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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
123
LISI 2015 FINANCIAL REPORT
2.1
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RULES OF PROCEDURE*
ARTICLE 1 – PURPOSE OF THE RULES OF PROCEDURES
1.1 The members of the Board of Directors are subject to
the laws and regulations in force and to the bylaws of
the Company.
1.2 These rules of procedure are intended, in the interest of
the members of the Board of Directors of the Company
and its shareholders:
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to remind the members of the Board of their different duties;
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to complete the legal and regulatory rules and by-law
provisions, in order to clarify the operating procedures of the
Board of Directors.
1.3 These rules of procedure shall be binding on all
members of the Board of Directors.
If a member of the Board is a legal person, the provisions
of these rules of procedure shall apply to its permanent
representative as if he/she was a member of the Board in his/
her own name, without prejudice to the obligation for the legal
entity he/she represents to comply with the obligations set out
in these rules of procedure.
1.4 All members of the Board are deemed, upon taking
office, to adhere to these rules of procedure and shall
abide by all of their provisions.
1.5 A copy of these Board of Directors' rules of procedure
shall be given to each director, Chief Executive Officer
and, if applicable, to each Deputy CEO at the time of
their appointment.
TITLE I - COMPOSITION OF THE BOARD
ARTICLE 2 – COMPOSITION OF THE BOARD
2.1 The Board of Directors is composed of at least three
members and at most 18 members, to which can
be added, if applicable, employee representatives
appointed in accordance with legal provisions.
2.2 The directors may be:
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natural persons;
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legal entities. In this case, they must, upon appointment,
designate a permanent representative, subject to the same
conditions and obligations and who shall have the same
responsibilities as if he/she were a director in his/her own
name, without prejudice to the joint liability of the legal entity
he/she represents.
2.3 At least one third of directors must be independent
members.
In general, is considered independent any director who has no
relationship of any kind with the Company, the Group or its
senior management, that could compromise the exercise of his
freedom of judgment.
2.4 A director is considered independent when he/she
meets all of the following conditions:
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he/she was not, in the five years preceding his/her first
appointment as a corporate officer of the Company, an
employee or officer of the Company or a Group company and
was not, at the time of his/her appointment, an employee of
the Company or an employee or officer of a Group company;
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he/she is not a corporate officer of a company in which the
Company directly or indirectly holds a directorship or is a
member of the supervisory board;
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he/she is not a major client, supplier, investment banker or
financial banker significant for the Company or its Group,
or for whom the Company or its Group represents a major
portion of business;
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in respect of the directors exercising functions in one or
several banks, they should not have participated (i) in the
preparation or solicitation of service offerings by one of the
banks from the Company or a Group company (ii) in the work
of one of these banks in case of execution of a mandate given
to the bank by the Company or a Group company or (iii) in a
vote on any resolution concerning a project in which the bank
concerned would or could be concerned as an advisor;
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he/she has no close family ties with a corporate officer of the
Company or a Group company;
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he/she has not been auditor of the Company over the last five
years;
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he/she has not been a member of the Company's Board for
over twelve years, provided that the loss of independent
membership will intervene only after the expiry of the term
during which the period of twelve years has been exceeded;
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he/she is not a major shareholder of the Company.
The Board of Directors may, however, consider that a
director, although not fulfilling any of the above criteria, can
still be classified as independent given his/her particular
circumstances. In this case, the Board will explain its decision
in the annual report presented to the meeting of shareholders.
* The present rules of procedure dated of July 24, 2014 will be modified in 2016 following the decisions taken by the Board of Directors during the session of
February 17, 2016.