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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE

122

LISI 2015 FINANCIAL REPORT

(in €'000)

Ernst & Young

Exco Cap Audit

Foreign auditors

Amount

Amount

Amount

N

N-1

N

N-1

N

N-1

Audit

Auditors, certification, review of individual and consolidated financial statements

– Holding company

35

33

31

33

– Fully consolidated subsidiaries

707

721

205

255

144

92

Other due diligence and services

– Holding company

16

16

– Fully consolidated subsidiaries

78

215

10

2

1

1

Sub-Total

836

984

245

290

145

93

Other services rendered by the networks to the fully consolidated subsidiaries

Legal, tax, and social

Miscellaneous services

Sub-Total

TOTAL

836

984

245

290

145

93

2

/

CORPORATE GOVERNANCE

LISI is a "

société anonyme

" (limited company) with a Board of

Directors, governed by French law, in particular the provisions

of Book II of the Commercial Code, and a number of provisions

of the regulatory section of the French Commercial Code. The

Company has set up measures aiming to comply with the

market recommendations regarding the corporate governance

principles (refer in particular to the Board Chairman's report).

The LISI Group is a member of the AFEP-MEDEF corporate

governance code, whose recommendations it meets, except for

those set out in paragraph 2.10 of this chapter, in accordance

with the “Apply or explain” rule of the AFEP-MEDEF Code. Such

membership has been confirmed by the Board of Directors.

At its meeting of February 17, 2016 and in accordance with the

Company's bylaws, LISI's Board of Directors implemented the

decision it had taken and announced on October 21, 2015 to

separate the functions of Board Chairman from those of Chief

Executive Officer and to appoint a Deputy CEO.

Thus, as fromMarch 1

st

, 2016:

■■

Gilles Kohler, previously Chairman & CEO of the Company,

is no longer its CEO but retains his non-executive function

as Chairman of the Board of Directors. In this role, he is in

charge of the Company's governance, contributes to the

formulation of strategy and oversees Group internal control.

■■

Emmanuel Viellard, previously Deputy Chairman & CEO, is

now in charge of the Group's senior management. His main

duties are to draw up Group strategy and present it to the

Board of Directors for approval, oversee the implementation

of the strategy once approved by the Board, manage the

Company and its divisions, and ensure its development,

cohesion and long-term sustainability.

■■

Jean-Philippe Kohler has been appointed Deputy CEO

alongside Emmanuel Viellard and remains in charge of the

Group internal auditing, now extended to finance, safety,

environment and industrial management. He also retains

responsibility for managing and coordinating Group Human

Resources.

Moreover, at this meeting, the Board appointed independent

director Lise Nobre to the post of Vice-Chair, to back Gilles

Kohler on corporate governance issues.