InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
Regarding employee directors ceasing to serve on the Board, they are
committed to taking thenecessary steps to ensure their independence
andensuringprofessionaldevelopment in linewiththeirskills.
Article5–Loyalty,goodfaithandreserveduty
Thedirectoracts ingood faith inallcircumstances.
He/Shedoesnottakeany initiativewhichmightharmthe interestsofthe
Companyandhe/shealertstheBoardonany itemhe/she isawareofthat
mayappeartohim/her likelytoaffectsuch interests.
He/She is committed to fully respect his/her duty of confidentiality in
respect of information and debates in which he/she participates and
respects the confidentiality of all information provided to him/her in
connectionwithhis/her functions,as indicated intherulesofprocedure.
He/She shall not use any inside information towhichhe/shemay have
access forpersonalgainor for thebenefitofanyone. Inparticular,where
he/sheholdsnon-public information regarding theCompanywherehe/
sheexerciseshis/hertermofoffice,he/sherefrainsfromusing ittodealor
causeathirdpartytodeal inthesecuritiesthereof.
Article6–Professionalismand involvement
Directorsundertake todevote thenecessary timeandattention to their
duties.
They inquire about the jobs and the specifics of the company, its
challengesand its values, includingbyquestioning its leadersand strive
toobtain ina timelymanner theelements theyconsidersessential tobe
informedandabletodeliberateknowinglyontheboard.
They takepart inboardmeetings regularlyanddiligentlyandattend, to
theextentpossible, thegeneralmeetingsofshareholders.
To assist them in their task, the Company, upon appointment, offers
them an integration program allowing them to better understand the
variouslinesofbusinessofthegroup,itsorganization,itscommercialand
technical issuesand industrialprocesses.
Thisprogrammay include inparticularthevisitofaproductionsite.
Article7–Participation intheworkoftheBoard
Thedirectors contribute to the collegialityandefficiencyof theworkof
theBoardand theBoard committees. Theymakeany recommendation
they find likely to improve the working methods thereof, especially
duringtheperiodicevaluationoftheBoard.
Theyaccepttheevaluationoftheirownactionsontheboard.
They ensure, alongwith the other boardmembers, that the inspection
tasks are completed effectively and without hindrance. In particular,
they ensure that procedures are in place in the company's procedures
formonitoringcompliancewith lawsandregulations in letterandspirit.
They ensure that the positions adopted by the Board, particularly as
regards theapproval of theaccounts, the strategicplan, thebudget, the
resolutions tobe submitted to the generalmeeting and the important
issues concerning corporate life, are the subject of formal decisions,
properlymotivatedandtranscribed intheminutesof itsmeetings.
Article8–Obligationsregardingtheholdingofsecuritiesof
theCompany
Aspartoftheserulesandtocomplywiththegovernancerulesestablished
by AFEP-MEDEF, each director, other than employee representatives,
agreestoacquireanumberofsharescorrespondingtoayear'sattendance
feesandretainthem inregistered form.
Inaccordancewiththe lawsandregulations inforce,eachmemberofthe
BoardofDirectors:
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undertakestocomplywiththereportingobligationsvis-à-vistheAMF;
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alsoundertakesto immediately informtheCompanyofanyacquisition,
sale, subscriptionor exchange of shares of theCompany aswell as of
related financial instruments, whether the operation is carried out
directly or indirectly, by persons closely associatedwithmembers of
theBoardofDirectors inaccordancewith lawsandregulations inforce.
In addition,members of the Board andpersons related to themunder
applicable lawsand regulations shouldnot trade in the securitiesof the
Company:
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duringthe30calendardaysprecedingthedateofpublicationofannual
and interimconsolidatedresults;and
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during the 15 calendar days preceding the date of publication of
quarterlyrevenue.
