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LISI 2016 FINANCIAL REPORT
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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 newly
consolidating 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 approved 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
become established in North America, a territory in which it is currently
absent and which was considered as a priority in the last 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 itsmeeting 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 encompasses 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 in the year, 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 nomination of a new female director recommended by the
Nominations Committee. On the other hand, it asked the Chairman
to continue to look for new nominees 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.
1.1.4
I
Preparation of tasks
Prior to each Board meeting, participants receive a file that has been
duly documented so that they may adequately prepare for the meeting.
As part of the continuous improvement of the Board’s operating
methods, these documents must be submitted to the directors at
least three days before the meeting.
Meetings on the subject of remuneration are accompanied by a
presentation by the Compensation Committee. This Committee met
twice in 2016, with an attendance rate of 100% of its members.
Meetings relative to the approval of annual and half-yearly financial
statements are accompanied by a presentation by the Audit Committee.
This Committee met twice in 2016, with an attendance rate of 100%
of its members.
Meetings dealing with strategic issues are accompanied by a
presentation by the Strategic Committee. This Committee met twice
in 2016, with an attendance rate of 100% of its members.
Meetings dealing with subjects concerning the composition of
the Board of Directors are accompanied by a presentation by the
Nominations Committee. This Committee met once in 2016, with an
attendance rate of 100% of its members.
1.1.5
I
Decision-making process
There has been no addition to the Board’s decision-making process
during the 2016 financial year, the specific rules of such process being
described in Chapter 7 of the Annual Report.
1.1.6
I
Board assessment
In accordance with the practices recommended in the AFEP-MEDEF
Code, the Board conducts a formal self-assessment process every
three years to ensure it meets the expectations of shareholders that
have appointed it to manage the Company. This self-assessment,
which had been conducted for 2011 and 2012, was reviewed at the
Board meeting of December 17, 2015 through a new questionnaire
filled in by each director.
No further assessment was made during 2016.
Documents specific to the Shareholders General Meeting
8