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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
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LISI 2015 FINANCIAL REPORT
TITLE III - OPERATION OF THE BOARD
ARTICLE 6 – ROLE OF THE CHAIRMAN OF THE BOARD
6.1 The Chairman of the Board of Directors or, if applicable,
the Vice Chairman of the Board, organizes and directs
the work of the Board and reports to the Shareholders’
General Meeting of the Company.
6.2 The Chairman of the Board of Directors proposes to
the Board of Directors to appoint the Secretary of the
Board.
The Secretary of the Board is not required to be amember of the
Board. If the Secretary is not a member of the Board, he/she is
nevertheless subject to the same confidentiality obligations as
the members of the Board of Directors.
6.3 The Chairman of the Board ensures the proper
operation of the Company's bodies, particularly the
committees of the Board.
6.4 The Chairman of the Board ensures that the members
of the Board are able to fulfill their duties, especially
in committees.
6.5 The Chairman of the Board is at every opportunity
available to the members of the Board who may submit
any question about their duties.
6.6 The Chairman of the Board ensures that its members
devote the time necessary to issues relating to the
Company and the Group.
6.7 The Chairman of the Board is the only individual who
can speak on behalf of the Board.
6.8 In accordance with the laws and regulations in force,
the Chairman of the Board reports in a report to the
Shareholders’ General Meeting of the Company:
■■
the composition of the Board;
■■
the conditions applicable to the preparation and organization
of the Board's work;
■■
the internal control and risk management procedures in
place, detailing notably the procedures relating to the
preparation and processing of accounting and financial
information for the Company's separate and consolidated
financial statements.
ARTICLE 7 – FREQUENCY OF THE BOARD MEETINGS
7.1 The Board of Directors meets at least five times a year
and as often as the interests of the Company require.
7.2 The number of meetings of the Board and meetings of
committees of the Board held during the year must be
indicated in the report of the Chairman of the Board to
the Shareholders’ General Meeting, which must also
give shareholders all material information regarding
the participation of members of the Board in these
sessions and meetings.
7.3 Once a year at least, the directors meet without the
presence of the executive members of the Company.
At this meeting, they may request the presence of the
auditors or any other person to collect the information
necessary for the proper performance of their duties.
ARTICLE 8 – NOTICES OF MEETINGS OF THE BOARD AND
RIGHT TO INFORMATION
8.1 The Board is convened by the Chairman of the Board or,
in his absence, the Vice-Chairman.
8.2 At least one third of the directors may ask the
Chairman to convene the Board on a specific agenda
if the Board has not met for more than three months.
The CEO or, where appropriate, a Deputy CEO, may also ask
the Chairman to convene the Board of Directors on a specific
agenda.
In both cases, the Chairman of the Board is bound by the
requests made to him/her and has to convene the Board within
seven days of the request. This period may be shortened in case
of emergency.
8.3 Meetings are called by any written means. The deadline
for convening the Board of Directors is fifteen calendar
days. This period may be shortened in case of justified
emergency.
The Board may deliberate in the absence of notice if at least
three-quarters of its members are present or represented.