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LISI 2016 FINANCIAL REPORT
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Article 16 – Directors’ fees paid to members of the Board
16.1 In accordance with legal and regulatory provisions and the
provisions of the bylaws of the Company, the Shareholders’
General Meeting may allocate to the members of the Board, as
remuneration for their activity, as attendance fees, an overall
annual sum. This amount is proposed by the Compensation
Committee and submitted to the Shareholders’ General Meeting
by the Board.
16.2 An equivalent amount of attendance fees is set for each
Board or Committee meeting. This amount is allocated to the
directors based on their attendance at meetings of the board
or the committees to which they belong.
TITLE IV – COMMITTEES OF THE BOARD OF DIRECTORS
Article 17 – Standing committees
17.1 The Board of Directors establishes four standing committees:
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an Audit Committee;
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a Compensation Committee;
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a Nominations Committee;
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a Strategic Committee.
17.2 The Board may, if necessary, subsequently establish other
committees of the Board. In this case, these rules will be
amended in order to specify the duties, resources, composition
and rules of operation of these new committees.
Article 18 – Rules common to all standing committees
18.1 The task of the committee is to provide in-depth analysis and
reflection through thorough discussions of the Board and to
assist in the preparation of decisions of the latter.
The committees have no power of decision and the opinions, proposals
and recommendations that the committees submit to the Board are
not binding on it in any way.
18.2 The committee members must be directors and are appointed
personally by the Board.
A permanent representative of a legal entity that is also a director
may be designated as a member of a committee, provided that the
change of the permanent representative causes immediate loss of
membership of a committee.
18.3 The committee members may be reappointed.
18.4 A person may be a member of several committees.
18.5 Directors who would be appointed to one or more committees
shall be appointed for the term of their directorship.
18.6 The Board may dismiss ad nutum each member of a committee,
without the need to justify such dismissal.
18.7 The Board shall appoint from among the members of a
committee the person who will serve as chairman of such
committee.
18.8 Each committee determines the frequency of its meetings,
which are held at the place indicated in the notice, and may
meet at any time at the request of its Chairman, of a majority
of its members, the Chairman of the Board or one third of the
directors.
18.9 The author of the notice sets the agenda of the meeting.
18.10 A committee may meet only if more than half of its members
are present, by any means permitted by the laws or regulations
in force, by the provisions of the bylaws or by those of the
present rules of procedure for the participation of Board
members at its meetings.
18.11 The opinions, proposals and recommendations of each
committee will be adopted by a majority of members of this
committee who are present.
The chairman of each committee shall have a casting vote in case
of a tie.
18.12 The Chairman of a committee may invite all directors to attend
one or more sessions of the Committee and any other person
whose presence is useful or necessary to debate items on the
agenda of the session of the committee concerned.
Only members of a committee take part in its deliberations.
18.13 Each committee shall draw up minutes of its meetings.
These minutes are transmitted to all members of the committee.
18.15 In its field of competence, each committee issues proposals,
recommendations or opinions. To this end, it may propose to
the Board of Directors to cause to conduct, at the expense of
the Company, any internal or external surveys that can inform
the deliberations of the Board.
It can also hear one or more members of the senior management of
the Company, including the CEO or, if applicable, the Deputy CEOs.
It reports to the Board of Directors, through the voice of its Chairman
or, in his absence thereof of any other member designated for this
purpose, its work at each meeting of the Board of Directors.
Information regarding the company and corporate governance
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