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CONSOLIDATED FINANCIAL STATEMENTS
72
LISI 2015 FINANCIAL REPORT
2.8.2 Share-based payments
2.8.2.1 Share purchase options
The Company had no stock options plans at December 31, 2015.
2.8.2.2 Award of performance shares
Acting on the recommendation of the Compensation
Committee, LISI's Board of Directors decided, on October
24, 2012, to allocate performance shares to members of the
Executive Committee and tomembers of themainManagement
Committees for the three LISI Group divisions, subject to their
meeting certain performance targets: the achievement of
these criteria at the end of 2014, namely the Group ANAV and
division ANAV (see definition under §2.2.20 "Indicators" in this
chapter), resulted in 80% performance of this plan in financial
year 2015 for LISI S.A., 85% for the LISI AEROSPACE division,
75% for the LISI AUTOMOTIVE division and 30% for the LISI
MEDICAL division. The final cost was allocated to the divisions.
Similar plans were set up in 2013, 2014 and 2015 to the extent
that the Board of Directors meeting on October 24, 2013,
October 23, 2014 and December 17, 2015, renewed the start of a
new plan under similar terms.
The fair value of these benefits is recognized in the income
statement linearly over the vesting period.
The fair value of the benefits thus granted is recognized in 2015
in Payroll expenses for €3.0 million for the employees of the
French companies, against shareholders' equity, and for €1.5
million for the employees of foreign companies, against social
liabilities. This cost was not allocated to divisions, and remains
an expense at the LISI S.A. level until the definitive realization
of the plan.
2.8.3 Related-party information / Remuneration of
members of management bodies
2.8.3.1 Related-party information
Related parties include the parent company, company
managers, directors and Board members. There is no other
jointly-owned entity or entity recognized by equity method, or
joint shareholder, or business under joint control or significant
influence with which the LISI Group may have carried out
transactions worthy of investigation.
The only relationship of the Group with its parent company
(CID) is through the capital holding. On the other hand, LISI S.A.
provides support to its subsidiaries in the fields of accounting,
finance, strategy and law.
2.8.3.2 Remuneration of managers and directors
Expenses for the period Liabilities
at
12/31/2015
(in €'000)
2015
2014
Gross current benefits
(salaries, bonuses, etc.)
1,026
1,055
Post-employment benefits
(IFC)
450
463
450
Other non-current benefits
Termination benefits
Equity compensation
benefits
225
151
225
Total remuneration
1,700
1,670
674
The main directors will receive remuneration in the form of
current benefits, post-employment benefits and share-based
payments. With regard to this category, in 2014 and 2015 both
directors of LISI S.A. received performance shares in accordance
with the same terms and conditions as other members of the
divisional Executive Committees; two additional conditions are
imposed upon them, namely, to acquire 600 Company shares for
the 2014 Plan and 500 Company shares for the 2015 Plan at the
end of the vesting period, and to keep in registered form a share
of actions that have been granted free (600 shares for the 2014
plan, and 500 shares for the 2015 Plan) up until the end of their
term of office.
Concerning the retirement gratuities, no specific benefit is
contractually agreed upon, apart from the legal retirement
gratuity.
2.8.4 Commitments
The Group draws up annually a detailed list of all contractual
commitments, financial and commercial commitments, and
contingent liabilities to which LISI S.A. and/or its subsidiaries
are party or exposed. This list is regularly updated by the
departments concerned and reviewed by Group Management.
In order to ensure that the information on this list is complete,
accurate and consistent, special control procedures have been
implemented, including in particular:
■■
the regular examination of theminutes of Shareholders’ General
Meetings, Board Meetings, associated Committees that deal
with contractual commitments, disputes and authorizations for
the purchase or disposal of assets;
■■
review of sureties and guarantees as well as loan agreements
and any other banking commitments, in conjunction with the
banks and financial institutions;