Documents specifictotheAnnualGeneralMeeting
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LISI 2014FINANCIALREPORT
I
143
1.1.4Preparationoftasks
PriortoeachBoardmeeting,participantsreceiveafilethathasbeenduly
documented so that theymay adequately prepare for themeeting. As
part of the continuous improvement of theBoard'soperatingmethods,
thesedocumentsmustbesubmitted to thedirectorsat least threedays
beforethemeeting.
Meetings on the subject of compensation are accompanied by a
presentation by the Compensation Committee. Such Committee met
twice in2014,withanattendancerateof100%of itsmembers.
Meetings relative to the approval of annual and half-yearly financial
statementsareaccompaniedbyapresentationby theAuditCommittee.
SuchCommitteemettwice in2014,withanattendancerateof66%of its
members.
Meetingsdealingwithstrategicissuesareaccompaniedbyapresentation
by theStrategicCommittee. SuchCommitteemetonce in2014,withan
attendancerateof100%of itsmembers.
1.1.5Decision-makingprocess
There has been no addition to the Board's decision-making process
during fiscal 2014, the specific rules of suchprocess beingdescribed in
Chapter7oftheAnnualReport.
1.1.6Boardassessment
In accordance with the practices recommended in the AFEP-MEDEF
Code, theBoard conducts a formal self-assessment process every three
years to ensure it meets the expectations of shareholders that have
appointed it tomanage the company. This self-assessment wasmade
fortheyears2011and2012basedonasurveycompletedbyeachdirector
that showed several areas of improvement that were eventually
addressed.At itsmeetingofDecember 18,2014, theBoarddecided to fix
thenextself-assessmentof itseffectivenessat themeetingofDecember
2015.
1.2
|
Limitationof theauthority
of theGeneralManagement
The General Management has the broadest powers to manage the
Companywithin the limits of those conferredby lawand thebylaws to
theBoardofDirectors.
1.3
|
Management structure
By a decisionof the Boardof Directors dated February 19, 2009, it was
agreed that the functions of Chairman and Chief Executive Officer
would not be separated andwould be performed byMr. Gilles Kohler.
The presence of directors, majority or independent shareholders, as
well as a referent director, has enabled the Board to consider that
such combination of the offices of Chairman and Chief Executive
Officer remained consistent with the protection of the interests of
all shareholders, especially minority shareholders, and suited to the
company's lineofbusiness.
TheChairmanandChiefExecutiveOfficerrelyupon:
1) AManagement Committee of 7 people which meets monthly to
reviewmajor issuesaddressedbytheGroup,
2)An Executive Committee comprising themanagers of the divisions
and internalaudit,atotalof14peoplewhomeetquarterlytomakea
progressupdateonthemainareas for improvement.
1.4
|
Compensationandbenefits inkind
The principles and rules governing corporate officers’ compensation,
whichare submittedand suggested to theBoardby theCompensation
Committee each year, are detailed in Chapter 7 of the Annual Report,
which deals with the corporate governance policy. It describes in
particular the information referred to in Article L.225-100-3 of the
CommercialCodeandtablesprescribedbytheAFEP/MEDEFcode.
1.5
|
Internalauditrepository
The Internal Audit Department developed in 2011 a new internal audit
repository, which is based on a self-declaratory questionnaire with
130 questions showing all the processes in the internal audit manual:
Purchases, Capital Expenditures, Sales, Inventories, Cash, and Human
Resources.
Audits havebeenused since 2012 to validate (or invalidate) the level of
internalauditachieved ineachofthebusinessunits; theyhavecontinued
throughoutthewholeof2014with18audittaskscompleted.
Thus, we note that the level of internal audit has improved in 2014,
reflectingtheadoptionofrecommendationsandauditcommentswhich
havebeenthesubjectofcorrectivemeasures:
1) Favorableprogress in the level of internal audit of the 36 LISIGroup
sitesalreadyassessed in2013:
–– 19sites(asagainst12 in2013),achievingascoreabove90%(expressed
asapercentageof thenumberof compliances against thestandard
reference)
–– 13sitesachievedascorebetween80%and90%
Makingatotalof32sitesscoringabove80% (asagainst31 in2013)
–– Of the four remaining sites (as against five in 2013), three saw their
scores increase,nearing theminimum levelof internal audit fixedat
80%, i.e.77%,78%and79%respectively.
2)The consolidated score – on a like-for-like basis, i.e. without the
Manoir Aerospace group – increased to 88.5% from 87.3% in 2013.
Thiswasageneral improvement:allprocessesshowedprogress.
In the courseof the secondhalf of 2014, the Internal AuditDepartment
deployed its Internal Audit Questionnaire across all entities of Manoir
Aerospace,soas immediatelytoestablishapreliminarymeasuringpoint.
Twoof them– the largestbysize– returnedscoresof75%and79%.The
third scored 68%. In 2015, therefore, the necessary action plans were
launchedtoachievethe levelof80%assoonaspossible.
