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DOCUMENTS SPECIFIC TO THE SHAREHOLDERS’ GENERAL MEETING
8
other two members, having been directors of the Company for more
than 12 years at the 2017 year-end, no longer deemed independent.
The Board is currently comprised of five women and nine men. The
proportion of women Board members is 36% compared with 31% the
previous year.
AVice-Chairman, acting as Senior Director, was appointed at theBoard
meeting of February 17, 2016. The Vice-Chairman’s role is to assist
the Chairman in corporate governance issues and liaise between the
Company’s senior management and the independent directors. The
Vice-Chairman, who was chosen among the independent directors,
is Lise Nobre.
1.5.3
|
Application of the principle of gender equality within
the Board of Directors
The Company intends to continue the “feminization” of its Board of
Directors; To comply with the provisions of the AFEP-MEDEF Code
and with the Copé-Zimmermann Act, the Board of Directors will press
ahead with its initiative, undertaken since a number of years now, for
gender equality within the Board of Directors.
1.5.4
|
Preparation of tasks
Prior to each Board meeting, participants receive a file that has been
duly documented so that theymay adequately prepare for themeeting.
As part of the continuous improvement of the Board’s operating
methods, these documentsmust be submitted to the directors at least
three days before the meeting.
Meetings on the subject of remuneration are accompanied by a
presentation by the Compensation Committee. This Committee met
twice in 2017, with an attendance rate of 100% of its members.
Meetings relative to the approval of annual and half-yearly financial
statements are accompanied by a presentation by the Audit
Committee. This Committee met twice in 2017, with an attendance
rate of 100% of its members.
Meetings dealing with strategic issues are accompanied by a
presentation by the Strategic Committee. This Committee met once
in 2017, with an attendance rate of 100% of its members.
Meetings dealing with subjects concerning the composition of
the Board of Directors are accompanied by a presentation by the
Nominations Committee. This Committee did not meet in 2017.
1.5.5
|
Decisionmaking process
There has been no addition to the Board’s decision-making process
during the 2017 financial year, the specific rules of such process being
described in Chapter 7 of the Annual Report.
1.5.6
|
Board assessment
In accordance with the practices recommended in the AFEP-MEDEF
Code, the Board conducts a formal self-assessment process every
three years to ensure it meets the expectations of shareholders that
have appointed it to manage the Company. This self-assessment,
which had been conducted for 2011 and 2012, was reviewed at the
Boardmeeting of December 17, 2015 through a newquestionnaire filled
in by each director.
No further assessment was made during 2017.
1.6
|
LIMITATION OF THE AUTHORITY OF THE SENIOR
MANAGEMENT
The senior management has the broadest powers to manage the
Company within the limits of those conferred by law and the bylaws
to the Board of Directors.
1.7
|
IMPLEMENTATION OF THE “APPLY OR EXPLAIN”
RULE OF THE AFEP-MEDEF CODE
The list of the different provisions of the AFEP MEDEF code which
have been ruled out and the reasons why, are presented in Part 2.6
of Chapter 7.
1.8
|
SPECIAL CONDITIONS APPLICABLE TO THE
PARTICIPATION OF SHAREHOLDERS IN THE
SHAREHOLDERS’ GENERAL MEETING
Shareholders wishing to physically attend the Shareholders’ General
Meeting may request an admission card as follows:
–
–
for registered shareholders:
on the day of the Shareholders’
General Meeting, go directly to the counter specially provided for
this purpose with proof of identity or ask for an admission card from
BNP PARIBAS Securities Services, – CTS Assemblées Générales –
Les Grands Moulins de Pantin 9, rue du Débarcadère – 93761 Pantin
Cedex, by registered letter with acknowledgment of receipt;
–
–
for bearer shareholders:
ask the authorized intermediary who
manages their securities account for an admission card to be sent
to them.
Shareholders not personally attending this General Meeting and
wishing to vote by correspondence or to be represented by giving
a proxy to the Chairman of the General Meeting, to their spouse
or partner with whom they have signed a civil solidarity pact or to
another person may:
–
–
for registered shareholders:
return the single postal or proxy voting
form, to the following address: BNP PARIBAS Securities Services, –
CTS Assemblées Générales – Les Grands Moulins de Pantin – 9, rue
du Débarcadère – 93761 Pantin Cedex;
–
–
for bearer shareholders:
ask for this form from the intermediary
whomanages his/her securities, from the date the General Meeting
is convened. The single postal or proxy voting form should be
accompanied by a participation certificate issued by the financial
intermediary and sent to the following address: BNP PARIBAS
Securities Services, – CTS Assemblées Générales – Les Grands
Moulins de Pantin – 9, rue du Débarcadère – 93761 Pantin Cedex.
To be accepted, the postal voting forms should be received by the
Company or the Assemblées Générales Department of BNP Paribas
Securities Services, at the latest three days prior to the General
Meeting.
The shareholders may obtain, within the legal time limits, the
documents provided for in Articles R. 225-81 and R. 225.83 of
the French Commercial Code by request sent to BNP PARIBAS
Securities Services, – CTS Assemblées Générales – Les Grands
Moulins de Pantin – 9, rue du Débarcadère – 93761 Pantin Cedex.
LISI 2017 FINANCIAL REPORT