LISI GROUP - 2018 Financial report

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ARTICLE 15 - ATTENDANCE RECORD – MINUTES
15.1 Anattendancerecord isheldwhich issignedbythemembersofthe
Board attending the Boardmeeting.
15.2 The draft of theminutes of the previous deliberations of the Board
aresentorprovidedtoallmembersoftheBoardatthelatesttogether
with the notice convening the next meeting.
ARTICLE 16 - DIRECTORS’ FEES PAID TO MEMBERS OF THE BOARD
16.1 In accordance with the legal and regulatory provisions and the
provisionsofthebylawsoftheCompany,theShareholders’General
MeetingmayallocatetothemembersoftheBoard,asremuneration
fortheiractivity,asdirectors’fees,anoverallannualsum.Thisamount
is proposed by the Compensation Committee and submitted to the
Shareholders’ General Meeting by the Board.
16.2 An equivalent amount of attendance fees is set for each Board or
Committeemeeting.Thisamountisallocatedtothedirectorsbased
on their attendance at meetings of the board or the committees to
which they belong.
Title IV – Committees of the Board of Directors
ARTICLE 17 - Standing committees
17.1 The Board of Directors establishes four standing committees:
■■an Audit Committee;
■■a Compensation Committee;
■■a Nominations Committee;
■■a Strategic Committee.
17.2 TheBoardmay,ifnecessary,subsequentlyestablishothercommittees
of the Board. In this case, these rules will be amended in order to
specify the duties, resources, composition and rules of operation
of these new committees.
ARTICLE 18 - RULES COMMON TO ALL STANDING COMMITTEES
18.1 The task of the committee is to provide in-depth analysis and
reflection by means of thorough discussions by the Board and to
assist in the preparation of decisions of the latter.
The committees have no decision-making power and the opinions,
proposals and recommendations that the committees submit to the
Board are not binding on it in any way whatsoever.
18.2 The committeemembersmust be directors and are appointedon a
personal basis by the Board.
Apermanentrepresentativeofalegalentitythatisalsoadirectormay
bedesignatedasamemberofacommittee,providedthatthechange
of the permanent representative causes immediate loss of
membership of a committee.
18.3 The committeemembersmay be reappointed.
18.4 A personmay be amember of several committees.
18.5 Directorswhowouldbeappointedtooneormorecommitteesshall
be appointed for the termof their directorship.
18.6 The Board may dismiss ad nutum each member of a committee,
without the need to justify such dismissal.
18.7 The Board shall appoint from among the members of a committee
the personwhowill serve as chairman of said committee.
18.8 Each committee determines the frequency of its meetings, which
are held at the place indicated in the notice of meeting, and may
meet at all times at the request of its Chairman, of a majority of its
members, the Chairman of the Board or one third of the directors.
18.9 The author of the notice sets the agenda of themeeting.
18.10 A committee may only meet if more than half of its members are
present,byanymeanspermittedbythe lawsorregulations inforce,
bytheprovisionsofthebylawsorbythoseoftheseRulesofProcedure
for the participation of members of the Board at itsmeetings.
18.11 Theopinions, proposals and recommendations of each committee
willbeadoptedbyamajorityofmembersofthiscommitteewhoare
present.
The chairman of each committee shall have a casting vote in case of
a tie.
18.12 The Chairman of a committeemay invite all directors to attend one
or more sessions of the Committee and any other person whose
presence is useful or necessary to debate items on the agenda of
the session of the committee concerned.
Onlymembers of a committee take part in its deliberations.
18.13 Each committee shall drawupminutes of itsmeetings.
Theseminutes are transmitted to all members of the committee.
18.14 In its field of competence, each committee issues proposals,
recommendations or opinions. To this end, it may propose to the
BoardofDirectorstohaveconducted,attheexpenseoftheCompany,
any internalorexternalsurveysthatcan informthedeliberationsof
the Board.
It can also hear one or more members of the senior management of
the Company, including the CEO or, if applicable, the Deputy CEOs.
ItreportstotheBoardofDirectors,throughthevoiceof itsChairman
or, in his absence of any other member designated for this purpose,
its work at eachmeeting of the Board of Directors.
18.15 Eachcommitteerulesasnecessaryonitsotheroperatingprocedures.
Each committee periodically ensures that its rules and operating
procedures allow it to assist the Board of Directors to deliberate
validly on the issues in respect of which it is competent.