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DOCUMENTS SPECIFIC TO THE SHAREHOLDERS’ GENERAL MEETING
8
1.
I
2017 CORPORATE GOVERNANCE REPORT
In accordance with Order No. 2017-1162 of July 12, 2017 and Decree
No. 2017-1174 of July 18, 2017, this report sets out the composition
of the Board and the principle of equal representation of men and
women, the conditions governing the preparation and organization
of the Board of Directors’ work, limitations to the Chief Executive
Officer’s power, the principles and rules governing the setting of the
remuneration and benefits in kind granted to corporate officers aswell
as internal audit procedures implemented within the Group.
LISI refers to the corporate governance code for listed companies of
the AFEP-MEDEF in its November 2016 version, available on theMEDEF
website
(www.medef.com). Such membership has been confirmed
by the Board of Directors.
In order not to overload this report, the invariant part of the elements
referred to in Order No. 2017-1162 and Decree No. 2017-1174 relating
to corporate governance and internal audit is described in Chapter 7
of the Annual Report filed with the AMF. Such Chapter 7 sets out the
principles, the statutory provisions, those of the internal rules of the
Board and committee charters that define the tasks, composition and
rules of operation of the Board and its specialist committees.
This report describes the changes and events that occurred during the
2017 financial year that are subject to the legal provisions mentioned
above.
This report was submitted to, and approved by, the Board of Directors
on February 14, 2018.
1.1
|
TOTAL MANDATES AND FUNCTIONS OF CORPORATE
OFFICERS
The list of all mandates and functions exercised in any company
by each corporate officer during the financial year is provided in
Chapter 7 paragraph 2.4.2.
1.2
|
AGREEMENTS
In respect of financial year 2017, no agreement has been entered into,
either directly or through an intermediary, between, on the one hand,
one of the corporate officers or one of the shareholders having more
than 10% of the voting rights of a company and, on the other hand,
another company inwhich the first company directly or indirectly owns
more than half of the share capital, except for agreements entered into
in the ordinary course of business and on arms’ length terms. Similarly,
there was no continuation of previously authorized agreements.
1.3
|
CURRENT DELEGATION OF POWERS GRANTED
BY THE SHAREHOLDERS’ GENERAL MEETING FOR
THE PURPOSE OF CAPITAL INCREASES
Authorization for the Board of
Directors to issue shares for
cash up to a limit of €2 million
(nominal + premium); without
any preferential subscription
right
The Shareholders’ General Meeting
authorizes the Board of Directors,
under the provisions of Articles
L.225-19-6 and L. 225-138 et seq.
of the French Commercial Code
and L.3332-18
et seq.
of the French
Labor Code, to issue new shares
for cash, on one or more occasions,
solely at its discretion, reserved for
Group employees who are members
of the Company’s mutual fund.
The period during which the Board
of Directors shall be authorized to
issue these shares is twenty-six
months as of April 25, 2017.
1.4
|
MEANS OF EXERCISING THE SENIOR MANAGEMENT
OF THE COMPANY, IN ACCORDANCE WITH
ARTICLE L.225-51-1
At its meeting of October 21, 2015, the Board of Directors decided to
separate the function of Board Chairman from that of Chief Executive
Officer; as of March 1, 2016, the role of Chairman was assumed by Gilles
Kohler, while that of CEOwas assumed by Emmanuel Viellard , with the
assistance of Jean-Philippe Kohler as Deputy CEO.
1.5
|
COMPOSITION, CONDITIONS OF PREPARATION AND
ORGANIZATION OF THE WORK OF THE BOARD OF
DIRECTORS
The Board of Directors defines the Company’s strategy and business
policies and ensures that they are followed. The Board of Directors
also carries out any audits or checks that it deems necessary.
1.5.1
|
Organization
Four special committees were set up within the LISI Board of
Directors: the Audit Committee, the Compensation Committee, the
Strategic Committee as well as the Nominations Committee – the
first three tasked with supervising the work carried out by the Senior
Management in each of these three areas. Each committee will
submit a report on their work to the Board of Directors. The role and
composition of these Committees are described in Chapter 7 of the
Annual Report on Governance of the Company.
1.5.2
|
Composition
The Board of Directors represents the shareholders of the Company;
its composition aims to comply with the various balances of interests.
Themembers were chosen for their skills and knowledge of the various
markets in which the Group operates.
Since the Shareholders’ General Meeting of April 25, 2017, the Board
of Directors has comprised 14 members, nine of whom belong to the
majority family groups, three of whom are independent under the
terms of the AFEP-MEDEF Code (of corporate governance), with the
LISI 2017 FINANCIAL REPORT