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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
129
LISI 2015 FINANCIAL REPORT
TITLE IV – COMMITTEES OF THE BOARD
ARTICLE 17 – STANDING COMMITTEES
17.1 The Board of Directors establishes four standing
committees:
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an Audit Committee;
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a Compensation Committee;
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a Nominations Committee;
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a Strategic Committee.
17.2 The Board may, if necessary, subsequently establish
other committees of the Board. In this case, these
rules will be amended in order to specify the duties,
resources, composition and rules of operation of
these new committees.
ARTICLE 18 – RULES COMMON TO ALL STANDING
COMMITTEES
18.1 The task of the committee is to provide in-depth
analysis and reflection through thorough discussions
of the Board and to assist in the preparation of
decisions of the latter.
The committees have no power of decision and the opinions,
proposals and recommendations that the committees submit
to the Board are not binding on it in any way.
18.2 The committee members must be directors and are
appointed personally by the Board.
A permanent representative of a legal entity that is also a
director may be designated as a member of a committee,
provided that the change of the permanent representative
causes immediate loss of membership of a committee.
18.3 The committee members may be reappointed.
18.4 A person may be a member of several committees.
18.5 Directors who would be appointed to one or more
committees shall be appointed for the term of their
directorship.
18.6 The Board may dismiss ad nutum each member of a
committee, without the need to justify such dismissal.
18.7 The Board shall appoint from among the members of
a committee the person who will serve as chairman of
such committee.
18.8 Each committee determines the frequency of its
meetings, which are held at the place indicated in
the notice, and may meet at any time at the request
of its Chairman, of a majority of its members, the
Chairman of the Board or one third of the directors.
18.9 The author of the notice sets the agenda of the
meeting.
18.10 A committee may meet only if more than half of its
members are present, by any means permitted by
the laws or regulations in force, by the provisions
of the bylaws or by those of the present rules of
procedure for the participation of Board members at
its meetings.
18.11 The opinions, proposals and recommendations of
each committee will be adopted by a majority of
members of this committee who are present.
The chairman of each committee shall have a casting vote in
case of a tie.
18.12 The Chairman of a committee may invite all
directors to attend one or more sessions of the
Committee and any other person whose presence is
useful or necessary to debate items on the agenda of
the session of the committee concerned.
Only members of a committee take part in its deliberations.
18.13 Each committee shall draw up minutes of its
meetings.
These minutes are transmitted to all members of the
committee.
18.15 In its field of competence, each committee issues
proposals, recommendations or opinions. To this
end, it may propose to the Board of Directors to
cause to conduct, at the expense of the Company,
any internal or external surveys that can inform the
deliberations of the Board.
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