Documents specifictotheAnnualGeneralMeeting
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LISI 2014FINANCIALREPORT
1
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ReportbytheChairman
oftheBoardofDirectors
In accordance with the provisions of Article L 225-37 of the French
Commercial Code and the recommendations of the French financial
markets authority (AMF), this report sets out the composition of the
Board and the principle of equal representation of men and women,
theconditionsgoverning thepreparationandorganizationof theBoard
of Directors’ work, limitations to the Chief Executive Officer’s power,
theprinciples and rules governing the settingof the compensationand
benefits inkindgrantedtothecorporateofficersaswellas internalaudit
procedures implementedwithintheGroup.
LISI refers to the corporategovernance code for listed companiesof the
AFEP-MEDF in its June 2013 version, available on the MEDEF website
). Suchmembershiphasbeenconfirmedby theBoard
ofDirectors. .
In order not to overload this report, the invariant part of the elements
referred to in Article L.225-37 of the Commercial Code relating to
corporategovernanceand internal audit isdescribed inChapter 7of the
AnnualReport filedwiththeAMF.
SuchChapter 7 setsout theprinciples, the statutoryprovisions, thoseof
the internal rules of the Board and committee charters that define the
tasks, compositionand rulesof operationof theBoardand its specialist
committees.
This reportdescribes thechangesandevents thatoccurredduring fiscal
2014thataresubjecttothe legalprovisionsmentionedabove.
Thisreportwassubmittedto,andapprovedby, theBoardofDirectorson
February19,2015.
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Preparationandorganization
of theBoardofDirectors’ tasks
The Board of Directors sets out the company’s business policies and
ensuresthattheyarefollowed.TheBoardofDirectorsalsocarriesoutany
auditsorchecksthat itdeemsnecessary.
1.1.1Organization
InDecember2013, theBoardcreatedaNominationsCommittee,distinct
fromtheRemunerationsCommittee,toconsidertherenewalofdirectors’
mandatesandtheappointmentofnewdirectors.
LISI’s Board of Directors therefore now incorporates four specific
committees– theRemunerationsCommittee, theAuditCommittee, the
Strategic Committee and theNominations Committee– the first three
responsible foroverseeing theworkof theGeneralManagement ineach
of its threedomains. Eachcommitteewill submit a reporton theirwork
to theBoardofDirectorsThe roleandcompositionof theseCommittees
are described inChapter 7 of the Annual Report onGovernance of the
Company.
1.1.2Composition
The Board of Directors represents the shareholders of the Company;
its composition aims to complywith the various balances of interests.
Thememberswere chosen for their skills andknowledgeof the various
markets inwhichtheGroupoperates.
Since theGeneralMeetingof April 23, 2014, the Boardof Directors has
comprised thirteen members, nine of whom belong to the majority
family groups, and threeofwhom are independent under the terms of
the AFEP/MEDEF Code (of corporate governance). The final member,
havingbeenadirectoroftheCompanyformorethan12years in2014,can
no longerbedeemed independent.
The nomination of three new female directors was proposed and
accepted by the same General Meeting of April 23, 2014. The Board
is therefore currently composed of four women and nine men, the
proportionofwomenmembersoftheboardstandingat31%.
AreferentdirectorwasappointedatthemeetingofBoardofDirectorsof
April 27, 2011.His task is to serveas interfacebetween theManagement
oftheCompanyandallthe independentdirectors.Heensurestheproper
operationofthegovernancebodiesofthecompany.Thisreferentdirector
was chosenamong the independent directors in thepersonofMs. Lise
Nobre.
1.1.3Operatingproceduresfortheperiod
Forthe2014 financialyear, theBoardmet fivetimes.
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At themeetingof February 20, 2014, duringwhich the non-executive
directorswere able tomeet in the absenceof executivedirectors, the
BoardsignedofftheLISIGroup’sfinancialstatementsandconsolidated
financial statements. Inparticular, theBoarddecided topropose to the
General Meeting; the appointment of three new female directors, a
statutorychangetolimitdirectors’mandatestoatermoffouryearsand
thedivisionby fivethenominalvalueofLISIshares.
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At themeeting of April 23, 2014, the Board approved in principal the
acquisition of the Manoir Aerospace Group by the LISI AEROSPACE
divisionofLISIunderthefinancialandeconomictermsproposedbythe
group’sgeneralmanagement; italsoset the final sharepricesubject to
performanceconditionsoftheallocationplanof July28,2011.
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At the meeting of July 24, 2014, the Board decided to create a
NominationsCommitteeandapprovedamendments to theCompany
RulesofProcedure.
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AtthemeetingofOctober23,2014,thedirectorsvisitedthreeproduction
sitesaswell as thenewheadquartersof theLISIAUTOMOTIVEdivision
in Franche-Comté During this meeting, the Board’s annual review
approved the strategic plans of the Group. They established a new
performanceshareplanandadoptedregulations indicatingtheprecise
performancecriteriatobemet.
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At themeetingofDecember 18, 2014held topresent the2015budget,
theBoard reviewed its corporategovernance function.On the subject
of the proportion of independent directors within it, the Board
of Directors found there to be a deviation from the AFEP-MEDEF
(CorporateGovernance) Code towhich theCompany is bound. Itwas
thereforedecidedtoappointtwonew independentdirectorswithinthe
nexttwoyearstorectifythissituation.
