LISI GROUP - 2018 Financial report

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2.2 The directorsmay be:
■■natural persons; or
■■legalentities.Inthiscase,theymust,uponappointment,designate
a permanent representative, subject to the same conditions and
obligations and who shall have the same responsibilities as if he/
she were a director in his/her own name, without prejudice to the
joint liability of the legal entity he/she represents.
2.3 At least one third of directorsmust be independent members.
In general, is considered independent any director who has no
relationship of any kind with the Company, the Group or its senior
management, that could compromise the exercise of his freedomof
judgment.
2.4 A director is considered independent when he/she meets all of the
following conditions:
■■he/shewasnot,inthefiveyearsprecedinghis/herfirstappointment
as a corporate officer of the Company, an employee or officer of
the Company or a Group company and was not, at the time of his/
her appointment, an employee of the Company or an employee or
officer of a Group company;
■■he/sheisnotacorporateofficerofacompanyinwhichtheCompany
directly or indirectly holds a directorship or is a member of the
supervisory board;
■■he/sheisnotamajorclient,supplier,investmentbankerorfinancial
banker significant for the Company or its Group, or for whom the
Company or its Group represents a major portion of business;
■■in respect of the directors exercising functions in one or several
banks, they should not have participated (i) in the preparation or
solicitation of service offerings by one of the banks from the
Company or a Group company (ii) in the work of one of these banks
incaseofexecutionofamandategiventothebankbytheCompany
or a Group company or (iii) in a vote on any resolution concerning a
project in which the bank concerned would or could be concerned
as an advisor;
■■he/she has no close family ties with a corporate officer of the
Company or a Group company;
■■he/shehasnotbeenauditoroftheCompanyoverthe lastfiveyears;
■■he/she has not been a member of the Company’s Board for over
12 years, provided that the status of independent membership is
lost only after the expiry of the term during which the period of
12 years has been exceeded;
■■he/she is not a major shareholder of the Company.
The Board of Directors may, however, consider that a director,
although not fulfilling any of the above criteria, can still be classified
as independent given his/her particular circumstances. In this case,
the Board will explain its decision in the annual report presented to
themeeting of shareholders.
2.5 Eachyeartheindependentstatusofeachdirectorshallbediscussed
by the Nominations Committee and considered on a case by case
basis by the Board of Directors in light of the above criteria.
The independent status shall also be discussed at the appointment
of a new director and on the reappointment of directors.
Thefindingsofthereviewoftheclassificationas independentbythe
Board of Directors are made available to shareholders in the report
of the Chairman of the Board at the Ordinary Shareholders’ General
Meeting of the Company.
2.6 The Board of Directors chooses among the independent directors
oneleadindependentdirector.Histaskistoserveasinterfacebetween
theManagement of the Company and all the independent directors.
He ensures the proper operation of the governance bodies of the
Company.
Title II - Powers of the Board of Directors,
CEO and the Deputy CEOs - transactions subject
to the prior approval of the Board of Directors
ARTICLE 3 - POWERS OF THE BOARD OF DIRECTORS RESULTING
FROM LEGISLATIVE AND REGULATORY PROVISIONS IN FORCE
3.1 The Board of Directors determines the Company’s business
orientationsandensurestheirimplementation.Subjecttotheauthority
explicitly granted to Shareholders’ General Meetings and within the
limitsofthecorporateobjective,itrulesoveranyissueregardingthe
properoperationoftheCompanyanddeliberatestosolvethe issues
that concern it.
3.2 In particular and without this list being exhaustive, the Board of
Directorsinaccordancewith lawsandregulationsinforceandunder
the conditions and in the manner determined appropriate by the
present rules of procedure of the Board:
■■is competent to convene the Shareholders’ General Meeting of the
Company and set its agenda;
■■approves the strategic plan and annual budget of the Group
presented by senior management and any amendment to the
budget;
■■prepares the separate and consolidated financial statements and
establishes the annual management report;
■■authorizes the agreements specified in Article L.225‑38 of the
French Commercial Code;
■■selects the means of exercising the senior management of the
Company, in accordance with Article 13 of the bylaws;
■■appoints or dismisses:
• • the Chairman of the Board of Directors;
• • where applicable, the Vice-Chairman of the Board;
• • the CEO; and
• • if applicable, on the proposal of the CEO, the Deputy CEO(s);
■■determines the powers of the CEO and, where appropriate, in
agreement with the latter, those of the Deputy CEO(s);
■■can co-opt a director;
■■sets the remuneration of the Chairman of the Board, the CEO and,
if applicable, the Deputy CEO(s);