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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
128
LISI 2015 FINANCIAL REPORT
12.9 The Board members participating by videoconference
or telecommunications shall sign the minutes of the
deliberations at the next session.
ARTICLE 13 - RULES RELATING TO THE ADOPTION OF
DECISIONS
13.1 Voting
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Voting is by a show of hands.
■■
If a Director so requests, the Board shall organize a recorded
vote or a secret ballot.
■■
If requests for a recorded vote and a secret ballot are submitted
for the same item, secret ballot voting takes priority.
13.2 Majority requirements
■■
Decisions are taken by a majority of the members present or
represented at the vote. In case of a tie vote, the Chairman has
the casting vote.
■■
Pursuant to Article 11 of the bylaws, resolutions shall be taken
by a three-fourths majority vote of the members present or
represented, as regards the following questions:
–– calculation of amortization and depreciation expenses and
of provisions, notably for the calculation of provisions for
impairment in value of acquisitions;
–– proposals to be made at the Ordinary Shareholders’ General
Meeting for the appropriation of the results of the past year;
–– text of resolutions to be submitted to an Extraordinary
General Meeting;
–– replacement of a deceased or resigning director.
ARTICLE 14 – THIRD PARTY PARTICIPATION IN BOARD
MEETINGS
Invitations
14.1 Depending on the issues on the agenda, the Chairman
of the Board may decide, in particular on a proposal
a Board member, to invite any person he/she deems
useful, whether or not an employee of the Company, to
present a case or to inform the preparatory discussions
prior to the deliberations.
Auditors
14.2 The auditors are mandatorily invited to all Board
meetings during which are reviewed the annual or
interim financial statements, whether consolidated
or not.
14.3 The auditors may be invited to any Board meeting.
14.4 The auditors are convened at the same time as the
members of the Board, but their notice is sent by
registered letter with acknowledgement of receipt
when their participation is mandatory.
Confidentiality obligation
14.5 In case a third party who is not a member of the Board
is invited at a Board meeting or to the preparatory
work for such a meeting, the Chairman of the Board
shall remind him of his obligations of confidentiality
on information gathered at the Board meeting or prior
to it.
ARTICLE 15 – ATTENDANCE RECORD – MINUTES
15.1 An attendance record is held which is signed by the
members of the Board attending the meeting of the
Board.
15.2 The draft of the minutes of the previous deliberations
of the Board are sent or provided to all members of the
Board at the latest together with the notice convening
the next meeting.
ARTICLE 16 – DIRECTORS’ FEES PAID TO MEMBERS OF THE
BOARD
14.1 In accordance with legal and regulatory provisions
and the provisions of the bylaws of the Company,
the Shareholders’ General Meeting may allocate
to the members of the Board, as remuneration for
their activity, as attendance fees, an overall annual
sum. This amount is proposed by the Compensation
Committee and submitted to the Shareholders’
General Meeting by the Board.
14.2 An equivalent amount of attendance fees is set for
each Board or Committee meeting. This amount is
allocated to the directors based on their attendance
at meetings of the board or the committees to which
they belong.