152 / 164
DOCUMENTS SPECIFIC TO THE SHAREHOLDERS’ GENERAL MEETING
152
LISI 2015 FINANCIAL REPORT
1
/
REPORT BY THE CHAIRMAN OF THE
BOARD OF DIRECTORS
In accordance with the provisions of Article L. 225-37 of the
French Commercial Code and the recommendations of the
French Financial Markets Authority (AMF), this report sets
out the composition of the Board and the principle of equal
representation of men and women, the conditions governing
the preparation and organization of the Board of Directors’
work, limitations to the Chief Executive Officer’s power, the
principles and rules governing the setting of the remuneration
and benefits in kind granted to the corporate officers as well as
internal audit procedures implemented within the Group.
LISIreferstothecorporategovernancecodeforlistedcompanies
of the AFEP-MEDEF in its June 2013 version, available on the
MEDEF website
(www.medef.com). Such membership has been
confirmed by the Board of Directors.
In order not to overload this report, the invariant part of
the elements referred to in Article L. 225-37 of the French
Commercial Code relating to corporate governance and
internal audit is described in Chapter 7 of the Annual Report
filed with the AMF. Such Chapter 7 sets out the principles, the
statutory provisions, those of the internal rules of the Board
and committee charters that define the tasks, composition and
rules of operation of the Board and its specialist committees.
This report describes the changes and events that occurred
during the 2015 financial year that are subject to the legal
provisions mentioned above.
This report was submitted to, and approved by, the Board of
Directors on February 17, 2016.
1.1
/
PREPARATION AND ORGANIZATION
OF THE BOARD OF DIRECTORS’ TASKS
The Board of Directors defines the Company’s strategy and
business policies and ensures that they are followed. The Board
of Directors also carries out any audits or checks that it deems
necessary.
1.1.1 Organization
Four special committees were set up within LISI's Board of
Directors: the Audit Committee, the Compensation Committee,
the Strategic Committee, and the Appointments Committee.
The first three are tasked with supervising the work of the
Senior Management in their specific fields. Each committee
will submit a report on their work to the Board of Directors.
The role and composition of these Committees are described in
Chapter 7 of the Annual Report on Governance of the Company.
1.1.2 Composition
The Board of Directors represents the shareholders of the
Company; its composition aims to comply with the various
balances of interests. The members were chosen for their skills
and knowledge of the various markets in which the Group
operates.
Since the Shareholders’ General Meeting of April 23, 2014,
the Board of Directors has comprised 13 members, 9 of whom
belong to the majority family groups, and 3 of whom are
independent under the terms of the AFEP-MEDEF Code (of
corporate governance). The final member, having been a
director of the Company for more than 12 years in 2014, can no
longer be deemed independent.
The Board is therefore currently composed of four women
and nine men, the proportion of women members of the
Board standing at 31%. To comply with the provisions of the
AFEP-MEDEF Code, measures have been taken towards the
appointment of two additional women as independent directors
at the earliest possible date.
A Vice-Chair, acting as Senior Director, was appointed at the
Board meeting of February 17, 2016. The Vice-Chair's role is
to assist the Chairman in corporate governance issues and
liaise between the Company's senior management and the
independent directors. The Vice-Chair, who was chosen among
the independent directors, is Lise Nobre.
1.1.3 Operating procedures for the period
In respect of the financial year 2015, the Board met five times,
with a member attendance rate of 91%.
■■
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
proposal 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.