LISI GROUP - 2018 Financial report

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1.5 IAuditors’ fees
Thetablebelow liststhefeespaidtotheAuditorsappointedforcertifying
the Group’s separate and consolidated financial statements. These are
thefeespaidforservicesrenderedandrecognizedfortheyear2017 inthe
financial statements of LISI S.A. and its subsidiaries, whose income
statements for the year and balance sheets are fully consolidated.
The fees relative for tax services regarding the French or foreign companies, rendered by Bureau Francis Lefebvre or other consultancies, are not
listed in this table:
Ernst & Young Exco Foreign auditors
Amount Amount Amount
In thousands of euros N - 1 year N - 1 year N - 1 year
Audit
Auditors, certification, review of individual and consolidated
financial statements
- Holding company 25 31 31 31
- Fully consolidated subsidiaries 843 883 279 310 0 37
Other due diligence and services
- Holding company 30 16 23
- Fully consolidated subsidiaries 79 3 49 7 6 25
Sub-total 977 933 330 349 6 63
Other services rendered by the networks
to the fully consolidated subsidiaries
Legal, tax, and social
Miscellaneous services
Sub-total
TOTAL 977 933 382 349 6 63
Amounts included in other due diligence and services are for the examination of consolidated social, environmental and societal information.
2 IReport on corporate governance
LISI is a société anonyme (limited company) with a Board of Directors,
governed by French law, in particular the provisions of Book II of the
Commercial Code, and a number of provisions of the regulatory section
of theFrenchCommercial Code. The company has put in placemeasures
to comply with local recommendations regarding corporate governance
principles.
The LISI Group is a member of the AFEP-MEDEF corporate governance
code, whose recommendations it meets, except for those set out in
paragraph 2.10 of this chapter, in accordance with the “Apply or explain”
rule of theAFEP-MEDEFCode. Suchmembership has been confirmed by
the Board of Directors.
2.1 IRules of Procedure
ARTICLE 1 - PURPOSE OF THE RULES OF PROCEDURE
1.1 The members of the Board of Directors are subject to the laws and
regulations in force and to the bylaws of the Company.
1.2 Theserulesofprocedureareintended,intheinterestofthemembers
of the Board of Directors of the Company and its shareholders:
■■to remind themembers of the Board of their different duties;
■■tocomplete the legal and regulatory rules andby-lawprovisions, in
ordertoclarifytheoperatingproceduresoftheBoardofDirectors.
1.3 TheserulesofprocedureshallbebindingonallmembersoftheBoard
of Directors.
IfamemberoftheBoard isa legalentity,theprovisionsoftheserules
of procedure shall apply to its permanent representative as if he/she
was a member of the Board in his/her own name, without prejudice
totheobligationforthe legalentityhe/sherepresentstocomplywith
the obligations set out in these rules of procedure.
1.4 All members of theBoard are deemed, upon takingoffice, to adhere
to these rules of procedure and shall abide by all of their provisions.
1.5 Acopy of theseBoard of Directors’ rules of procedure shall be given
to each director, the Chief Executive Officer and, if applicable, to
each Deputy CEO at the time of their appointment.
Title I - Composition of the Board of Directors
ARTICLE 2 - COMPOSITION OF THE BOARD OF DIRECTORS
2.1 The Board of Directors is composed of at least three members and
no more than 18 members, to which can be added, if applicable,
employee representatives appointed in accordance with the legal
provisions.