LISI GROUP - 2018 Financial report

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ARTICLE 11 - PARTICIPATION OF THE BOARD MEMBERS
AT BOARD MEETINGS
11.1 EachdirectorhastheopportunitytoberepresentedatBoardmeetings
by another administrator.
Each director may only represent one director during the same
meeting of the Board.
The proxy must be in writing, by letter, fax or email, the signed proxy
being in such a case attached to the said email.
ARTICLE 12 - USE OF MEANS OF VIDEO-CONFERENCE AND
TELECOMMUNICATIONS
12.1 ThemembersoftheBoardmayattendtheBoardmeetingbyvideo-
conference or telecommunications.
12.2 In accordance with the laws and regulations in force, this mode of
participation is not applicable when preparing the separate and
consolidated financial statements orwhenestablishing theannual
and interimseparate and consolidatedmanagement reports.
12.3 Thismethodofparticipationisnotapplicablefortheadoptionofthe
following decisions:
■■theappointmentanddismissaloftheChairmanandVice-Chairman
of the Board of Directors;
■■the appointment and dismissal of the CEO and, where applicable,
of the Deputy CEO(s).
12.4 Themeansusedshouldenabletheidentificationofparticipantsand
ensuretheireffectiveparticipationinthemeetingoftheBoard,that
istosayat leastforwardtheparticipants’votingintentionsandmeet
the technical requirements for continuous retransmission and
simultaneous deliberations.
12.5 ThemembersoftheBoardwhowishtoparticipateinaBoardmeeting
byvideo-conferenceorbytelecommunicationsshouldspecifythis
in writing to the Chairman at least 24 hours before the date of the
Boardmeeting.
12.6 TheBoardmembersparticipatinginthemeetingbyvideo-conference
or telecommunications are deemed present for the purposes of
calculating the quorumandmajority.
12.7 The necessary steps must be taken to allow the identification of
each speaker and the verification of the quorum.
12.8 In accordancewith the laws and regulations in force theminutes of
deliberations mentions the participation of members of the Board
by videoconference or telecommunications. It must also state the
possible occurrence of a technical problem relating to the
videoconference or telecommunications if ever such an incident
disrupted or interrupted the course of the session.
In case of occurrence of such an incident, the items processed after
the disruption or the interruption of the transmission will be ruled
upon again.
12.9 The Board members participating by video-conference or
telecommunications shall sign the minutes of the meeting at the
followingmeeting.
ARTICLE 13 - Rules relating to the adoption of decisions
13.1 Voting
■■Voting is by a show of hands.
■■If a Director so requests, the Board shall organize a recorded vote
or a secret ballot.
■■Ifrequestsforarecordedvoteandasecretballotaresubmittedfor
the same item, secret ballot voting takes priority.
13.2 Majority requirements
■■Decisions are taken by a majority of the members present or
represented at the vote. In case of a tie vote, the Chairman has the
casting vote.
■■Pursuant to Article 11 of the bylaws, resolutions shall be taken by a
three-fourthsmajorityvoteofthememberspresentorrepresented,
as regards the following questions:
• • calculation of amortization and depreciation expenses and of
provisions, notably for the calculation of provisions for
impairment in value of acquisitions;
• • proposals to be made at the Ordinary Shareholders’ General
Meeting for the appropriation of the results of the past year;
• • text of resolutions to be submitted to an Extraordinary General
Meeting;
• • replacement of a deceased or resigning director.
ARTICLE 14 - THIRD PARTY PARTICIPATION IN BOARD MEETINGS
Invitations
14.1 Depending on the issues on the agenda, the Chairman of the Board
may decide, in particular on a proposal a Board member, to invite
anypersonhe/shedeemsuseful,whetherornotanemployeeofthe
Company,topresentacaseortoinformthepreparatorydiscussions
prior to business being conducted.
Auditors
14.2 The auditors must be invited to attend all Board meetings during
which the annual or interim financial statements are reviewed,
whether they are consolidated or not.
14.3 The auditorsmay be invited to any Boardmeeting.
14.4 The auditors are convened at the same time as themembers of the
Board, but their notice of meeting is sent by registered letter with
acknowledgementofreceiptwhentheirparticipationismandatory.
Confidentiality obligation
14.5 In the event of a third partywho is not amember of the Board being
invited to a Board meeting or to the preparatory work for such a
meeting, the Chairman of the Board shall remind him of his
confidentialityobligationrelatingtotheinformationgatheredatthe
Boardmeeting or prior to it.