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12.4 The means used should enable the identification of participants
and ensure their effective participation in the meeting of the
Board, that is to say at least transmit the participants’ voice and
meet the technical requirements for continuous retransmission
and simultaneous deliberations.
12.5 The members of the Board who wish to participate in a Board
meeting by videoconference or by telecommunications should
specify it in writing to the Chairman at least 24 hours before
the date of the Board meeting.
12.6 The Board members participating in the meeting by
videoconference or telecommunications are deemed present
for the quorum and majority.
12.7 The necessary steps must be taken to allow the identification
of each speaker and the verification of the quorum.
12.8 In accordance with the laws and regulations in force, theminutes
of deliberations mentions the participation of members of the
Board by videoconference or telecommunications. It must also
state the possible occurrence of a technical problem relating
to the videoconference or telecommunications if ever such an
incident disrupted or interrupted the course of the session.
In case of occurrence of such an incident, the items processed after
the disruption or the interruption of the transmission will be ruled
upon again.
12.9 The Board members participating by videoconference or
telecommunications shall sign the minutes of the deliberations
at the next session.
Article 13 – Rules relating to the adoption of decisions
13.1 Voting
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Voting is by a show of hands;
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If a Director so requests, the Board shall organize a recorded vote
or a secret ballot;
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If requests for a recorded vote and a secret ballot are submitted for
the same item, secret ballot voting takes priority.
13.2 Majority requirements
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Decisions are taken by a majority of the members present or
represented at the vote. In case of a tie vote, the Chairman has the
casting vote.
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Pursuant to Article 11 of the bylaws, resolutions shall be taken by a
three-fourths majority vote of the members present or represented,
as regards the following questions:
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calculation of amortization and depreciation expenses and of
provisions, notably for the calculation of provisions for impairment
in value of acquisitions;
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proposals to be made at the Ordinary Shareholders’ General
Meeting for the appropriation of the results of the past year;
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text of resolutions to be submitted to an Extraordinary General
Meeting;
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replacement of a deceased or resigning director.
Article 14 – Third party participation in Board meetings
Invitations
14.1 Depending on the issues on the agenda, the Chairman of the
Board may decide, in particular on a proposal a Board member,
to invite any person he/she deems useful, whether or not an
employee of the Company, to present a case or to inform the
preparatory discussions prior to the deliberations.
Auditors
14.2 The auditors are mandatorily invited to all Board meetings
during which are reviewed the annual or interim financial
statements, whether consolidated or not.
14.3 The auditors may be invited to any Board meeting.
14.4 The auditors are convened at the same time as the members
of the Board, but their notice is sent by registered letter
with acknowledgement of receipt when their participation is
mandatory.
Confidentiality obligation
14.5 In case a third party who is not a member of the Board is
invited to a Board meeting or to the preparatory work for such
a meeting, the Chairman of the Board shall remind him of
his obligations of confidentiality relating to the information
gathered at the Board meeting or prior to it.
Article 15 – Attendance record – Minutes
15.1 An attendance record is held which is signed by the members
of the Board attending the meeting of the Board.
15.2 The draft of the minutes of the previous deliberations of the
Board are sent or provided to all members of the Board at the
latest together with the notice convening the next meeting.
Information regarding the company and corporate governance
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