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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
131
LISI 2015 FINANCIAL REPORT
20.2 In accordance with applicable laws and regulations
and the provisions of these rules, the Audit Committee
may request to proceedwith the hearing of the auditors
or hear players of the Company including members of
the senior management, and in particular the CFO.
These hearings may be held, if necessary, without the
presence of members of senior management.
20.3 In accordance with applicable laws and regulations,
the Audit Committee may, if it deems necessary,
engage into an independent investigation.
20.4 In general, the Audit Committee will be informed by
senior management of the Company and the auditors
of any event that may expose the Company, the Group
or any of the Group entities, to significant risk.
The appreciation of the significance of the risk shall be the task
of senior management of the Company or the auditors, under
their own responsibility.
ARTICLE 21 – COMPOSITION OF THE AUDIT COMMITTEE
21.1 The Audit Committee is composed of at least three
members, including its chairman.
21.2 The Chairman of the Board of Directors and, in the
event that the CEO's functions would be exercised by
a director other than the Chairman of the Board, the
CEO, cannot be members of the Audit Committee.
21.3 The majority of members of the Audit Committee,
including its Chairman, must be independent
directors, in accordance with the criteria defined in
paragraph 2.4.
The members of the Audit Committee are chosen for their
expertise in financial matters.
ARTICLE 22 – OPERATION OF THE AUDIT COMMITTEE
22.1 The Audit Committee meets at least twice a year prior
to the closing of the annual and interim financial
statements.
22.2 The Audit Committee may alsomeet whenever a Board
decision is necessary and within the competence of
the Committee.
22.3 The operation of the Audit Committee is governed
by the laws and regulations in force as well as the
provisions of the bylaws and rules of procedure and in
particular Article 18.
COMPENSATION COMMITTEE
ARTICLE 23 – TASKS OF THE COMPENSATION COMMITTEE
23.1 The Compensation Committee has the task
of formulating to the Board of Directors the
recommendations and proposals for members of the
Board who would be beneficiaries:
■■
the allocation of directors’ fees;
■■
all elements of remuneration of senior management of the
Company, including the conditions applicable at the end of
their mandate;
■■
changes or potential changes to the pension and benefit plans
covering members of senior management of the Company;
■■
benefits in kind and other pecuniary rights.
23.2 The Compensation Committee is also tasked with
formulating to the Board recommendations the
performance criteria to apply, if any, when granting
or exercising any share subscription or purchase
options, as well as when allocating free shares at
Group level.
23.3 The Compensation Committee may also issue to
the senior management of the Group opinions or
recommendations on:
■■
the executive remuneration policy;
■■
all incentive mechanisms in favor of the Group companies’
executive staff.
ARTICLE 24 – COMPOSITION OF THE COMPENSATION COMMITTEE
24.1 The Compensation Committee is composed of at least
three members, including its chairman.
24.2 The Chairman of the Board of Directors and, in the
event that the CEO's functions would be exercised
by a director other than the Chairman of the Board,
the CEO, cannot be members of the Compensation
Committee.
24.3 The majority of members of the Compensation
Committee, including its Chairman, must be
independent directors, in accordance with the criteria
defined in paragraph 2.4.