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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
7
TITLE II - POWERS OF THE BOARD OF DIRECTORS, THE CEO AND THE
DEPUTY CEO - OPERATIONS SUBJECT TO PRIOR APPROVAL OF THE
BOARD OF DIRECTORS
ARTICLE 3 – POWERS OF THE BOARD OF DIRECTORS RESULTING FROM
LEGISLATIVE AND REGULATORY PROVISIONS IN FORCE
3.1 The Board of Directors determines the Company’s business
orientations and ensures their implementation. Subject to the
authority explicitly granted to Shareholders’ General Meetings and
within the limits of the corporate objective, it rules over any issue
regarding the proper operation of the Company and deliberates
to solve the issues that concern it.
3.2 In particular and without this list being exhaustive, the Board of
Directors in accordance with laws and regulations in force and
under the conditions and in themanner determined appropriate
by the present rules of procedure of the Board:
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is competent to convene the Shareholders’ General Meeting of the
Company and set its agenda;
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approves the strategic plan and annual budget of the Group
presented by senior management and any amendment to the
budget;
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prepares the separate and consolidated financial statements and
establishes the annual management report;
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authorizes the agreements referred to in Article L.225-38 of the
French Commercial Code;
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selects the means of exercising the senior management of the
Company, in accordance with Article 13 of the bylaws;
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appoints or dismisses:
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the Chairman of the Board of Directors;
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where applicable, the Vice-chairman of the Board;
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the CEO; and
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if applicable, on the proposal of the CEO, the Deputy CEO(s);
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determines the powers of the CEO and, where appropriate, in
agreement with the latter, those of the deputy CEO(s);
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can co-opt a director;
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sets the remuneration of the Chairman of the Board, the CEO and,
if applicable, the Deputy CEO(s);
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appoints themembers of the committees established in accordance
with the law, the Company bylaws and these rules of procedure;
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divides the directors’ fees among the directors in accordance with
these rules of procedure;
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approves the report of the Chairman of the Board regarding the
operation of the Board, internal control and risk management;
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may decide on the issuance of debt securities not convertible into
shares;
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authorizes the CEO of the Company, with powers to sub delegate, to
provide guarantees and endorsements by fixing, for each year, an
overall cap, and if necessary, a maximum amount per transaction.
3.3 Besides, the Board of Directors carries out any controls or checks
that it deems necessary. It verifies that each director receives
all necessary information and any documents that it considers
useful or necessary for the accomplishment of his/her duties.
3.4 Generally, the Board:
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is kept informed by its Chairman, the CEO of the Company or, if
available, the Deputy CEO(s) of the Company and the committees
of the Board, of all significant events concerning the business
performance of the Company and the Group;
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ensures that the shareholders receive the proper information, in
particular through its verification of the information provided to it
by the management of the Company; and
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ensures that the Company has the required procedures for
identifying, evaluating and monitoring its commitments and risks,
including off-balance sheet commitments, and adequate internal
control.
ARTICLE 4 – TRANSACTIONS SUBJECT TO PRIOR APPROVAL OF THE
BOARD OF DIRECTORS AS PART OF THE INTERNAL ORGANIZATION OF
THE COMPANY AND THE GROUP
4.1 In addition to legislative and regulatory requirements for prior
authorization of the Board and as part of the internal organization
of the Company and the Group, the following transactions shall be
subject to prior express approval of the Board before being taken
by the CEO of the Company or, if appropriate, by a Deputy CEO:
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decisions to take or transfer all significant interests in any existing
or future companies, to create any company, group or organization,
to subscribe to any issue of shares, stocks or bonds, excluding cash
transactions;
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decisions on a significant presence in France or outside France;
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directly by creating a site, a branch, a direct or indirect subsidiary, or
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indirectly through equity interests;
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and decisions to close such sites in France or outside France;
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significant transactions that may affect the Group’s strategy and
modify its financial structure or scope of activity.
4.2 Similarly, any significant industrial or commercial project shall
be subject to the express prior approval of the Board before
being initiated by the CEO of the Company or, if appropriate, by
a Deputy CEO.
LISI 2017 FINANCIAL REPORT