Consolidated financial statements
1
3
LISI 2014FINANCIALREPORT
I
67
2.7.2Share-basedpayments
2.7.2.1Sharepurchaseoptions
Stock options are awarded to directors and certain employees of
the Group. In accordance with IFRS 2, "Share-Based Payment", these
instruments result in the provision of shareholders’ equity instruments
and aremeasured at grant date. TheGroupuses thebinomialmethod
tomeasurethem.
2.7.2.2Awardofperformanceshares
Actingon the recommendationof theCompensationCommittee, LISI's
Board of Directors decided, on July 26, 2011, to allocate performance
shares tomembersof theExecutiveCommitteeand tomembersof the
mainManagementCommitteesforthethreeLISIGroupdivisions,subject
to theirmeeting certainperformance targets: theachievement of these
criteriaat theendof 2013, namely theGroupRNAand thedivisionRNA,
has ledtotherealizationofthisplanovertheyear2014,upto70%forLISI
SA, 80% for theLISAEROSPACEdivision, 35% for theLISIAUTOMOTIVE
division, and20% forLISIMEDICALdivision.The final costwasallocated
tothedivisions.
Similar planswere set up in 2012, 2013 and 2014 to the extent that the
BoardofDirectorsofOctober24,2012,October24,2013,andOctober23,
2014, renewedtheopeningofanewplanundersimilarterms.
The fair value of these benefits is recognized in the income statement
linearlyoverthevestingperiod.
The fair value of the benefits thus granted is recognized in 2014 in
Payroll expenses for €1.2M for theemployeesof theFrench companies,
against shareholders' equity, and for €0.5 M for the employees of
foreign companies, against social liabilities. This costwas not allocated
todivisions, and remains anexpenseat the LISI S.A. level until the final
completionoftheplan.
2.7.3Related-partyinformation/Remunerationofmembersof
managementbodies
2.7.3.1Related-party information
Related parties include the parent company, company managers,
directors and boardmembers. There is no other jointly-owned entity
or entity recognizedbyequitymethod, or joint shareholder, orbusiness
under jointcontrolorsignificant influencewithwhichtheLISIGroupmay
havecarriedouttransactionsworthyof investigation.
The only relationship of the Group with its parent company (CID) is
throughthecapitalholding.Ontheotherhand,LISIS.A.providessupport
to itssubsidiaries inthe fieldsofaccounting, finance, strategyand law.
2.7.3.2Remunerationofmanagersanddirectors
Expenses
for the period
Liabilities
At
12/31/2014
(In€'000)
2014
2013
Grossshort-termbenefits
(salaries,bonuses,etc.)
1,055
1,030
Post-employmentbenefits
(IFC)
463
325
463
Other long-termbenefits
Terminationbenefits
Equitycompensationbenefits
151
133
151
Totalcompensation
1,670
1,488
614
Themaindirectorswill receive remuneration in the form of short-term
benefits, post-employment benefits and share-based payments. With
regardtothiscategory, in2013and2014bothdirectorsofLISIS.A.received
performanceshares inaccordancewiththesametermsandconditionsas
othermembers of the divisional Executive Committees; two additional
conditionsare imposedupon them, namely, toacquire650 sharesof the
company for the 2013Planand600 shares of the company for the 2014
plan at the end of the vesting period, and to keep in registered form a
share of actions that have been granted free (1,000 shares for the 2013
plan, and600 shares for the2014plan) upuntil theendof their termof
office.
Concerning the retirement gratuities, no specificbenefit is contractually
agreedupon,apart fromthe legal retirementgratuity.
2.7.4Commitments
The Group draws up annually a detailed list of all contractual
commitments, financial and commercial commitments, and contingent
liabilities towhich LISI S.A. and/or its subsidiaries are party or exposed.
This list isregularlyupdatedbythedepartmentsconcernedandreviewed
byGroupManagement. Inorder to ensure that the informationon this
list iscomplete, accurateandconsistent, special controlprocedureshave
been implemented, including inparticular:
■■
The regular examination of the minutes of Shareholders’ General
Meetings, Board Meetings, associated Committees that deal with
contractualcommitments,disputesandauthorizationsforthepurchase
ordisposalofassets;
■■
Review of sureties and guarantees as well as loan agreements and
any other banking commitments, in conjunctionwith the banks and
financial institutions;
■■
Review, together with both internal and external legal counsels, of
dispute and legal proceedings before the courts, environmental
questions,andthemeasurementof liabilitiesthatmightarise;
■■
Examinationof tax inspectors’ reports and reassessment notices from
previous financialyears;
