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LISI 2016 FINANCIAL REPORT
2.5.8
I
Performance shares that became available during the financial year for each corporate officer manager
Plan
number and
allocation
date
Number
of shares
that became
available
during the
period
Acquisition
date
Date of
availability
Conditions
Gilles KOHLER
Function:
Chairman of the Board of Directors
No. 10
Date:
10/24/2013
4,200
2/17/2016 2/17/2016
650 shares were acquired at the time
of the award and 1,000 shares must
be held in registered form until the
termination of the function of CEO
Emmanuel VIELLARD
Function:
CEO
No. 10
Date:
10/24/2013
4,095
2/17/2016 2/17/2016
650 shares were acquired at the
time of the award and 1,000 shares
must be held in registered form until
the termination of the function of CEO
Jean-Philippe KOHLER
Function:
Deputy CEO
No. 10
Date:
10/24/2013
2,555
2/17/2016 2/17/2016 The corporate mandate of Jean Philippe
Kohler started on March 1, 2016.
2.6
I
IMPLEMENTATION OF THE AFEP-MEDEF “APPLY OR EXPLAIN” RULE
Provisions of the AFEP-MEDEF code not complied with
Explanations
NUMBER OF INDEPENDENT MEMBERS ON THE BOARD
Art 8.3: the proportion of independent directors in
the companies controlled should be at least one third.
According to the criteria of the AFEP-MEDEF Code referred to by the company,
Eric André, who has been director for over 12 years, no longer enjoys the status of
independent director. Consequently, the rule according to which the Board should
comprise one third of independent directors is no longer respected. Measures have
been taken towards the appointment of two additional women as independent
directors at the earliest possible date. The appointment of the new female independent
director is on the agenda for the Shareholders’ General Meeting of April 25, 2017.
The search for another female independent director with experience in the sectors of
interest to the Group and in the medical field is in progress. This will enable compliance
with the Copé-Zimmermann Act on gender equality on Boards of Directors.
COMPOSITION OF THE AUDIT COMMITTEE
Art 15.1: the proportion of independent directors
in the Audit Committee should be at least two thirds.
The Audit Committee is composed of one third of independent directors,
one third of senior directors and one third of non-independent directors.
A new independent director will be appointed to this committee at the earliest
possible date, in order to comply with the requirement of the AFEP-MEDEF Code.
LISI SHARES TO BE HELD BY DIRECTORS
Art 20: unless otherwise required by law, each director
must personally own a relatively significant number
of shares in relation to the attendance fees received:
Directors who do not have the required number of shares
when they take up office shall use their attendance
fees to acquire them.
Directors who do not yet comply with this recommendation shall rectify the situation
at the earliest possible date.
Information regarding the company and corporate governance
7