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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
7
The director tries to avoid conflicts that may exist between his/ her
moral and material interests and those of the Company. He/She
informs the Board of any conflict of interest in which he/she may be
directly or indirectly involved. In cases where he/she cannot avoid
being in a conflict of interest, he/she will refrain from participating in
discussions and any decision on the matters concerned.
He/She has a duty to clearly express his/her questions and his/ her
opinions and strives to convince the Board of the relevance of his/her
positions. In case of disagreement, he/she ensures that the latter are
explicitly recorded in the minutes of the Board meetings.
Regarding employee directors ceasing to serve on the Board, they are
committed to taking the necessary steps to ensure their independence
and ensuring professional development in line with their skills.
Article 5 – Loyalty, good faith and reserve
The Director acts in good faith in all circumstances.
He/She does not take any initiative which might harm the interests of
the Company and he/she alerts the Board on any item he/she is aware
of that may appear to him/her likely to affect such interests.
He/She is committed to fully respect his/her duty of confidentiality
in respect of information and debates in which he/she participates
and respects the confidentiality of all information provided to him/
her in connection with his/her functions, as indicated in the rules of
procedure.
He/She shall not use any inside information to which he/she may have
access for personal gain or for the benefit of anyone. In particular,
where he/she holds non-public information regarding the Company
where he/she exercises his/her term of office, he/she refrains from
using it to deal or cause a third party to deal in the securities thereof.
Article 6 – Professionalism and involvement
Directors undertake to devote the necessary time and attention to
their duties.
They inquire about the jobs and the specifics of the Company, its
challenges and its values, including by questioning its leaders and
strive to obtain in a timely manner the elements they consider
essential to be informed and able to deliberate knowingly on the board.
They take part in Board Meetings regularly and diligently and attend, to
the extent possible, the Shareholders’ General Meetings.
To assist them in their task, the Company, upon appointment, offers
them an integration program allowing them to better understand the
various lines of business of the Group, its organization, its commercial
and technical issues and industrial processes.
This program may include in particular the visit of a production site.
Article 7 – Participation in the work of the Board
The directors contribute to the collegiality and efficiency of thework of
the Board and the Board Committees. Theymake any recommendation
they find likely to improve the working methods thereof, especially
during the periodic evaluation of the Board.
They accept the evaluation of their own actions on the Board.
They ensure, along with the other Boardmembers, that the inspection
tasks are completed effectively and without hindrance. In particular,
they ensure that procedures are in place in the company’s procedures
for monitoring compliance with laws and regulations in letter and
spirit.
They ensure that the positions adopted by the Board, particularly as
regards the approval of the accounts, the strategic plan, the budget,
the resolutions to be submitted to the Shareholders’ General Meeting
and the important issues concerning corporate life, are the subject of
formal decisions, properly motivated and transcribed in the minutes
of its meetings.
Article 8 – Obligations regarding the holding of Company securities
As part of these rules and to comply with the governance rules
established by AFEP-MEDEF, each director, other than employee
representatives, agrees to acquire a number of shares corresponding
to a year’s attendance fees and retain them in registered form.
In accordance with the laws and regulations in force, each member of
the Board of Directors:
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undertakes to comply with the reporting obligations vis-à-vis the
AMF;
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also undertakes to immediately inform the Company of any
acquisition, sale, subscription or exchange of shares of the
Company as well as of related financial instruments, whether the
operation is carried out directly or indirectly, by persons closely
associated with members of the Board of Directors in accordance
with laws and regulations in force.
In addition, members of the Board and persons related to them under
applicable laws and regulations should not trade in the securities of
the Company:
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during the 30 calendar days preceding the date of publication of
annual and interim consolidated results; and
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during the 15 calendar days preceding the date of publication of
quarterly revenue.
LISI 2017 FINANCIAL REPORT