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LISI 2016 FINANCIAL REPORT
2.2
I
ACTIVITIES OF THE BOARD
AND COMMITTEES DURING THE YEAR
2.2.1
I
Activities of the Board in 2016
The Board met seven times during financial year 2016 and the rate of
meeting attendance of its members was 96%.
The Board discussed the key topics and took the major decisions
listed below:
–
–
At the meeting of February 17, 2016, during which the non-
executive directors were able to meet in the absence of executive
directors, the Board signed off on the LISI Group’s separate and
consolidated financial statements. It set the amount of the bonuses
on targets awarded to LISI executives for 2015, as well as their fixed
remuneration for 2016; it also decided on the final allocation of the
performance shares awarded to Group Managers in accordance
with the initial rules laid down at the Board meeting of October 24,
2013.
During this meeting, the Board also unanimously decided that the
Senior Management should be exercised by separating the role of
Chairman of the Board of Directors, entrusted to Gilles Kohler, and that
of the General Operating Management to be assumed by Emmanuel
Viellard, as CEO, and Jean Philippe Kohler, as Deputy CEO, as from
March
1
, 2016.
■■
At its meeting of March 22, 2016, the Board reported on the progress
of the acquisition of the company Remmele Medical Operations
within the minimally-invasive surgical sector. This American
company fits in perfectly with the strategic plan of the Group’s
Medical division, thereby enabling it to reach the critical size desired.
On the basis of the elements presented by the senior management
of the Company, the Board confirmed the terms and the acquisition
price envisaged in the takeover offer made to the seller, the ALCOA
group.
■■
At its meeting of April 28, 2016, the Board ratified the terms of
the projects to sell two of the Group’s small sites which do not fall
within its core business. It also examined changes in the files on the
recovery of the entities whose results show problems of concern.
The directors then visited the automotive site at Melisey (Haute-
Saône) specialized in safety parts for the major international parts
manufacturers.
■■
At its meeting of June 14, 2016, the Board examined a file on an
acquisition in the automotive sector which would enable the division
to set up in North America, a territory in which it is currently absent
and which was considered as a priority in the latest strategic plan.
■■
At its meeting of July 28, 2016, the Board approved the LISI Group’s
separate and consolidated financial statements for the first half-year;
it took note of the information provided by the senior management
on specific technical, commercial and industrial issues relating to
different Group entities. Lastly, the Board reviewed the changes in
the files and the major projects brought up at previous meetings.
■■
At its meeting of October 26, 2016, the Board listened to the
presentation of all the Group’s strategic orientations at the time
of the annual review devoted to this subject. It emphasized the
quality of this presentation which takes in the Group’s vision and
objectives in the medium and long term, the risks to which it could be
confronted such as the growth and profitability issues to be raised.
■■
The last meeting of the year which was held on December 20, 2016,
was reserved for the presentation of the Company’s budget for the
coming year and the annual review of its governance.
On this latter subject and within the scope of the Company’s
obligation to gender equality on the Board and the consequences
of failing to comply with this, the Board examined then confirmed
the application of a new female director recommended by the
Nominations Committee. On the other hand, it asked the Chairman
to continue to look for new applicants more particularly specialized
in the medical field.
Finally, the Board set up a new performance share allocation plan
called 16C18 and laid down the rules applicable to it including the
precise performance criteria.
2.2.2
I Committee activities in 2016
Board Committees met six times during the financial year 2016 and
the rate of meeting attendance of its members was 100%.
■■
Audit Committee:
the Committee met twice in 2016.
It heard the Auditors report on the performance of their task and was
informed by the Company’s Internal Control Manager. Information
relating to the consolidation perimeter and to the off-balance
sheet risks described in the appendix to the consolidated financial
statements was sent to the Audit Committee, which submitted a
report on its work to the Board of Directors. The Committee also
reviewed the impairment tests, the control of the Group’s major
investments and the risk of competing technological developments.
■■
Compensation Committee:
the Committee met twice in 2016.
It presented its recommendations to the Board on the rules on
compensation for the members of the Senior Management of LISI
S.A., set as variables. The Committee also proposed to the Board
the conditions for awarding the 2013 and 2016 performance share
plans.
■■
Strategic Committee:
the Committee met twice in 2016.
It reviewed the Group’s 2016-2020 strategic plan presented by the
senior management of LISI S.A., together with the leaders of the
Aerospace and Automotive divisions and approved the strategic
Information regarding the company and corporate governance
7