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LISI 2016 FINANCIAL REPORT
Article 28 – Operation of the Nominations Committee
28.1 The Nominations Committee may also meet whenever a
Board decision is necessary and within the competence of
the Committee.
28.2 The operation of the Nominations Committee is governed by
the laws and regulations in force as well as the provisions of
the bylaws and rules of procedure and in particular Article 18.
STRATEGIC COMMITTEE
Article 29 – Tasks of the Strategic Committee
29.1 The Strategic Committee ponders and expresses its opinion on:
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the strategic direction of the Company and the Group;
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the Group’s development policy.
29.2 The Strategic Committee reviews and examines:
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draft strategic agreements and partnership projects;
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the acquisitions and the growth transactions affecting the Group’s
structures, including proposed acquisitions of significant assets;
significant presence in France or overseas projects; projects to
create significant subsidiaries; the planned investments or disposals
of significant shareholdings and generally any significant project of
any nature whatsoever.
A project presented by senior management is material when the
financial exposure of the Company or the Group exceeds the sum
of €15 million.
29.3 In general, the Strategic Committee gives its opinion on any
other strategic issues the Board of Directors submits it.
Article 30 – Composition of the Strategic Committee
The Strategic Committee is composed of at least three members,
including its chairman.
The senior management of the Group is part of the Strategic
Committee.
Article 31 – Operation of the Strategic Committee
31.1 The Strategic Committee meets at least once a year to establish
all the components of the remuneration of senior management
of the Company to submit for the approval of the Board.
31.2 The Strategic Committee may also meet whenever a Council
decision is necessary and within the competence of the
Committee.
31.3 The operation of the Strategic Committee is governed by the
laws and regulations in force as well as the provisions of the
bylaws and rules of procedure and in particular Article 18.
TITLE V – ADAPTATION AND AMENDMENT
OF THE RULES OF PROCEDURE
Article 32 – Adaptation and amendment of the rules
of procedure
These rules of procedure may be adapted and modified by decision of
the Board taken by a simple majority of directors present or represented
at the meeting of the Board, it being specified, however, that the
provisions of these rules that describe certain statutory provisions
can only be changed as long as the corresponding provisions of the
articles have been previously modified by the Extraordinary General
Meeting of the Company.
APPENDIX – DIRECTORS’ CHARTER
PREAMBLE
LISI directors undertake to adhere to the guidelines contained in this
Charter and to implement them.
This charter is established to allow directors to fully exercise their
skills and ensure the full effectiveness of the contribution of each of
them to the work of the Board of Directors, while abiding by the rules
of independence, ethics and integrity that bind them.
Article 1 – Corporate administration and interests
The director shall act at all times in the corporate interests of the
Company and regardless of his/her mode of designation, see himself/
herself as representing all shareholders.
Article 2 – Compliance with legal requirements
and the Company’s bylaws
The director must take the full measure of his/her rights and obligations.
He/She must know and respect the laws and regulations relating to his/
her function, and the rules applicable to the Company resulting from
its bylaws and the rules of procedure of the Board.
Article 3 – Exercise of functions: guidelines
The Director shall fulfill his/her duties with independence, loyalty and
professionalism.
Article 4 – Independence, conflict of interest and duty
to speak
The Director shall preserve in all circumstances his/her independence
of analysis, judgment, decision and action. It is forbidden to be
influenced by any element foreign to the corporate interests he/she
seeks to uphold.
Information regarding the company and corporate governance
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