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LISI 2016 FINANCIAL REPORT
2.7.2
I
Share-based payments
2.7.2.1 Share purchase options
The Company had no stock options plans at December 31, 2016.
2.7.2.2 Award of performance shares
Acting on the recommendation of the Compensation Committee,
LISI’s Board of Directors decided, on October 24, 2013, to allocate
performance shares to members of the Executive Committee and
to members of the main Management Committees for the three
LISI Group divisions, subject to their meeting certain performance
targets. The fulfillment of these criteria at the end of 2015, namely the
Group RNA and the division RNA (see definition in paragraph 2.2.20
“Indicators” in this chapter), led to this plan being achieved during
financial year 2016 at 70% for LISI SA, 70% for the LISI AEROSPACE
division, 70% for the LISI AUTOMOTIVE division and 30% for the LISI
MEDICAL division. The final cost was allocated to the divisions.
Similar plans were set up in 2014, 2015 and 2016 to the extent that
the Board of Directors meeting on October 23, 2014, December 17,
2015 and December 20, 2016, renewed the start of a new plan under
similar terms.
The fair value of these benefits is recognized in the income statement
linearly over the vesting period.
The fair value of the benefits thus granted is recognized in 2016 in
Payroll expenses for €2.5 million for the employees of the French
companies, against shareholders’ equity, and for €1.0 million for the
employees of foreign companies, against social liabilities. This cost
was not allocated to divisions, and remains an expense at the LISI S.A.
level until the definitive realization of the plan.
2.7.3
I
Related-party information/Remuneration
of members of management bodies
2.7.3.1 Related-party information
Related parties include the parent company, company managers,
directors and Board members. There is no other jointly-owned
entity or entity recognized by equity method, or joint shareholder, or
business under joint control or significant influence with which the
LISI Group may have carried out transactions worthy of investigation.
The only relationship of the Group with its parent company (CID) is
through the capital holding. On the other hand, LISI S.A. provides
support to its subsidiaries in the fields of accounting, finance, strategy
and law.
2.7.3.2 Remuneration of managers and directors
Expenses for
the period
Liabilities
(in €’000)
2016
2015
at
12/31/2016
Gross current benefits (salaries,
bonuses, etc.)
1,314 1,026
Post-employment benefits (IFC)
290
450
290
Other non-current benefits
Termination benefits
Equity compensation benefits
384
225
384
Total remuneration
1,988 1,700
674
The main directors will receive remuneration in the form of current
benefits, post-employment benefits and share-based payments. With
regard to this category, in 2015 and 2016, both directors of LISI S.A.
received performance shares in accordance with the same terms and
conditions as other members of the divisional Executive Committees.
With regard to the 2015 plan, two additional conditions are imposed
upon them, namely, to acquire 500 Company shares at the end of the
vesting period, and to keep in registered form a portion of shares that
were granted free (500 shares) up until the end of their term of office.
With regard to the 2016 plan, the corporate officers shall retain 20% of
any performance shares which may have been allocated to them until
the termination of their employment.
Concerning the retirement gratuities, no specific benefit is
contractually agreed upon, apart from the benefits retirement.
2.7.4
I
Commitments
The Group draws up annually a detailed list of all contractual
commitments, financial and commercial commitments, and contingent
liabilities to which LISI S.A. and/or its subsidiaries are party or exposed.
This list is regularly updated by the departments concerned and
reviewed by Group Management. In order to ensure that the information
on this list is complete, accurate and consistent, special control
procedures have been implemented, including in particular:
–
–
the regular examination of the minutes of Shareholders’ General
Meetings, Board Meetings, associated Committees that deal with
contractual commitments, disputes and authorizations for the
purchase or disposal of assets;
–
–
review of sureties and guarantees as well as loan agreements and
any other banking commitments, in conjunction with the banks and
financial institutions;
–
–
review, together with both internal and external legal counsels, of
dispute and legal proceedings before the courts, environmental
questions, and the measurement of liabilities that might arise;
CONSOLIDATED FINANCIAL STATEMENTS
3