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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
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LISI 2015 FINANCIAL REPORT
TITLE V – ADAPTATION AND AMENDMENT OF THE RULES OF
PROCEDURE
ARTICLE 32 – ADAPTATION AND AMENDMENT OF THE RULES OF
PROCEDURE
These rules of procedure may be adapted and modified by
decision of the Board taken by a simple majority of directors
present or represented at the meeting of the Board, it being
specified, however, that the provisions of these rules that
describe certain statutory provisions can only be changed as
long as the corresponding provisions of the articles have been
previously modified by the Extraordinary General Meeting of
the Company.
APPENDIX – DIRECTORS' CHARTER
PREAMBLE
LISI directors undertake to adhere to the guidelines contained
in this Charter and to implement them.
This charter is established to allow directors to fully exercise
their skills and ensure the full effectiveness of the contribution
of each of them to the work of the Board of Directors, while
abiding by the rules of independence, ethics and integrity that
bind them.
ARTICLE 1 – CORPORATE ADMINISTRATION AND INTERESTS
The director shall act at all times in the corporate interests of
the Company and regardless of his/her mode of designation,
see himself/herself as representing all shareholders.
ARTICLE 2 – COMPLIANCE WITH LEGAL REQUIREMENTS AND THE
COMPANY'S BYLAWS
The director must take the full measure of his/her rights
and obligations. He/She must know and respect the laws
and regulations relating to his/her function, and the rules
applicable to the Company resulting from its bylaws and the
rules of procedure of the Board.
ARTICLE 3 – EXERCISE OF FUNCTIONS: GUIDELINES
The Director shall fulfill his/her duties with independence,
loyalty and professionalism.
ARTICLE 4 – INDEPENDENCE, CONFLICT OF INTEREST AND DUTY TO
SPEAK
The Director shall preserve in all circumstances his/her
independence of analysis, judgment, decision and action. It
is forbidden to be influenced by any element foreign to the
corporate interests he/she seeks to uphold.
The director tries to avoid conflicts that may exist between his/
her moral and material interests and those of the Company.
He/She informs the Board of any conflict of interest in which
he/she may be directly or indirectly involved. In cases where
he/she cannot avoid being in a conflict of interest, he/she will
refrain from participating in discussions and any decision on
the matters concerned.
He/She has a duty to clearly express his/her questions and his/
her opinions and strives to convince the Board of the relevance
of his/her positions. In case of disagreement, he/she ensures
that the latter are explicitly recorded in the minutes of the
Board meetings.
Regarding employee directors ceasing to serve on the Board,
they are committed to taking the necessary steps to ensure
their independence and ensuring professional development in
line with their skills.
ARTICLE 5 – LOYALTY, GOOD FAITH AND RESERVE
The Director acts in good faith in all circumstances.
He/She does not take any initiative which might harm the
interests of the Company and he/she alerts the Board on any
item he/she is aware of that may appear to him/her likely to
affect such interests.
He/She is committed to fully respect his/her duty of
confidentiality in respect of information and debates in which
he/she participates and respects the confidentiality of all
information provided to him/her in connection with his/her
functions, as indicated in the rules of procedure.
He/She shall not use any inside information to which he/she
may have access for personal gain or for the benefit of anyone.
In particular, where he/she holds non-public information
regarding the Company where he/she exercises his/her term
of office, he/she refrains from using it to deal or cause a third
party to deal in the securities thereof.
ARTICLE 6 – PROFESSIONALISM AND INVOLVEMENT
Directors undertake to devote the necessary time and attention
to their duties.
They inquire about the jobs and the specifics of the Company,
its challenges and its values, including by questioning its
leaders and strive to obtain in a timely manner the elements
they considers essential to be informed and able to deliberate
knowingly on the board.
They take part in Board Meetings regularly and diligently
and attend, to the extent possible, the Shareholders’ General
Meetings.