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DOCUMENTS SPECIFIC TO THE SHAREHOLDERS’ GENERAL MEETING
153
LISI 2015 FINANCIAL REPORT
■■
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.
■■
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.
1.1.4 Preparation of tasks
Prior to each Board meeting, participants receive a file that has
been duly documented so that they may adequately prepare
for the meeting. As part of the continuous improvement
of the Board's operating methods, these documents must
be submitted to the directors at least three days before the
meeting.
Meetings on the subject of remuneration are accompanied
by a presentation by the Compensation Committee. This
Committee met three times in 2015, with a member attendance
rate of 100%.
Meetings relative to the approval of annual and half-yearly
financial statements are accompanied by a presentation by the
Audit Committee. This Committee met twice in 2015, with an
attendance rate of 100% of its members.
Meetings dealing with strategic issues are accompanied by a
presentation by the Strategic Committee. This Committee met
once in 2015, with an attendance rate of 100% of its members.
1.1.5 Decision-making process
There has been no addition to the Board's decision-making
process during the 2015 financial year, the specific rules of such
process being described in Chapter 7 of the Annual Report.
1.1.6 Board assessment
In accordance with the practices recommended in the AFEP-
MEDEF Code, the Board conducts a formal self-assessment
process every three years to ensure it meets the expectations
of shareholders that have appointed it to manage the Company.
This self-assessment, which had been conducted for 2011
and 2012, was reviewed at the Board meeting of December 17,
2015 through a new questionnaire filled in by each director.
It revealed several shortcomings concerning "Strategy" and
"Risk Mapping" which will need to be addressed in 2016.
1.2
/
LIMITATION OF THE AUTHORITY OF THE SENIOR
MANAGEMENT
The senior management has the broadest powers to manage
the Company within the limits of those conferred by law and
the bylaws to the Board of Directors.
1.3
/
MANAGEMENT STRUCTURE
At its meeting of February 17, 2016, the Board of Directors
confirmed its decision of October 21, 2015 to separate the
function of Board Chairman from that of Chief Executive
Officer; as of March 1
st
, 2016, the role of Chairman will be
assumed by Gilles Kohler, while that of CEO will be assumed by
Emmanuel Viellard, with the assistance of Jean-Philippe Kohler
as Deputy CEO.
The presence of directors (majority shareholders and
independent directors), as well as a Vice-Chair chosen among
independent directors, has enabled the Board to consider that
the separation of the function of Chairman from that of Chief
Executive Officer was consistent with the protection of the
interests of all shareholders, especially minority shareholders,
while remaining suited to the Company's business.
To fulfill their executive duties, the CEO and Deputy CEO are
backed by:
1) a Management Committee of six people which meets
monthly to review major issues addressed by the Group;
2) an Executive Committee comprising the managers of the
divisions and internal audit, a total of 16 people who meet
quarterly to make a progress update on the main areas for
improvement.