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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
7
2.2
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ACTIVITIES OF THE BOARD AND COMMITTEES
DURING THE YEAR
2.2.1 Activities of the Board in 2017
The Board met five times during financial year 2017 and the rate of
meeting attendance of its members was 86%.
The Board discussed the key topics and took themajor decisions listed
below:
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at themeeting of February 21, 2017, during which the non-executive
directors were able tomeet in the absence of operational executive
directors, the Board signed off on the LISI Group’s separate and
consolidated financial statements for financial year 2016. It set the
amount of the bonuses on targets awarded to LISI executives for
2016, as well as their fixed remuneration for 2017; it also decided on
the final allocation of the performance shares awarded to Group
Managers in accordance with the initial rules laid down at the Board
meeting of October 23, 2014.
During that meeting, the Board noted that the term of office of Pascal
LEBARD expired at the 2017 Shareholders’ General Meeting that
approved the 2016 financial statements and that at the end of that
term, Pascal LEBARD reached the limit of twelve years of his term of
office within the Company, thus making him ineligible to be defined
as an independent director according to the AFEP-MEDEF Code to
which the Company refers. Nevertheless, in view of the experience
and recognized expertise of Pascal LEBARD, the Board unanimously
decided to submit the renewal of that mandate to a vote of said
Meeting.
As part of its measures for a better balance in the representation
of women and men on boards of directors, the LISI Board decided
to submit the candidacy of Emmanuelle GAUTIER to a vote of the
same 2017 meeting that approved the 2016 financial statements, thus
increasing the representation rate of women from 31% at the end of
2016 to 36% by the end of 2017.
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During the April 26, 2017 meeting held at the Villefranche de
Rouergue (Aveyron) site, the Board examined in detail the progress
of the Strategic and Operational Action Plans for the 2017 fiscal year,
giving special focus to three of them: the operational turnaround
of struggling sites (“Restore Success” plans), the reduction of
inventory in all divisions of the Group and the progress of the FORGE
2020 project concerning the construction of the new Forges de
Bologne plant. The directors then visited the new Villefranche de
Rouergue site, which specializes in fasteners for aerospace engine
manufacturers;
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at the July 26, 2017 meeting, the Board reviewed the separate and
consolidated financial statements of the LISI Group for the first
half-year; it took note of the information provided by the senior
management on external growth issues studied by the automotive
division and agreed in principle to continue negotiations with the
Seller parties.
At the same meeting, the Board examined the draft “Dividend
Premium” plan for individual shareholders and noted the interest
in taking on the subject of CSR (Corporate Social Responsibility);
■■
at the October 25, 2017 meeting, the Board reviewed all corporate
governance issues facing the Company. It also discussed the new
anti-corruption obligations introduced by the Sapin II Law as well
as the extra-financial information requirements to be addressed in
the Annual Report. The Board then reviewed the integration process
of the US automotive fasteners company TERMAX, which was
acquired effective the following October 31. Finally, it duly noted the
relocation of the Company’s head office to the renovated historic
buildings of the Forges de Grandvillars Group (Territoire de Belfort);
■■
the last meeting in the year, held on December 13, 2017, was reserved
for the presentation of the Company’s budget for the coming year
and the annual strategic review. The Board reviewed the various
focuses of the new 2017‑2021 strategic plan presented by the
Group’s Senior Management, major objectives that the Company
set for the end of the plan and the budgetary outlook for 2018, all of
which it approved in their entirety. Finally, the Board set up a new
performance share allocation plan called 17C19 and laid down the
rules applicable to it including the precise performance criteria.
2.2.2 Committee activities in 2017
Board Committees met five times during the financial year 2017 and
the rate of meeting attendance of its members was 100%.
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Audit Committee:
the Committee met twice in 2017.
It heard theAuditors report on the performance of their task andwas
informed by the Company’s Internal Control Manager. Information
relating to the consolidation perimeter and to the off-balance
sheet risks described in the appendix to the consolidated financial
statements was sent to the Audit Committee, which submitted a
report on its work to the Board of Directors. The Committee also
reviewed the impairment tests, the control of the Group’s major
investments and the risk of competing technological developments.
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Compensation Committee:
the Committeemet twice in 2017.
It presented its recommendations to the Board on the rules and terms
for compensation for the members of the Senior Management of
LISI S.A., set as variables. The Committee also submitted to theBoard
itsproposalsfortheimplementationandawardingofthe2014and2017
performance share plans.
LISI 2017 FINANCIAL REPORT