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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
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ARTICLE 16 – DIRECTORS’ FEES PAID TO MEMBERS OF THE BOARD
16.1 In accordance with legal and regulatory provisions and the
provisions of the bylaws of the Company, the Shareholders’
General Meeting may allocate to the members of the Board, as
remuneration for their activity, as attendance fees, an overall
annual sum. This amount is proposed by the Compensation
Committee and submitted to the Shareholders’ General Meeting
by the Board.
16.2 An equivalent amount of attendance fees is set for each Board
or Committeemeeting. This amount is allocated to the directors
based on their attendance at meetings of the board or the
committees to which they belong.
TITLE IV – COMMITTEES OF THE BOARD OF DIRECTORS
ARTICLE 17 – STANDING COMMITTEES
17.1 The Board of Directors establishes four standing committees:
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an Audit Committee;
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a Compensation Committee;
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a Nominations Committee;
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a Strategic Committee.
17.2 The Board may, if necessary, subsequently establish other
committees of the Board. In this case, these ruleswill be amended
in order to specify the duties, resources, composition and rules
of operation of these new committees.
ARTICLE 18 – RULES COMMON TO ALL STANDING COMMITTEES
18.1 The task of the committee is to provide in-depth analysis and
reflection through thorough discussions of the Board and to
assist in the preparation of decisions of the latter.
The committees have no power of decision and the opinions, proposals
and recommendations that the committees submit to the Board are
not binding on it in any way.
18.2 The committee members must be directors and are appointed
personally by the Board.
A permanent representative of a legal entity that is also a director
may be designated as a member of a committee, provided that the
change of the permanent representative causes immediate loss of
membership of a committee.
18.3 The committee members may be reappointed.
18.4 A person may be a member of several committees.
18.5 Directors who would be appointed to one or more committees
shall be appointed for the term of their directorship.
18.6 The Boardmay dismiss ad nutumeachmember of a committee,
without the need to justify such dismissal.
18.7 The Board shall appoint fromamong themembers of a committee
the person who will serve as chairman of such committee.
18.8 Each committee determines the frequency of itsmeetings, which
are held at the place indicated in the notice, andmaymeet at any
time at the request of its Chairman, of amajority of itsmembers,
the Chairman of the Board or one third of the directors.
18.9 The author of the notice sets the agenda of the meeting.
18.10 A committeemaymeet only if more than half of itsmembers are
present, by any means permitted by the laws or regulations in
force, by the provisions of the bylaws or by those of the present
rules of procedure for the participation of Board members at
its meetings.
18.11 The opinions, proposals and recommendations of each
committee will be adopted by a majority of members of this
committee who are present.
The chairman of each committee shall have a casting vote in case of
a tie.
18.12 The Chairman of a committeemay invite all directors to attend
one or more sessions of the Committee and any other person
whose presence is useful or necessary to debate items on the
agenda of the session of the committee concerned.
Only members of a committee take part in its deliberations.
18.13 Each committee shall draw up minutes of its meetings.
These minutes are transmitted to all members of the committee.
18.14 In its field of competence, each committee issues proposals,
recommendations or opinions. To this end, it may propose to
the Board of Directors to cause to conduct, at the expense of
the Company, any internal or external surveys that can inform
the deliberations of the Board.
It can also hear one or moremembers of the senior management of the
Company, including the CEO or, if applicable, the Deputy CEOs.
It reports to the Board of Directors, through the voice of its Chairman
or, in his absence thereof of any other member designated for this
purpose, its work at each meeting of the Board of Directors.
LISI 2017 FINANCIAL REPORT