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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
7
2.1
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RULES OF PROCEDURE
ARTICLE 1 – PURPOSE OF THE RULES OF PROCEDURES
1.1 Themembers of the Board of Directors are subject to the laws and
regulations in force and to the bylaws of the Company.
1.2 These rules of procedure are intended, in the interest of the
members of the Board of Directors of the Company and its
shareholders:
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to remind the members of the Board of their different duties;
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to complete the legal and regulatory rules and by-law provisions, in
order to clarify the operating procedures of the Board of Directors.
1.3 These rules of procedure shall be binding on all members of the
Board of Directors.
If amember of the Board is a legal person, the provisions of these rules
of procedure shall apply to its permanent representative as if he/she
was a member of the Board in his/her own name, without prejudice to
the obligation for the legal entity he/she represents to comply with the
obligations set out in these rules of procedure.
1.4 All members of the Board are deemed, upon taking office, to
adhere to these rules of procedure and shall abide by all of their
provisions.
1.5 A copy of these Board of Directors’ rules of procedure shall be
given to each director, Chief Executive Officer and, if applicable,
to each Deputy CEO at the time of their appointment.
TITLE I - COMPOSITION OF THE BOARD OF DIRECTORS
ARTICLE 2 – COMPOSITION OF THE BOARD OF DIRECTORS
2.1 The Board of Directors is composed of at least three members
and at most 18 members, to which can be added, if applicable,
employee representatives appointed in accordance with legal
provisions.
2.2 The directors may be:
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natural persons; or
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legal entities. In this case, they must, upon appointment, designate
a permanent representative, subject to the same conditions and
obligations and who shall have the same responsibilities as if he/
she were a director in his/her own name, without prejudice to the
joint liability of the legal entity he/she represents.
2.3 At least one third of directors must be independent members.
In general, is considered independent any director who has no
relationship of any kind with the Company, the Group or its senior
management, that could compromise the exercise of his freedom of
judgment.
2.4 A director is considered independent when he/she meets all of
the following conditions:
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he/shewas not, in the five years preceding his/her first appointment
as a corporate officer of the Company, an employee or officer of
the Company or a Group company and was not, at the time of his/
her appointment, an employee of the Company or an employee or
officer of a Group company;
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he/she is not a corporate officer of a company inwhich the Company
directly or indirectly holds a directorship or is a member of the
supervisory board;
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he/she is not amajor client, supplier, investment banker or financial
banker significant for the Company or its Group, or for whom the
Company or its Group represents a major portion of business;
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in respect of the directors exercising functions in one or several
banks, they should not have participated (i) in the preparation
or solicitation of service offerings by one of the banks from the
Company or a Group company (ii) in the work of one of these banks
in case of execution of a mandate given to the bank by the Company
or a Group company or (iii) in a vote on any resolution concerning a
project in which the bank concerned would or could be concerned
as an advisor;
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he/she has no close family ties with a corporate officer of the
Company or a Group company;
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he/she has not been auditor of the Company over the last five years;
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he/she has not been a member of the Company’s Board for over
12 years, provided that the loss of independent membership will
intervene only after the expiry of the term during which the period
of 12 years has been exceeded;
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he/she is not a major shareholder of the Company.
The Board of Directors may, however, consider that a director,
although not fulfilling any of the above criteria, can still be classified
as independent given his/her particular circumstances. In this case,
the Board will explain its decision in the annual report presented to the
meeting of shareholders.
2.5 Each year the independent status of each director shall be
discussed by the Nominations Committee and considered on
a case by case basis by the Board of Directors in light of the
above criteria.
The independent status shall also be discussed at the appointment of
a new director and on the reappointment of directors.
The findings of the review of the classification as independent by the
Board of Directors are made available to shareholders in the report
of the Chairman of the Board at the annual general meeting of the
Company.
2.6 The Board of Directors chooses among the independent directors
one lead independent director. His task is to serve as interface
between the Management of the Company and all the independent
directors. He ensures the proper operation of the governance
bodies of the Company.
LISI 2017 FINANCIAL REPORT