
theyareadheredto.
19.4TheAuditCommitteeregularlyreportstotheBoardofDirectors
on the performance of its duties and informs it promptly of
any difficulties encountered. These reports are the subject of
records provided to directors at the relevant meetings of the
BoardofDirectors.
ARTICLE20–MEANSAVAILABLETOTHEAUDITCOMMITTEE
20.1 In accordance with applicable laws and regulations and the
provisions of theby-laws and these rules, theAudit Committee
in general and each of its members in particular may request
copiesof information they find relevant, useful ornecessary for
theperformanceof their tasks.
20.2 In accordance with applicable laws and regulations and the
provisions of these rules, theAudit Committeemay request to
proceedwith thehearingof the auditors or hear players of the
Company includingmembers of the senior management, and
inparticular theCFO. Thesehearingsmaybeheld, if necessary,
without thepresenceofmembersof seniormanagement.
20.3 In accordance with applicable laws and regulations, the
audit committee may, if it deems necessary, engage into an
independent investigation.
20.4 In general, the audit committee will be informed by senior
managementof theCompanyand thestatutoryauditorsofany
event that may expose the Company, the Group or any of the
Groupentities, tosignificant risk.
The appreciation of the significance of the risk shall be the task of
senior management of the Company or the auditors, under their own
responsibility.
ARTICLE21–COMPOSITIONOFTHEAUDITCOMMITTEE
21.1The Audit Committee is composed of at least threemembers,
including itschairman.
21.2The Chairman of the Board of Directors and, in the event that
theCEO's functionswouldbeexercisedbyadirector other than
theChairmanof theboard, theCEO, cannot bemembers of the
AuditCommittee.
21.3Themajorityofmembers of theAudit Committee, including its
Chairman, must be independent directors, in accordance with
thecriteriadefined inparagraph2.4.
Themembers of theAudit Committee are chosen for their expertise in
financialmatters.
ARTICLE22–OPERATIONOFTHEAUDITCOMMITTEE
22.1The Audit Committeemeets at least twice a year prior to the
closingof theannual and interim financial statements.
22.2TheAuditCommitteemayalsomeetwheneveraBoarddecision
isnecessaryandwithin thecompetenceof theCommittee.
22.3The operationof theAudit Committee is governedby the laws
and regulations in forceaswell as theprovisionsof theBy-laws
andRulesofProcedureand inparticularArticle 18.
COMPENSATIONCOMMITTEE
ARTICLE23–TASKSOFTHECOMPENSATIONCOMMITTEE
23.1The Compensation Committee has the task of formulating to
theBoardofDirectors the recommendations andproposals for
membersof theBoardwhowouldbebeneficiaries:
■■
theallocationofdirectors’ fees;
■■
all elements of remunerationof seniormanagement of theCompany,
includingtheconditionsapplicableattheendoftheirmandate;
