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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
127
LISI 2015 FINANCIAL REPORT
8.4 Except in case of emergency, the members of the Board
receive the agenda of the session of the Board with the
notice and the elements of information then available.
The entire documentation necessary for enlightening the
directors and enabling them to make an informed decision
about the items on the agenda will be supplied at least
three days before the relevant meeting, except for the July
meeting devoted to the review of interim financial statements,
where the deadline is shortened to two days because of the
particularly short deadlines provided that month to close the
said accounts.
Thus, any director may object to the review of an item that has
not been documented beforehand, except in urgent cases as
indicated above.
ARTICLE 9 – VENUE OF THE MEETINGS
Meetings of the Board of Directors take place, preferably, in the
administrative offices of the Company or in any other venue
specified in the notice.
Periodically, a meeting shall be organized in a Group
production unit so that the directors can understand what the
manufacturing conditions are and what capital expenditures
are to be made.
ARTICLE 10 – AGENDA
10.1 The Board of Directors is convened on a specific
agenda.
10.2 Each director has the freedom and responsibility to
ask the Chairman of the Board to include in the draft
agenda certain items if he/she believes that they are
the responsibility of the Board.
10.3 Once a year at least, the Board is invited by the
Chairman to conduct a review of its procedures.
ARTICLE 11 – PARTICIPATION OF MEMBERS OF THE BOARD
IN BOARD MEETINGS
11.1 Each director has the opportunity to be represented at
Board meetings by another administrator.
Each director may only represent one director during the same
session of the Board.
The proxy must be in writing, by letter, fax or email, the signed
proxy being in such a case attached to the said email.
ARTICLE 12 – USE OF MEANS OF VIDEOCONFERENCE AND
TELECOMMUNICATIONS
12.1 The members of the Board may attend the Board
meeting by videoconference or telecommunications.
12.2 In accordance with the laws and regulations in force,
this mode of participation is not applicable when
preparing the separate and consolidated financial
statements or when establishing the separate and
consolidated management reports.
12.3 This method of participation is not applicable for the
adoption of the following decisions:
■■
the appointment and dismissal of the Chairman and
Vice-Chairman of the Board of Directors;
■■
the appointment and dismissal of the CEO and, where
applicable, of the Deputy CEO(s).
12.4 The means used should enable the identification of
participants and ensure their effective participation
in the meeting of the Board, that is to say at
least transmit the participants' voice and meet the
technical requirements for continuous retransmission
and simultaneous deliberations.
12.5 The members of the Board who wish to participate
in a Board meeting by videoconference or by
telecommunications should specify it in writing to the
Chairman at least twenty-four hours before the date
of the Board meeting.
12.6 The Board members participating in the meeting by
videoconference or telecommunications are deemed
present for the quorum and majority.
12.7 The necessary steps must be taken to allow the
identification of each speaker and the verification of
the quorum.
12.8 In accordance with the laws and regulations in force,
the minutes of deliberations mentions the participation
of members of the Board by videoconference or
telecommunications. It must also state the possible
occurrence of a technical problem relating to the
videoconference or telecommunications if ever such
an incident disrupted or interrupted the course of the
session.
In case of occurrence of such an incident, the items processed
after the disruption or the interruption of the transmission will
be ruled upon again.