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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
7
2.5.8 Performance shares that became available during the financial year for each corporate officer manager
Plan
number and
allocation
date
Number of
shares that
became
available
during the
period
Acquisition
date
Date of
availability
Conditions
Gilles KOHLER
Function:
Chairman of the Board of Directors
No. 11
Date:
10/23/2014
4,200
02/21/2017
02/21/2017
600 shares were vested at the time of
the award and 600 shares must be held in
registered form until the termination of
the function of CEO
Emmanuel VIELLARD
Function:
CEO
No. 11
Date:
10/23/2014
4,095
02/21/2017
02/21/2017
600 shares were acquired at the time of
the award and 600 shares must be held in
registered form until the termination of
the function of CEO
Jean-Philippe KOHLER
Function:
Deputy CEO
No. 11
Date:
10/23/2014
2,555
02/21/2017
02/21/2017
The corporate mandate of Jean‑Philippe
Kohler started on March 1, 2016
2.6
|
IMPLEMENTATION OF THE “APPLY OR EXPLAIN” RULE OF THE AFEP-MEDEF CODE
Provisions of the AFEP-MEDEF code not complied with
Explanations
NUMBER OF INDEPENDENT MEMBERS ON THE BOARD
Art 8.3: the proportion of independent directors in the
companies controlled should be at least one third.
According to the criteria of the AFEP-MEDEF Code referred to by the company, Eric André
and Pascal Lebard, who have been directors for over 12 years, no longer enjoy the status
of independent directors. Consequently, the rule according to which the Board should
comprise one third of independent directors is no longer respected. They are considered
”qualified persons”.
The change in the number of directors resulting from the vote on the resolutions
submitted to the Shareholders’ General Meeting of April 24, 2018 would increase the
ratio of independent directors from 21% to 23% (31% if the “qualified person” director is
included).
It should also be noted that this change would increase the proportion of women on the
Board from 36% to 38%.
COMPOSITION OF THE AUDIT COMMITTEE
Art 15.1: the proportion of independent directors in the
Audit Committee should be at least two thirds.
At the end of the Shareholders’ General Meeting of April 24, 2018, the Audit Committee will
consist of two independent directors out of the three members composing it.
LISI SHARES TO BE HELD BY DIRECTORS
Art 20: unless otherwise required by law, each director
must personally own a relatively significant number
of shares in relation to the attendance fees received:
Directors who do not have the required number of shares
when they take up office shall use their attendance fees to
acquire them.
Directors who do not yet comply with this recommendation shall rectify the situation at
the earliest possible date.
LISI 2017 FINANCIAL REPORT