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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
136
LISI 2015 FINANCIAL REPORT
2.3.2 Profit-sharing, incentive and share-based
remuneration
2.3.2.1 Employee Incentive
a) Profit-sharing and incentive plan
Profit-sharing
The funds paid out in the form of special reserves for profit-
sharing during the past three years are as follows (in million
euros):
2015
2014
2013
4.8
5.6
5.4
Incentive plan
Most of the companies within the Group have an incentive
system allowing employees to participate actively in the
Group’s performance. The methods for calculating the sums
involved depend on the criteria of each company.
b) Group Savings Plan (PEG)
In 2001, the LISI Group created a savings plan dubbed "LISI
en actions" for its French companies. This plan facilitated
participation in 2001, 2004, 2006, 2010 and 2014 in capital
increases reserved for employees in the sums of €1.47 million,
€0.8 million, €1.18 million, €0.9 million and €1.8 million,
respectively.
For other years, the PEG was renewed in the form of a
repurchase of shares.
The levels of voluntary contributions by employees, the profit-
sharing and the extent of profit-sharing plans are set by the
Company in accordance with a schedule.
Benefits granted to employees under the Group Savings
Plan are recorded to the income statement and assessed in
accordance with IFRS 2.
As at December 31, 2015, the “LISI en actions” plan consisted
entirely of LISI shares, for a total of 697,000 shares, and had
1,803 members.
c) Employee shareholding
The percentage of share capital held by the Group’s employees
stood at 1.3% as at December 31, 2015.
2.3.2.2 Share-based compensation
a) Free shares granting plan
As a reward to several employees who have spent the majority
of their working lives employed within the LISI Group, and
who have actively contributed to its development, the Board
of Directors, in its meeting of October 23, 2014, with the
permission of the Shareholders’ General Meeting of April 26,
2012, decided to allocate 2,375 LISI Company shares, freely
and without condition, to one Group employee. At its meeting
of December 17, 2015, the Board of Directors, acting under
the authorization of the Extraordinary General Meeting of
December 1
st
, 2015, decided to unconditionally award 5,030 free
LISI shares to Gilles Kohler.
The plan stipulates that shares thus allocated shall be held for
two years, during which period they may not be sold on.
b) Performance shares plan
The plans described below refer to the NAV criterion domeasure
the Group's performance. Group NAV refers to the Net Asset
Value of the LISI Group as defined by the following calculation:
GroupNAV=Average of [(0.95*GroupSalesRevenue) + (6.5*Group
EBITDA) + (10*Group EBIT)] – Group Net Borrowings over the
last two years.
And where:
Group Sales
Revenue
is the Consolidated sales revenue exclusive of
VAT as stated in the “Income Statement" of
the "Consolidated financial statements” in this
financial report.
Group
EBITDA
is the Gross Current Operating Profit as stated
in the “Income Statement” of the “Consolidated
financial statements” in this financial report.
Group EBIT is the Current Operating Profit as stated in
the “Income Statement” of the “Consolidated
financial statements” in this financial report.
Group Net
Borrowings
is the Net Borrowings of the Group as recognized
in this financial report.
2013 plan
On October 24, 2013, on the proposal of the Compensation
Committee, and under the authorization of the Shareholders’
General Meeting of April 25, 2013, LISI's Board of Directors
decided to award performance shares to the members of
the Executive Committee and to the members of the main
Management Committees of the LISI Group's three divisions,
subject to the achievement of all or part of the following
performance criteria: Net Asset Value (NAV) of at least €1,000
million at December 31, 2015. If the Net Asset Value is between
€1,000million and €1,360million, the shares would be allocated
in part. If the Net Asset Value is higher than €1,360 million,
the shares would be allocated in full. The maximum number of
shares awarded is 166,700 (33,340 shares before the stock split)
and concerns 159 employees in France.
The plan also stipulates that shares thus allocated shall be held
for two years, during which period they may not be sold on.