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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE

135

LISI 2015 FINANCIAL REPORT

■■

At the Board meeting of December 17, 2015 dedicated to

the presentation of the Company's 2016 budget, the Board

examined its corporate governance procedures via a new

self-assessment questionnaire. For the record, concerning

the percentage of independent directors, the Board had

acknowledged last year that it was in breach of the AFEP-

MEDEF Code, to which the Company refers, and had decided

to appoint two new independent directors within the next

two years to rectify the situation.

The Board set up a new performance share allocation plan

called 15C17 and laid down the rules applicable to it including

the precise performance criteria. Moreover, it approved the

set-up of a joint venture between its Aerospace division and

the company Poly-Shape for additive manufacturing.

2.2.2 Committee activities in 2015

Board Committees met six times during the financial year 2015

and the rate of meeting attendance of its members was 100%.

■■

Audit Committee:

the Committee met twice in 2015.

It heard the Auditors report on the performance of their

task and was informed by the Company’s Internal Control

Manager. Information relating to the consolidation perimeter

and to the off-balance sheet risks described in the appendix

to the consolidated financial statements was sent to the Audit

Committee, which submitted a report on its work to the Board

of Directors. The Committee also reviewed the impairment

tests, the control of the Group's major investments and the

risk of competing technological developments.

■■

Remuneration Committee:

the Committee met three times

in 2015.

It presented its recommendations to the Council on the rules

of remuneration of senior staff of LISI S.A., both fixed and

variable; it should be noted that in 2015, the variable part

called Bonus on Targets was linked to the achievement of

annual targets in terms of profitability (operating margin),

cash flow (free cash flow) and management (compliance with

the strategic and operational action plans). The Committee

also proposed to the Board the conditions for awarding the

2012 and 2015 performance share plans.

■■

Strategic Committee:

the Committee met once in 2015.

It reviewed the Group's 2015-2019 strategic plan presented by

the senior management of LISI S.A., together with the leaders

of the Aerospace and Automotive divisions and approved the

strategic orientations that were exposed to it in detail as well

as the key figures in this plan. It also took note of the key

issues that derived and that senior management intends to

address during financial year 2016.

2.3

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EMPLOYEES

2.3.1 Head count

2.3.1.1 Registered employees at period end by category

The table below shows the breakdown of Group staff by

category:

2015

2014

Difference

N/N-1

Management

1,064

965

10.3%

Supervisors

841

834

0.8%

Staff and workers

9,018

8,902

1.3%

Total

10,923 10,701

2.1%

2.3.1.2 Registered employees at period end by division

The table below shows a breakdown of Group staff by business

activity:

2015

2014

Difference

N/N-1

LISI AEROSPACE

7,087

6,957

1.9%

LISI MEDICAL

573

538

6.5%

LISI AUTOMOTIVE

3,241

3,186

1.7%

Holding company

22

20

10.0%

Total

10,923 10,701

2.1%

Temporary staff

engaged

680

803

-15.3%

2.3.1.3 Geographic distribution of the head count

The table below shows the breakdown of staff by geographic

area:

2015

as a % 2014 as a %

France

6,318 57.8% 6,116 57.2%

Europe (excl. France)

1,919 17.6% 1,861 17.4%

North American

continent

1,589 14.5% 1,626 15.2%

Africa

330 3.0% 318 3.0%

Asia

758 6.9% 780 7.3%

Mexico

9 0.1%

Total

10,923 100% 10,701 100%

2.3.1.4 Consolidated turnover 2015

EFTAW*

Voluntary

departures

Turnover rate

11,585

342

3.13%

* Equivalent full-time average wage.