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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
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LISI 2015 FINANCIAL REPORT
2.5 Each year, the independent status of each director
shall be discussed by the Nominations Committee
and considered on a case by case basis by the Board of
Directors in light of the above criteria.
The independent status shall also be discussed at the
appointment of a new director and on the reappointment of
directors.
The findings of the review of the classification as independent
by the Board of Directors are made available to shareholders in
the report of the Chairman of the Board at the annual general
meeting of the Company.
2.6 The Board of Directors chooses among the independent
directors one lead independent director. His task is
to serve as interface between the Management of the
Company and all the independent directors. He ensures
the proper operation of the governance bodies of the
Company.
TITLE II - POWERS OF THE BOARD OF DIRECTORS, THE
CHIEF EXECUTIVE OFFICER AND DEPUTY CHIEF EXECUTIVE
OFFICERS - OPERATIONS SUBJECT TO PRIOR APPROVAL OF
THE BOARD
ARTICLE 3 – POWERS OF THE BOARD RESULTING FROM LEGISLATIVE
AND REGULATORY PROVISIONS IN FORCE
3.1 The Board of Directors determines the Company’s
business
orientations
and
ensures
their
implementation. Subject to the authority explicitly
granted to Shareholders’ General Meetings and within
the limits of the corporate objective, it rules over any
issue regarding the proper operation of the Company
and deliberates to solve the issues that concern it.
3.2 In particular and without this list being exhaustive,
the Board of Directors in accordance with laws and
regulations in force and under the conditions and in the
manner determined appropriate by the present rules of
procedure of the Board:
■■
is competent to convene the Shareholders’ General Meeting of
the Company and set its agenda;
■■
approves the strategic plan and annual budget of the Group
presented by senior management and any amendment to the
budget;
■■
prepares the separate and consolidated financial statements
and establishes the annual management report;
■■
authorizes the agreements referred to in Article L. 225-38 of
the French Commercial Code;
■■
selects the means of exercising the senior management of the
Company, in accordance with Article 13 of the bylaws;
■■
appoints or dismisses:
–– the Chairman of the Board of Directors;
–– where applicable, the Vice-chairman of the Board;
–– the CEO;
–– and if applicable, on the proposal of the CEO, the Deputy
CEO(s);
■■
determines the powers of the CEO and, where appropriate, in
agreement with the latter, those of the deputy CEO(s);
■■
can co-opt a director;
■■
sets the remuneration of the Chairman of the Board, the CEO
and, if applicable, the Deputy CEO(s);
■■
appoints the members of the committees established in
accordance with the law, the Company bylaws and these rules
of procedure;
■■
divides the directors' fees among the directors in accordance
with these rules of procedure;
■■
approves the report of theChairmanof theBoard regarding the
operation of the Board, internal control and riskmanagement;
■■
may decide on the issuance of debt securities not convertible
into shares;
■■
authorizes the CEO of the Company, with powers to
subdelegate, to provide guarantees and endorsements by
fixing, for each year, an overall cap, and if necessary, a
maximum amount per transaction.
3.3 Besides, the Board of Directors carries out any controls
or checks that it deems necessary. It verifies that each
director receives all necessary information and any
documents that it considers useful or necessary for the
accomplishment of his/her duties.
3.4 Generally, the Board:
■■
is kept informed by its Chairman, the CEO of the Company
or, if available, the Deputy CEO(s) of the Company and the
committees of the Board, of all significant events concerning
the business performance of the Company and the Group;
■■
ensures that the shareholders receive the proper information,
in particular through its verification of the information
provided to it by the management of the Company;