InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
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changes or potential changes in the pension plan and pension of
membersofseniormanagementoftheCompany;
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benefits inkindandotherpecuniaryrights;
23.2The Compensation Committee is also taskedwith formulating
to the Board recommendations the performance criteria to
apply, ifany,whengrantingorexercisinganysharesubscription
or purchase options, as well as when allocating free shares at
Group level.
23.3The Compensation Committee may also issue to the senior
managementof theGroupopinionsor recommendationson:
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theexecutivecompensationpolicy,
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the incentive mechanisms, by all means, of the Group companies’
executivestaff.
ARTICLE24–COMPOSITIONOFTHECOMPENSATIONCOMMITTEE
24.1The Compensation Committee is composed of at least three
members, including itschairman.
24.2The Chairman of the Board of Directors and, in the event that
theCEO's functionswouldbeexercisedbyadirectorother than
theChairmanof theboard, theCEO, cannotbemembersof the
CompensationCommittee.
24.3The majority of members of the Compensation Committee,
including its Chairman, must be independent directors, in
accordancewiththecriteriadefined inparagraph2.4.
ARTICLE25–OPERATIONOFTHECOMPENSATIONCOMMITTEE
25.1The Compensation Committee meets at least once a year to
establish all the components of the remuneration of senior
management of theCompany to submit for theapproval of the
Board.
25.2The Compensation Committee may also meet whenever a
Board decision is necessary andwithin the competence of the
Committee.
25.3The operation of the CompensationCommittee is governedby
the lawsand regulations in forceaswell as theprovisionsof the
By-lawsandRulesofProcedureand inparticularArticle 18.
NOMINATIONSCOMMITTEE
ARTICLE26–TASKSOFTHENOMINATIONSCOMMITTEE
TheNominationsCommitteehasthe followingmissions:
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to assist the Board in selectingmembers of the Board of Directors,
membersof the committeesof theBoardand theChairman, theCEO
and, ifappropriate, theDeputyCEOs;
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to select potentialmembers of the Boardmeeting the independence
criteriaandtosubmitthe listtotheBoard;
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to prepare the succession of members of senior management of the
Company;
ARTICLE27–COMPOSITIONOFTHENOMINATIONSCOMMITTEE
27.1The Nominations Committee is composed of at least three
members, including itschairman.
27.2The Chairman of the Board of Directors and, in the event that
theCEO's functionswouldbeexercisedbyadirector other than
theChairmanof theboard, theCEO, cannot bemembers of the
NominationsCommittee.
ARTICLE28–OPERATIONOFTHENOMINATIONSCOMMITTEE
28.1The Nominations Committee may also meet whenever a
Board decision is necessary andwithin the competence of the
Committee.
28.2The operation of the Nominations Committee is governed by
the lawsand regulations in forceaswell as theprovisionsof the
By-lawsandRulesofProcedureand inparticularArticle 18.
STRATEGICCOMMITTEE
ARTICLE29–TASKSOFTHESTRATEGICCOMMITTEE
29.1TheStrategicCommitteepondersandexpresses itsopinionon:
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thestrategicdirectionoftheCompanyandtheGroup
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theGroup'sdevelopmentpolicy;
29.2TheStrategicCommittee reviewsandexamines:
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draftstrategicagreementsandpartnershipprojects;
