LISI GROUP - 2018 Financial report

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Audit Committee
ARTICLE 19 - WORK OF THE AUDIT COMMITTEE
19.1 TheAuditCommittee’sprimarydutiesincludereviewingtheaccounts
andmonitoringthe issuesrelatingtothepreparationandcontrolof
accounting and financial information.
As such, it is responsible for:
■■reviewingthedraftseparateandconsolidatedfinancialstatements,
interim and annual, before submission to the Board, including
ensuring the relevance and consistency of the accounting policies
adopted to prepare the separate and consolidated financial
statements and examining any difficulties encountered in the
application of the accounting policies;
■■reviewing the financial documents issued by the Company upon
closing the annual and interim financial statements;
■■assessing the reliability of the systems and procedures that
contribute to the preparation of financial statements and the
validity of decisions taken to handle significant transactions;
■■monitoringthe legalverificationoftheannualfinancialstatements
and consolidated financial statements by the auditors.
19.2 TheAuditCommitteealsohasthetaskofverifyingtheeffectiveness
of the Company’s internal control and riskmanagement systems.
As such, it is responsible for:
■■reviewing, with the heads of the Group’s internal audit, the
organizationof internalcontrol, itsfunctioningandtheprocedures
in place;
■■examining, with the heads of the Group’s internal audit:
• • the recommendations and objectives regarding internal control;
• • the monitoring of interventions and actions by the officials
concerned within the Group;
■■reviewing the results of the internal audit;
■■checking that the procedures used by the Internal Audit that
contribute to the financial statements of the Company accurately
reflect the reality of the Company and comply with its accounting
principles;
■■reviewing the adequacy of the analytical and risk monitoring
procedures, ensuring the establishment of a process of
identification, quantification and prevention of major risks arising
from the Group’s activities;
■■examining the draft report by the Chairman of the Board of
Directorsonthe internalcontrolproceduresandriskmanagement.
19.3 The Audit Committee is also responsible for checking the
effectiveness of the external control of the Company.
As such, it is responsible for:
■■issuing a recommendation on the auditors proposed for
appointmentbytheShareholders’GeneralMeetingoftheCompany;
■■ensuring the independence of the Company’s auditors;
■■ensuring the adequacy of the remuneration of the auditors of the
Company for the actual accomplishment of their task, a
remunerationthatshouldbesufficientsoasnottounderminetheir
independence and objectivity;
■■reviewingeachyear,withtheauditors,their interventionplans,the
conclusionsoftheirinterventions,theirrecommendations,andthe
way they are adhered to.
19.4 TheAudit Committee regularly reports to theBoardof Directors on
theperformanceofitsdutiesandinformsitpromptlyofanydifficulties
encountered. These reports are the subject of records provided to
directors at the relevant meetings of the Board of Directors.
ARTICLE 20 - MEANS AVAILABLE TO THE AUDIT COMMITTEE
20.1 Inaccordancewithapplicablelawsandregulationsandtheprovisions
of the bylaws and these rules, the Audit Committee in general and
eachofitsmembersinparticularmayrequestcopiesofinformation
theyfindrelevant,usefulornecessaryfortheperformanceoftheir
tasks.
20.2 Inaccordancewithapplicablelawsandregulationsandtheprovisions
of these rules, the Audit Committee may request to proceed with
thehearingoftheauditorsorhearplayersoftheCompany including
membersoftheseniormanagement,andinparticulartheCFO.These
hearingsmaybeheld,ifnecessary,withoutthepresenceofmembers
of senior management.
20.3 In accordance with applicable laws and regulations, the Audit
Committeemay, if itdeemsnecessary,engage intoan independent
investigation.
20.4 In general, the Audit Committee will be informed by senior
managementoftheCompanyandtheauditorsofanyeventthatmay
expose the Company, the Group or any of the Group entities, to
significant risk.
The appreciation of the significance of the risk shall be the task of
seniormanagement of theCompany or the auditors, under their own
responsibility.
ARTICLE 21 - COMPOSITION OF THE AUDIT COMMITTEE
21.1 The Audit Committee is composed of at least three members,
including its chairman.
21.2 TheChairmanoftheBoardofDirectorsand,intheeventoftheduties
of theCEObeingexercisedby a director other than theChairmanof
the Board, the CEO, cannot bemembers of the Audit Committee.
21.3 The majority of members of the Audit Committee, including its
Chairman, must be independent directors, in accordance with the
criteria defined in paragraph 2.4.
Themembers of the Audit Committee are chosen for their expertise
in financial matters.
ARTICLE 22 - OPERATION OF THE AUDIT COMMITTEE
22.1 TheAuditCommitteemeetsat leasttwiceayearpriortotheclosing
of the annual and interim financial statements.
22.2 The Audit Committee may alsomeet whenever a Board decision is
necessary andwithin the competence of the Committee.
22.3 The operation of the Audit Committee is governed by the laws and
regulations inforceaswellastheprovisionsofthebylawsandrules
of procedure and in particular Article 18.