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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
148
LISI 2015 FINANCIAL REPORT
2.6
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IMPLEMENTATION OF THE AFEP-MEDEF CODE'S “APPLY OR EXPLAIN” RULE
Provisions of the AFEP-MEDEF code not complied with
Explanations
Number of independent members on the Board
Art 9.2: the proportion of independent directors in the
companies controlled should be at least one third.
According to the criteria of the AFEP-MEDEF Code referred to by
the Company, Eric André, who has been director for over 12 years,
no longer enjoys the status of independent director. Consequently,
the rule according to which the Board should comprise one third
of independent directors is no longer respected. Measures have
been taken towards the appointment of two additional women as
independent directors at the earliest possible date.
Composition of the Audit Committee
Art 16.1: the proportion of independent directors in the
Audit Committee should be at least two thirds.
The Audit Committee is composed of three independent directors, one
third of senior directors and one third of non-independent directors.
A new independent director will be appointed to this committee at the
earliest possible date, in order to comply with the requirement of the
AFEP-MEDEF Code.
LISI shares to be held by directors
Art 20: unless otherwise required by law, each director
must personally own a significant number of shares in
relation to the attendance fees received. Directors who do
not have the required number of shares when they take up
office shall use their attendance fees to acquire them.
Directors who do not yet comply with this recommendation shall
rectify the situation at the earliest possible date.