LISI GROUP - 2018 Financial report

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Title III - Operation of the Board of Directors
ARTICLE 6 - ROLE OF THE CHAIRMAN OF THE BOARD
OF DIRECTORS
6.1 The Chairman of the Board of Directors or, if applicable, the Vice
Chairman of the Board, organizes and directs thework of the Board
and reports to the Company’s Shareholders’ General Meeting.
6.2 The Chairman of the Board of Directors proposes to the Board of
Directors to appoint the Secretary of the Board.
The Secretary of the Board is not required to be a member of the
Board. If the Secretary is not a member of the Board, he/she is
nevertheless subject to the same confidentiality obligations as the
members of the Board of Directors.
6.3 The Chairman of the Board ensures the proper operation of the
Company’s bodies, particularly the committees of the Board.
6.4 TheChairmanoftheBoardensuresthattheBoardmembersareable
to fulfill their duties, especially in committees.
6.5 The Chairman of the Board will make himself, at all times, available
for the members of the Board who may submit any question about
their duties.
6.6 TheChairmanoftheBoardensuresthatitsmembersdevotethetime
necessary to issues relating to the Company and the Group.
6.7 The Chairman of the Board is the only individual who can speak on
behalf of the Board.
6.8 In accordance with the laws and regulations in force, the Chairman
oftheBoardnotifies inareporttotheShareholders’GeneralMeeting
of the Company:
■■the composition of the Board;
■■theconditionsapplicabletothepreparationandorganizationofthe
Board’s work;
■■the internal control and risk management procedures in place,
detailing notably the procedures relating to the preparation and
processing of accounting and financial information for the
Company’s separate and consolidated financial statements.
ARTICLE 7 - FREQUENCY OF BOARD MEETINGS
7.1 The Board of Directors meets at least five times a year and as often
as the interests of the Company require.
7.2 The number of Boardmeetings and meetings of Board committees
held during the past year must be indicated in the report of the
Chairman of the Board to the Shareholders’ General Meeting, which
must also give shareholders all material information regarding the
participation of members of the Board members in these sessions
andmeetings.
7.3 Once a year at least, the directorsmeet without the presence of the
executivemembersoftheCompany.Atthismeeting,theymayrequest
the presence of the auditors or any other person to collect the
information necessary for the proper performance of their duties.
ARTICLE 8 - NOTICES OF BOARD OF DIRECTORS’ MEETINGS
AND RIGHT TO INFORMATION
8.1 TheBoardisconvenedbytheChairmanoftheBoardor,inhisabsence,
the Vice-Chairman.
8.2 At least one third of the directorsmay ask the Chairman to convene
theBoardonaspecificagendaiftheBoardhasnotmetformorethan
threemonths.
The CEO or, where appropriate, a Deputy CEO, may also ask the
Chairman to convene the Board of Directors on a specific agenda.
In both cases, the Chairman of the Board is bound by the requests
made to him/her and has to convene the Board within seven days of
the request. This period may be shortened in the event of an
emergency.
8.3 Meetingsarecalledbyanywrittenmeans.Thedeadlineforconvening
theBoardofDirectorsis15calendardays.Thisperiodmaybeshortened
in the event of a justified emergency.
TheBoardmayconductbusinessevenifnonoticeofmeetingwasnot
senttomembersifatleastthree-quartersofitsmembersarepresent
or represented.
8.4 Except intheeventofemergency,themembersoftheBoardreceive
the agenda of the session of the Board with the notice of meeting
and the information available at that day.
The entire documentation necessary for enlightening the directors
and enabling them tomake an informed decision about the items on
the agenda will be supplied at least three days before the relevant
meeting,exceptfortheJulymeetingdevotedtothereviewof interim
financial statements, where the deadline is shortened to two days
because of the particularly short deadlines provided that month to
close the said accounts.
Thus, any director may object to the review of an item that has not
been documented beforehand, except in urgent cases as indicated
above.
ARTICLE 9 - LOCATION OF MEETINGS
Meetings of the Board of Directors take place, preferably, in the
administrative offices of the Company or in any other venue specified in
the notice of meeting.
Periodically, a meeting shall be organized in a Group production unit so
thatthedirectorscanunderstandwhat themanufacturingconditionsare
and what capital expenditures are to bemade.
ARTICLE 10 - AGENDA
10.1 The Board of Directors is convened on a specific agenda.
10.2 EachdirectorhasthefreedomandresponsibilitytoasktheChairman
of the Board to include in the draft agenda certain items if he/she
believes that they fall within the remit of the Board.
10.3 Onceayearat least,theBoard is invitedbytheChairmantoconduct
a reviewof its procedures.