LISI GROUP - 2018 Financial report

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Compensation Committee
ARTICLE 23 - WORK OF THE COMPENSATION COMMITTEE
23.1 The Compensation Committee has the task of formulating to the
BoardofDirectorstherecommendationsandproposalsformembers
of the Boardwhowould be beneficiaries:
■■the allocation of directors’ fees;
■■all elements of remuneration of senior management of the
Company, including the conditions applicable at the end of their
mandate;
■■changes or potential changes to the pension and benefit plans
covering members of senior management of the Company;
■■benefits in kind and other pecuniary rights;
23.2 The Compensation Committee is also tasked with formulating to
the Board recommendations, the performance criteria to apply - if
any-whengrantingorexercisinganysharesubscriptionorpurchase
options, as well as when allocating free shares at Group level.
23.3 The Compensation Committee may also issue to the senior
management of the Group opinions or recommendations on:
■■the executive remuneration policy;
■■all incentive mechanisms in favor of the Group companies’
executive staff.
ARTICLE 24 - COMPOSITION OF THE COMPENSATION COMMITTEE
24.1 TheCompensationCommitteeiscomposedofatleastthreemembers,
including its chairman.
24.2 The Chairman of the Board of Directors and, in the event that the
CEO’s functions would be exercised by a director other than the
Chairman of the Board, the CEO, cannot be members of the
Compensation Committee.
24.3 ThemajorityofmembersoftheCompensationCommittee,including
its Chairman, must be independent directors, in accordance with
the criteria defined in paragraph 2.4.
ARTICLE 25 - OPERATION OF THE COMPENSATION COMMITTEE
25.1 TheCompensationCommitteemeetsatleastonceayeartoestablish
all the components of the remuneration of senior management of
the Company to submit for the approval of the Board.
25.2 The Compensation Committee may also meet whenever a Board
decisionisnecessaryandwithinthecompetenceoftheCommittee.
25.3 The operation of the Compensation Committee is governed by the
laws and regulations in force aswell as theprovisions of thebylaws
and rules of procedure and in particular Article 18.
Nominations Committee
ARTICLE 26 - WORK OF THE NOMINATIONS COMMITTEE
26.1 The Nominations Committee has the followingmissions:
■■to assist theBoard in selectingmembers of theBoardof Directors,
members of the Board’s committees and the Chairman, the CEO
and, if appropriate, the Deputy CEOs;
■■to select potential members of the Board who meet the
independence criteria and to submit the list to the Board;
■■to prepare the succession of members of senior management of
the Company;
ARTICLE 27 - COMPOSITION OF THE NOMINATIONS COMMITTEE
27.1 TheNominationsCommitteeiscomposedofatleastthreemembers,
including its chairman.
27.2 TheChairmanoftheBoardofDirectorsand,intheeventoftheduties
of theCEObeingexercisedby a director other than theChairmanof
the Board, the CEO, cannot be members of the Nominations
Committee.
ARTICLE 28 - OPERATION OF THE NOMINATIONS COMMITTEE
28.1 The Nominations Committee may also meet whenever a Board
decisionisnecessaryandwithinthecompetenceoftheCommittee.
28.2 The operation of the Nominations Committee is governed by the
laws and regulations in force aswell as theprovisions of thebylaws
and rules of procedure and in particular Article 18.
Strategic Committee
ARTICLE 29 - WORK OF THE STRATEGIC COMMITTEE
29.1 The Strategic Committee ponders and expresses its opinion on:
■■the strategic direction of the Company and the Group;
■■the Group’s development policy;
29.2 The Strategic Committee reviews and examines:
■■draft strategic agreements and partnership projects;
■■the acquisitions and the growth transactions affecting theGroup’s
structures, including proposed acquisitions of significant assets;
significant presence in France or overseas projects; projects to
create significant subsidiaries; the planned investments or
disposalsofsignificantshareholdingsandgenerallyanysignificant
project of any nature whatsoever.
A project presented by senior management is material when the
financial exposure of the Company or the Group exceeds the sumof
€15million.
29.3 In general, the Strategic Committee gives its opinion on any other
strategic issues the Board of Directors submits to it.
ARTICLE 30 - COMPOSITION OF THE STRATEGIC COMMITTEE
The Strategic Committee is composed of at least three members,
including its chairman.
The seniormanagement of theGroup is part of the Strategic Committee.
ARTICLE 31 - OPERATION OF THE STRATEGIC COMMITTEE
31.1 TheStrategicCommitteemeets at least once a year toestablish all
the components of the strategy of the Company to submit for the
approval of the Board.