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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
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LISI 2015 FINANCIAL REPORT
ARTICLE 25 – OPERATION OF THE COMPENSATION COMMITTEE
25.1 The Compensation Committee meets at least
once a year to establish all the components of the
remuneration of senior management of the Company
to submit for the approval of the Board.
25.2 The Compensation Committee may also meet
whenever a Board decision is necessary and within
the competence of the Committee.
25.3 The operation of the Compensation 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.
NOMINATIONS COMMITTEE
ARTICLE 26 – TASKS OF THE NOMINATIONS COMMITTEE
The Nominations Committee has the following missions:
■■
to assist the Board in selecting members of the Board of
Directors, members of the committees of the Board and the
Chairman, the CEO and, if appropriate, the Deputy CEOs;
■■
to select potential members of the Board who meet the
independence criteria and to submit the list to the Board;
■■
to prepare the succession of members of senior management
of the Company.
ARTICLE 27 – COMPOSITION OF THE NOMINATIONS COMMITTEE
27.1 The Nominations Committee is composed of at least
three members, including its chairman.
27.2 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 Nominations
Committee.
ARTICLE 28 – OPERATION OF THE NOMINATIONS COMMITTEE
28.1 The Nominations Committee may also meet whenever
a Board decision is necessary and within the
competence of the Committee.
28.2 The operation of the Nominations 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.
STRATEGIC COMMITTEE
ARTICLE 29 – TASKS OF THE STRATEGIC COMMITTEE
29.1 The Strategic Committee ponders and expresses its
opinion on:
■■
the strategic direction of the Company and the Group;
■■
the Group's development policy.
29.2 The Strategic Committee reviews and examines:
■■
draft strategic agreements and partnership projects;
■■
the acquisitions and the growth transactions affecting
the Group's structures, including proposed acquisitions of
significant assets; significant presence in France or overseas
projects;projectstocreatesignificantsubsidiaries;theplanned
investments or disposals of significant shareholdings and
generally any significant project of any nature whatsoever.
A project presented by senior management is material when
the financial exposure of the Company or the Group exceeds
the sum of €15 million.
29.3 In general, the Strategic Committee gives its opinion
on any other strategic issues the Board of Directors
submits it.
ARTICLE 30 – COMPOSITION OF THE STRATEGIC COMMITTEE
TheStrategicCommittee is composedof at least threemembers,
including its chairman.
The senior management of the Group is part of the Strategic
Committee.
ARTICLE 31 – OPERATION OF THE STRATEGIC COMMITTEE
31.1 The Strategic Committee meets at least once a year to
establish all the components of the remuneration of
senior management of the Company to submit for the
approval of the Board.
31.2 The Strategic Committee may also meet whenever
a Council decision is necessary and within the
competence of the Committee.
31.3 The operation of the Strategic 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.