LISI GROUP - 2016 Financial report

LISI 2016 FINANCIAL REPORT

117

TITLE II - POWERS OF THE BOARD OF DIRECTORS,

THE CEO AND THE DEPUTY CEO - OPERATIONS

SUBJECT TO PRIOR APPROVAL OF THE BOARD

OF DIRECTORS

Article 3 – Powers of the Board of Directors resulting from

legislative and regulatory provisions in force

3.1 The Board of Directors determines the Company’s business

orientations and ensures their implementation. Subject to the

authority explicitly granted to Shareholders’ General Meetings

and within the limits of the corporate objective, it rules over

any issue regarding the proper operation of the Company and

deliberates to solve the issues that concern it.

3.2 In particular and without this list being exhaustive, the Board of

Directors in accordance with laws and regulations in force and

under the conditions and in the manner determined appropriate

by the present rules of procedure of the Board:

–

is competent to convene the Shareholders’ General Meeting of the

Company and set its agenda;

–

approves the strategic plan and annual budget of the Group presented

by senior management and any amendment to the budget;

–

prepares the separate and consolidated financial statements and

establishes the annual management report;

–

authorizes the agreements referred to in Article L. 225-38 of the

French Commercial Code;

–

selects the means of exercising the senior management of the

Company, in accordance with Article 13 of the bylaws;

–

appoints or dismisses:

–

the Chairman of the Board of Directors;

–

where applicable, the Vice-chairman of the Board;

–

the CEO; and

–

if applicable, on the proposal of the CEO, the Deputy CEO(s);

–

determines the powers of the CEO and, where appropriate,

in agreement with the latter, those of the deputy CEO(s);

–

can co-opt a director;

–

sets the remuneration of the Chairman of the Board, the CEO and,

if applicable, the Deputy CEO(s);

–

appoints the members of the committees established in accordance

with the law, the Company bylaws and these rules of procedure;

–

divides the directors’ fees among the directors in accordance with

these rules of procedure;

–

approves the report of the Chairman of the Board regarding the

operation of the Board, internal control and risk management;

–

may decide on the issuance of debt securities not convertible into

shares;

–

authorizes the CEO of the Company, with powers to sub delegate,

to provide guarantees and endorsements by fixing, for each year, an

overall cap, and if necessary, a maximum amount per transaction.

3.3 Besides, the Board of Directors carries out any controls or checks

that it deems necessary. It verifies that each director receives

all necessary information and any documents that it considers

useful or necessary for the accomplishment of his/her duties.

3.4 Generally, the Board:

–

is kept informed by its Chairman, the CEO of the Company or, if

available, the Deputy CEO(s) of the Company and the committees

of the Board, of all significant events concerning the business

performance of the Company and the Group;

–

ensures that the shareholders receive the proper information,

in particular through its verification of the information provided to it

by the management of the Company; and

–

ensures that the Company has the required procedures for

identifying, evaluating and monitoring its commitments and risks,

including off-balance sheet commitments, and adequate internal

control.

Article 4 – Transactions subject to prior approval

of the Board of Directors as part of the internal organization

of the company and the Group

4.1 In addition to legislative and regulatory requirements for prior

authorization of the Board and as part of the internal organization

of the Company and the Group, the following transactions shall

be subject to prior express approval of the Board before being

taken by the CEO of the Company or, if appropriate, by a Deputy

CEO:

–

decisions to take or transfer all significant interests in any existing

or future companies, to create any company, group or organization,

to subscribe to any issue of shares, stocks or bonds, excluding cash

transactions;

–

decisions on a significant presence in France or outside France;

–

directly by creating a site, a branch, a direct or indirect subsidiary,

–

indirectly through equity interests;

–

and decisions to close such sites in France or outside France;

–

significant transactions that may affect the Group’s strategy and

modify its financial structure or scope of activity.

4.2 Similarly, any significant industrial or commercial project shall

be subject to the express prior approval of the Board before

being initiated by the CEO of the Company or, if appropriate, by

a Deputy CEO.

Information regarding the company and corporate governance