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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE

120

LISI 2015 FINANCIAL REPORT

So as to be able to benefit from the tax break as regards

inheritance and gift tax, the Compagnie Industrielle de Delle,

Mr. Gilles Kohler, Mr. Jean-Philippe Kohler and Mr. Emmanuel

Viellard have individually made a commitment to keep their

shares in LISI S.A. for a period of two years. This commitment

will be tacitly renewable by periods of one year, year on year.

On the date of this document, these commitments made under

Article 885 I bis and Article 787 B of the French General Tax

Code have been kept.

It is also stated that CIKO holds 48,030 CID shares for a total

value amounted to 159,495 shares at December 31, 2015.

1.3.2 LISI S.A. shareholding

The latest TPI analysis (“Identifiable bearer security”),

conducted on February 4, 2015, identified 2,263 shareholders on

the floating capital, which accounted for approximately 29.9%

of the total number of shares out of a total floating capital of

30.7%. At that date, the breakdown was as follows:

■■

French institutional investors: 118 holding 10.1% of the share

capital;

■■

International institutional investors: 138 holding 18.2% of the

share capital;

■■

French and international individual shareholders: 2,145

holding 1.5% of the share capital.

1.3.3 LISI S.A. treasury shares

As at December 31, 2015, LISI S.A. held 1,233,252 of its own

shares, or 2.3% of the share capital. No shares were cancelled.

These shares are primarily intended to be used in the form of

performance shares, as described in paragraph 2.7.2.2.

1.4

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RELATIONSHIP BETWEEN THE COMPANY AND

ITS SUBSIDIARIES

LISI S.A. operates as a holding and support company for its

subsidiaries. It manages its portfolio of interests, the funding of

its operations and those of its subsidiaries, as well as exchange

rate, interest rate and liquidity risks. If necessary, it can also

grant loans to its subsidiaries and centralize the Group’s

cash flow surpluses, within the scope of a cash management

agreement. These operations are charged at the market price

plus a margin.

InFrance, LISI S.A. is theparent companyof aGroupconsolidated

for fiscal purposes. In accordance with the express provisions

of the French Fiscal Consolidation Agreement, tax credit is

retained by the parent company, and companies are not entitled

to compensation should they leave the consolidation perimeter.

LISI S.A. offers its subsidiaries a number of services and skills

relating to central functions, such as legal and fiscal support,

financial support, management controls, procedures and

audits, insurance management and assistance with human

resources, health, safety, and environmental matters. The

three divisions pay LISI S.A. a normal level of compensation

for these services, based on the operating expenses incurred

for the period, multiplied by a coefficient; these charge-backs

are broken down proportionally to each division's added value.