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2.7.2
I
Share-based payments
2.7.2.1 Share purchase options
The Company had no stock options plans at December 31, 2017.
2.7.2.2 Award of performance shares
Acting on the recommendation of the Compensation Committee,
LISI’s Board of Directors decided, on October 23, 2014, to allocate
performance shares to members of the Executive Committee and
to members of the main Management Committees for the three
LISI Group divisions, subject to their meeting certain performance
targets. The fulfillment of these criteria at the end of 2016, namely the
Group RNA and the division RNA (see definition in paragraph 2.2.20
“Indicators” in this chapter), led to this plan being achieved during
financial year 2017 at 90% for LISI SA, 90% for the LISI AEROSPACE
division, 90% for the LISI AUTOMOTIVE division and 80% for the LISI
MEDICAL division. The final cost was allocated to the divisions.
Similar plans were set up in 2015, 2016 and 2017 to the extent that
the Board of Directors meeting on October 17, 2015, December 20,
2016 and December 13, 2017, renewed the start of a new plan under
similar terms.
The fair value of these benefits is recognized in the income statement
linearly over the vesting period.
The fair value of the benefits thus granted is recognized in 2017 in
Payroll expenses for €2.4 million for the employees of the French
companies, against shareholders’ equity, and for €0.4 million for the
employees of foreign companies, against social liabilities. This cost
was not allocated to divisions, and remains an expense at the LISI
S.A. level until the definitive realization of the plan.
2.7.3
I
Related-party information/Remuneration of members
of management bodies
2.7.3.1 Related-party information
Related parties include the parent company, company managers,
directors and Board members. There is no other jointly-owned
entity or entity recognized by equity method, or joint shareholder, or
business under joint control or significant influence with which the
LISI Group may have carried out transactions worthy of investigation.
The only relationship of the Group with its parent company (CID) is
through the capital holding. On the other hand, LISI S.A. provides
support to its subsidiaries in the fields of accounting, finance,
strategy and law.
2.7.3.2 Remuneration of managers and directors
Expenses
for the period
Liabilities
(in €’000)
2017
2016
2017
2016
Gross current benefits
(salaries, bonuses, etc.)
1,257
1,068
Post-employment benefits
(IFC)
83
86
373
290
Other non-current benefits
Termination benefits
Equity compensation
benefits
(51)
159
333
384
TOTAL REMUNERATION 1,289 1,313
706
674
The main directors will receive remuneration in the form of current
benefits, post-employment benefits and share-based payments.
With regard to this category, in 2016 and 2017, both directors of
LISI S.A. received performance shares in accordance with the same
terms and conditions as other members of the divisional Executive
Committees. With regard to the 2015 plan, two additional conditions
are imposed upon them, namely, to acquire 500 Company shares at
the end of the vesting period, and to keep in registered form a portion
of shares that were granted free (500 shares) up until the end of their
term of office. With regard to the 2016 and 2017 plans, the corporate
officers shall retain 20% of any performance shares which may have
been allocated to them until the termination of their employment.
Concerning the retirement gratuities, no specific benefit is
contractually agreed upon, apart from the benefits retirement.
2.7.4
I
Commitments
The Group draws up annually a detailed list of all contractual
commitments, financial and commercial commitments, and
contingent liabilities to which LISI S.A. and/or its subsidiaries are
party or exposed. This list is regularly updated by the departments
concerned and reviewed by Group Management. In order to ensure
that the information on this list is complete, accurate and consistent,
special control procedures have been implemented, including in
particular:
–
–
the regular examination of the minutes of Shareholders’ General
Meetings, Board Meetings, associated Committees that deal with
contractual commitments, disputes and authorizations for the
purchase or disposal of assets;
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LISI 2017 FINANCIAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
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