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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE

130

LISI 2015 FINANCIAL REPORT

It reports to the Board of Directors, through the voice of its

Chairman or, in his absence thereof of any other member

designated for this purpose, its work at each meeting of the

Board of Directors.

18.16 Each committee rules as necessary on its other

operating procedures.

Each committee periodically ensures that its rules and operating

procedures allow it to assist the Board of Directors to deliberate

validly on the issues of its competence.

AUDIT COMMITTEE

ARTICLE 19 – DUTIES OF THE AUDIT COMMITTEE

19.1 The Audit Committee's primary duties include

reviewing the accounts and monitoring the issues

relating to the preparation and control of accounting

and financial information.

As such, it is responsible for:

■■

reviewing the draft separate and consolidated financial

statements, interim and annual, before submission to the

Board, including ensuring the relevance and consistency

of the accounting methods adopted to prepare the separate

and consolidated financial statements and examining any

difficulties encountered in the application of the accounting

policies;

■■

reviewing the financial documents issued by the Company

upon closing the annual and interim financial statements;

■■

assessing the reliability of the systems and procedures that

contribute to the preparation of financial statements and the

validity of decisions taken to handle significant transactions;

■■

monitoring the legal verification of the annual financial

statements and consolidated financial statements by the

auditors.

19.2 The Audit Committee also has the task of verifying

the effectiveness of the internal control and risk

management systems of the Company.

As such, it is responsible for:

■■

reviewing, with the heads of the Group's internal audit, the

organization of internal control, its functioning and the

procedures in place;

■■

examining, with the heads of the Group's internal audit:

–– the recommendations and objectives regarding internal

control,

–– the monitoring of interventions and actions by the officials

concerned within the Group;

■■

reviewing the results of the internal audit;

■■

checking that the procedures used by the internal audit that

contribute to the Company's financial statements accurately

reflect the reality of the Company and comply with its

accounting rules;

■■

reviewing the adequacy of the analytical and risk monitoring

procedures, ensuring the establishment of a process of

identification, quantification and prevention of major risks

arising from the Group's activities;

■■

examining the draft report of the Chairman of the Board of

Directorson internal control and riskmanagement procedures.

19.3 The Audit Committee is also responsible for checking

the effectiveness of the external control of the

Company.

As such, it is responsible for:

■■

issuing a recommendation on the auditors proposed for

appointment by the Shareholders’ General Meeting of the

Company;

■■

ensuring the independence of the Company's auditors;

■■

ensuring the adequacy of the remuneration of the auditors of

the Company for the actual accomplishment of their task, a

remuneration that should be sufficient so as not to undermine

their independence and objectivity;

■■

reviewing each year, with the auditors, their intervention

plans, the conclusions of their interventions, their

recommendations, and the way they are adhered to.

19.4 The Audit Committee regularly reports to the Board of

Directors on the performance of its duties and informs

it promptly of any difficulties encountered. These

reports are the subject of records provided to directors

at the relevant meetings of the Board of Directors.

ARTICLE 20 – MEANS AVAILABLE TO THE AUDIT COMMITTEE

20.1 In accordance with applicable laws and regulations

and the provisions of the bylaws and these rules, the

Audit Committee in general and each of its members

in particular may request copies of information they

find relevant, useful or necessary for the performance

of their tasks.