134 / 164
INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
134
LISI 2015 FINANCIAL REPORT
To assist them in their task, the Company, upon appointment,
offers them an integration program allowing them to better
understand the various lines of business of the Group, its
organization, its commercial and technical issues and industrial
processes.
This programmay include in particular the visit of a production
site.
ARTICLE 7 – PARTICIPATION IN THE WORK OF THE BOARD
The directors contribute to the collegiality and efficiency of
the work of the Board and the Board Committees. They make
any recommendation they find likely to improve the working
methods thereof, especially during the periodic evaluation of
the Board.
They accept the evaluation of their own actions on the Board.
They ensure, along with the other Board members, that
the inspection tasks are completed effectively and without
hindrance. In particular, they ensure that procedures are in
place in the company's procedures for monitoring compliance
with laws and regulations in letter and spirit.
They ensure that the positions adopted by the Board,
particularly as regards the approval of the accounts, the
strategic plan, the budget, the resolutions to be submitted to
the Shareholders’ General Meeting and the important issues
concerning corporate life, are the subject of formal decisions,
properly motivated and transcribed in the minutes of its
meetings.
ARTICLE 8 – OBLIGATIONS REGARDING THE HOLDING OF SECURITIES
OF THE COMPANY
As part of these rules and to comply with the governance
rules established by AFEP-MEDEF, each director, other than
employee representatives, agrees to acquire a number of shares
corresponding to a year's attendance fees and retain them in
registered form.
In accordance with the laws and regulations in force, each
member of the Board of Directors:
■■
undertakes to comply with the reporting obligations vis-à-vis
the AMF;
■■
also undertakes to immediately inform the Company of any
acquisition, sale, subscription or exchange of shares of the
Company as well as of related financial instruments, whether
the operation is carried out directly or indirectly, by persons
closely associated with members of the Board of Directors in
accordance with laws and regulations in force.
In addition, members of the Board and persons related to them
under applicable laws and regulations should not trade in the
securities of the Company:
■■
during the 30 calendar days preceding the date of publication
of annual and interim consolidated results;
■■
during the 15 calendar days preceding the date of publication
of quarterly revenue.
2.2
/
ACTIVITIES OF THE BOARD AND COMMITTEES
DURING THE YEAR
2.2.1 Activities of the Board in 2015
The Boardmet five times during financial year 2015 and the rate
of meeting attendance of its members was 91%.
The Board discussed the key topics and took themajor decisions
listed below:
■■
At the meeting of February 19, 2015, during which the non-
executive directors were able to meet in the absence of
executive directors, the Board signed off on the LISI Group’s
separate and consolidated financial statements. It set the
amount of the bonuses on targets awarded to LISI executives
for 2014, as well as their fixed remuneration for 2015; it also
decided on the final allocation of the performance shares
awarded to Group Managers in accordance with the initial
rules laid down at the Board Meeting of October 24, 2012.
■■
At its meeting of April 22, 2015, the Board reported on the
progress of the consolidation of the MANOIR company
acquired in 2014 and approved the external growth projects
underway in India and Mexico. It also examined the new
organization plan presented by the Chairman in anticipation
of his succession.
■■
At its meeting of July 29, 2015, the Board approved the LISI
Group's separate and consolidated financial statements for
the first half-year; it took note of the information provided by
the senior management on specific technical, commercial and
industrial issues relating to different Group entities.
■■
At the Board meeting of October 21, 2015, the Directors visited
the French production site of Bologne (Haute-Marne), which
is part of the new subsidiary Manoir Aerospace. During this
meeting, the Board’s annual review approved the strategic
plans of the Group. It also definitively and unanimously
approved the proposal for a new formof corporate governance
which will separate the function of Chairman of the Board of
Directors from that of Chief Executive Officer as of March 1
st
,
2016.