LISI GROUP - 2016 Financial report

LISI 2016 FINANCIAL REPORT

133

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Outside the LISI Group (in France and abroad):

–

Director and Vice-Chairwoman of FFP;

–

Permanent representative of EPF on the Supervisory Board of

PEUGEOT SA;

–

Director of Etablissements PEUGEOT Frères and Deputy CEO;

–

Director of SAPAR, Deputy CEO;

–

Director of Assurances Mutuelles de France (Mutuelle);

–

Director of ESSO SAF (France);

–

Director of Fondation PSA PEUGEOT CITROEN and Vice-

Chairwoman of the Board of Directors of Fondation PSA

PEUGEOT CITROEN;

–

Director of Institut Diderot.

Cyrille Viellard, age 39, French citizen

Distribution Manager Europe & Latin America and member of the

executive committee of the Rapala VMC Oyj Group, CEO of Normark

Logistics Europe Oy.

Permanent representative of VMC on LISI’s Board of Directors

He sits on LISI’s Board of Directors and Audit Committee.

Cyrille Viellard holds the following other offices:

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Related to the LISI Group (in France and abroad):

–

none.

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Outside the LISI Group (in France and abroad):

–

Director of FSH Welding Group SA;

–

Member of the Management Committee of Ets REBOUD ROCHE

SAS;

–

Member of the Management Committee of SELECTARC

WELDING SAS;

–

Director of Normark Polska Sp. z.o.o.;

–

Diector of Normark Hungary Zrt.

Emmanuel Viellard, age 53, French citizen

CEO and director of LISI

He sits on LISI’s Board of Directors, on the Strategic Committee and

the Nominations Committee.

Emmanuel Viellard exercises the other mandates and functions listed

below:

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Related to the LISI Group (in France and abroad):

–

Chairman of the Board of LISI AEROSPACE SA;

–

Chairman of the Board of LISI AUTOMOTIVE SA;

–

Chairman of LISI AEROSPACE STRUCTURAL COMPONENTS SAS;

–

Chairman of AIRMON HOLDING 1 SAS;

–

Chairman of LISI MEDICAL SAS;

–

Director of HI-SHEAR Corporation (USA);

–

Member of the Management Committee of LISI AUTOMOTIVE

Former SAS;

–

Member of the Management Committee of LISI AUTOMOTIVE

Rapid SAS;

–

Member of the Management Committee of LISI AUTOMOTIVE

Nomel SAS;

–

Member of the Management Committee of BLANC AERO

Industries SAS;

–

Member of the Management Committee of BLANC AERO

Technologies SAS;

–

Member of the Management Committee of CREUZET

AERONAUTIQUE SAS;

–

Member of theManagement Committee of INDRAERO SIREN SAS;

–

Member of theManagement Committee of Forges de Bologne SAS;

–

MemberoftheManagementCommitteeofMANOIRAEROSPACESAS;

–

Member of the Management Committee of LISI AEROSPACE

CARGO EQUIPMENT SAS;

–

Member of the Management Committee of LISI MEDICAL

Orthopaedics SAS;

–

Member of the Management Committee of LISI MEDICAL

Fasteners SAS.

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Outside the LISI Group (in France and abroad):

–

Chairman of Financière VIELLARD SAS;

–

CEO of VIELLARD MIGEON & Cie SA;

–

Chairman of the Board of Directors of FSH WELDING GROUP;

–

Member of the Management Committee of VMC PECHE SAS;

–

Director of Compagnie Industrielle de Delle;

–

Director of FSH WELDING India (India);

–

Director of RAPALA-VMC OYJ (Finland).

–

Permanent representative of VMCon theManagement Committee of:

–

Ets REBOUD ROCHE SAS;

–

SELECTARC WELDING SAS;,

–

De PRUINES Industries SAS;,

–

Honorary Chairman of theGroupe des Equipements Aéronautiques

et de Défense;

–

Vice-Chairman of GIFAS;

–

Chairman of the VIELLARD Family Association.

2.4.2.2 Family ties

The only direct family ties between the aforementioned individuals

are the following:

–

Gilles Kohler and Jean-Philippe Kohler are brothers;

–

Capucine Allerton is the daughter of Gilles Kohler.

2.4.2.3 No conflicts of interest

To the Company’s knowledge, there are no current or potential

conflicts of interests between LISI S.A. and the members of the Board

of Directors, both in terms of their personal interests and of their

other obligations. The internal rules of the Board provide explicitly,

if applicable, for a situation of conflict of interests: “The members

of the Board of Directors have as an obligation to notify the Board of

any situation of conflict of interests, be it potential, current, or future,

where they are or are likely to be involved. Whenever the Board of

Directors deliberates on a subject that concerns one of its members,

either directly or indirectly, the said member is invited to leave, for the

time of deliberations and, if applicable, of the vote, the Board Meeting.”

2.4.2.4 No condemnation for fraud, involvement in bankruptcy or

incrimination and/or public sanction

To the Company’s knowledge, in the past five years:

–

no condemnation for fraud was pronounced against any of the

members of the Board of Directors;

–

none of the members of the Board of Directors has been involved

in any bankruptcy, receivership, or winding up, as a member of a

Board of Directors, management board, or supervisory board;

Information regarding the company and corporate governance