LISI GROUP - 2018 Financial report

132 / 171

■■appoints the members of the committees established in
accordance with the law, the Company bylaws and these rules of
procedure;
■■divides the directors’ fees among the directors in accordancewith
these rules of procedure;
■■approves the report of the Chairman of the Board regarding the
operation of the Board, internal control and risk management;
■■may decide on the issuance of debt securities not convertible into
shares;
■■authorizes the CEO of the Company, with powers to sub delegate,
to provide guarantees and endorsements by fixing, for each year,
an overall cap, and if necessary, a maximum amount per
transaction.
3.3 Furthermore,theBoardofDirectorscarriesoutanycontrolsorchecks
that it deems necessary. It verifies that each director receives all
necessary information and any documents that it considers useful
or necessary for the accomplishment of his/her duties.
3.4 Generally, the Board:
■■is kept informed by its Chairman, the CEO of the Company or, if
available, the Deputy CEO(s) of the Company and the committees
of the Board, of all significant events concerning the business
performance of the Company and the Group;
■■ensures that the shareholders receive the proper information, in
particular through its verification of the information provided to it
by themanagement of the Company; and
■■ensures that the Company has the required procedures for
identifying, evaluating and monitoring its commitments and risks,
including off-balance sheet commitments, and adequate internal
control.
ARTICLE 4 - TRANSACTIONS SUBJECT TO PRIOR APPROVAL OF
THE BOARD OF DIRECTORS AS PART OF THE INTERNAL
ORGANIZATION OF THE COMPANY AND THE GROUP
4.1 In addition to legislative and regulatory requirements for prior
authorizationoftheBoardandaspartofthe internalorganizationof
theCompanyandtheGroup,thefollowingtransactionsshallbesubject
topriorexpressapprovaloftheBoardbeforebeingtakenbytheCEO
of the Company or, if appropriate, by a Deputy CEO:
■■decisions to take or transfer all significant interests in any existing
orfuturecompanies,tocreateanycompany,groupororganization,
tosubscribetoanyissueofshares,stocksorbonds,excludingcash
transactions;
• • decisions on a significant presence in France or outside France;
• • directlybycreatingasite,abranch,adirector indirectsubsidiary,
or
• • indirectly through equity interests;
• • and decisions to close such sites in France or outside France;
■■significant transactions that may affect the Group’s strategy and
modify its financial structure or scope of activity.
4.2 Similarly, any significant industrial or commercial project shall be
subjecttotheexpresspriorapprovaloftheBoardbeforebeinginitiated
by the CEO of the Company or, if appropriate, by a Deputy CEO.
4.3 The transactions referred to in the above two paragraphs (4.1 and
4.2) are deemed “significant” when they exceed the unitary amount
of €15million.
Before being submitted to the approval of the Board, any project of
sucha“significant”naturemusthavebeenpresentedtotheStrategic
Committee for its opinion.
4.4 TheBoardisalsosystematicallyaskedtoapproveexplicitlybeforehand
each of the following decisions and, provided it is, for the Company
orforoneoftheGroupcompanies,inanamountequalorgreaterthan
€50million:
■■grant or take out any loans, borrowings, credit and advances;
■■acquire or dispose of any receivables, by any means whatsoever.
4.5 Requests for prior, explicit approvals are:
■■listed on the agenda of theBoardmeeting duringwhich theywill be
addressed; and
■■handled during the meeting of the Company’s Board of Directors;
■■recorded in theminutes of Boardmeetings.
ARTICLE 5 - POWERS OF THE CEO AND, IF ANY, OF THE DEPUTY
CEOS – SPECIFIC LIMITATIONS PLACED BY THE BOARD OF
DIRECTORS ON THE POWERS OF THE CEO AND, IF NECESSARY, ON
THOSE OF THE DEPUTY CEOS
5.1 The powers that are, under the laws and regulations in force and the
bylaws of the Company and these Rules of Procedure of the Board:
■■neither reserved to the Board;
■■norreservedtotheShareholders’GeneralMeetingsoftheCompany.
are vested in the CEO of the Company and, if applicable, the Deputy
CEOs.
When deciding to appoint the CEO or, if applicable, a Deputy CEO,
specific limitsmay eventually be set by the Board of Directors to the
powers of the CEO of the Company or, if applicable, the Deputy CEO.
This section of the Rules of Procedure of the Board of Directors is
updatedonthedateoftheBoard’sdecisionto integratesaidspecific
limits.
The Board of Directorsmay further limit for a particular transaction,
the scope of the powers of the CEO or a Deputy CEO. If necessary,
these limits shall be set in the minutes of the Board meeting
authorizing the transaction.