InformationregardingtheCompanyandcorporategovernance
1
7
LISI 2014FINANCIALREPORT
I
125
■■
the acquisitions and the growth transactions affecting the Group's
structures, including proposed acquisitions of significant assets;
significant presence in France or overseas projects; projects to create
significant subsidiaries; the planned investments or disposals of
significant shareholdings and generally any significant project of any
naturewhatsoever.
Aprojectpresentedbyseniormanagement ismaterialwhenthefinancial
exposureoftheCompanyortheGroupexceedsthesumof€15million.
29.3 In general, the Strategic Committee gives its opinion on any
other strategic issues theBoardofDirectorssubmits it.
ARTICLE30–COMPOSITIONOFTHESTRATEGICCOMMITTEE
The Strategic Committee is composed of at least three members,
including itschairman.
TheseniormanagementoftheGroup ispartoftheStrategicCommittee.
ARTICLE31–OPERATIONOFTHESTRATEGICCOMMITTEE
31.1TheStrategicCommitteemeets at least oncea year toestablish
all the components of the remunerationof seniormanagement
of theCompany tosubmit for theapprovalof theBoard.
31.2The Strategic Committee may also meet whenever a Council
decision is necessary and within the competence of the
Committee.
31.3The operation of the Strategic Committee is governed by the
laws and regulations in force as well as the provisions of the
By-lawsandRulesofProcedureand inparticularArticle 18.
TITLEV–ADAPTATIONANDAMENDMENTOFTHERULES
OFPROCEDURE
ARTICLE 32 – ADAPTATION AND AMENDMENT OF THE RULES OF
PROCEDURE
These rules of proceduremay be adapted andmodifiedby decisionof
theBoard takenbyasimplemajorityofdirectorspresentor represented
at the meeting of the Board, it being specified, however, that the
provisions of these rules that describe certain statutory provisions can
onlybe changed as long as the correspondingprovisions of the articles
havebeenpreviouslymodifiedby theextraordinarygeneralmeetingof
shareholdersoftheCompany.
APPENDIX–DIRECTORS'CHARTER
PREAMBLE
LISI directors undertake to adhere to the guidelines contained in this
Charterandto implementthem.
This charter is established to allowdirectors to fully exercise their skills
and ensure the full effectiveness of the contribution of each of them
to the work of the Board of Directors, while abiding by the rules of
independence,ethicsand integritythatbindthem.
Article 1–Corporateadministrationand interests
Thedirectorshallactatalltimesinthecorporateinterestsofthecompany
and regardless of his/her mode of designation, see himself/herself as
representingallshareholders.
Article2–Compliancewithlawsandstatutes
Thedirectormust take the fullmeasureofhis/her rightsandobligations.
He/Shemust knowand respect the lawsand regulations relating tohis/
her function, and the rulesapplicable to theCompany resulting from its
statutesandtherulesofprocedureoftheBoard.
Article3–Exerciseoffunctions:guidelines
The director shall fulfill his/her duties with independence, loyalty and
professionalism.
Article 4 – Independence, conflict of interest and duty to
speak
Thedirector shall preserve inall circumstanceshis/her independenceof
analysis, judgment, decisionandaction. It is forbidden tobe influenced
byanyelementforeigntothecorporate interestshe/sheseekstouphold.
The director tries to avoid conflicts that may exist between his/her
moralandmaterial interestsand thoseof theCompany.He/She informs
theBoardof any conflict of interest inwhichhe/shemay be directly or
indirectly involved. Incaseswherehe/shecannotavoidbeing inaconflict
of interest, he/shewill refrain fromparticipating indiscussions andany
decisiononthemattersconcerned.
He/She has a duty to clearly express his/her questions and his/her
opinions and strives to convince the Board of the relevance of his/her
positions. In case of disagreement, he/she ensures that the latter are
explicitlyrecorded intheminutesoftheBoardmeetings.
