LISI GROUP - 2018 Financial report

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31.2 TheStrategicCommitteemayalsomeetwheneveraCouncildecision
is necessary andwithin the competence of the Committee.
31.3 The operation of the Strategic Committee is governed by the laws
and regulations in force as well as the provisions of the bylaws and
rules of procedure and in particular Article 18.
Title V – Adaptation and amendment
of the Rules of Procedure
ARTICLE 32 - ADAPTATION AND AMENDMENT OF THE RULES
OF PROCEDURE
TheseRulesofProceduremaybeadaptedandmodifiedbydecisionofthe
Board taken by a simple majority of directors present or represented at
themeeting of the Board, it being specified, however, that the provisions
of these rules that describe certain provisions of the bylaws can only be
changedas longasthecorrespondingprovisionsofthebylawshavebeen
previously amended by the Extraordinary General Meeting of the
Company.
Appendix – Directors’ charter
Preamble
LISI directors undertake to adhere to the guidelines contained in this
Charter and to implement them.
This Charter is established to allow directors to fully exercise their skills
and ensure the full effectiveness of the contribution of each of them to
the work of the Board of Directors, while abiding by the rules of
independence, ethics and integrity that bind them.
ARTICLE 33 - Corporate administration and interests
ThedirectorshallactatalltimesinthecorporateinterestsoftheCompany
and regardless of his/her mode of designation, see himself/herself as
representing all shareholders.
ARTICLE 34 - Compliance with legal requirements
and the Company’s bylaws
The directormust take the full measure of his/her rights and obligations.
He/She must know and respect the laws and regulations relating to his/
her function, and the rules applicable to the Company resulting from its
bylaws and the rules of procedure of the Board.
ARTICLE 35 - Performing duties: guidelines
The Director shall fulfill his/her duties with independence, loyalty and
professionalism.
ARTICLE 36 - Independence, conflict of interest
and duty to speak
TheDirector shall preserve in all circumstances his/her independenceof
analysis, judgment, decision and action. It is forbidden to be influenced
byanyelementforeigntothecorporate interestshe/sheseekstouphold.
The director tries to avoid conflicts thatmay exist between his/hermoral
and material interests and those of the Company. He/She informs the
Board of any conflict of interest in which he/she may be directly or
indirectly involved.Incaseswherehe/shecannotavoidbeing inaconflict
of interest, he/she will refrain from participating in discussions and any
decision on thematters concerned.
He/She has a duty to clearly express his/her questions and his/her
opinions and strives to convince the Board of the relevance of his/her
positions. In case of disagreement, he/she ensures that the latter are
explicitly recorded in theminutes of the Boardmeetings.
Regarding employee directors ceasing to serve on the Board, they are
committed to taking the necessary steps to ensure their independence
and ensuring professional development in line with their skills.
ARTICLE 37 - Loyalty, good faith and reserve
The Director acts in good faith in all circumstances.
He/She does not take any initiativewhichmight harmthe interests of the
Company and he/she alerts theBoard on any itemhe/she is aware of that
may appear to him/her likely to affect such interests.
He/She is committed to fully respect his/her duty of confidentiality in
respect of information and debates in which he/she participates and
respects the confidentiality of all information provided to him/her in
connectionwithhis/her functions, as indicated in the rules of procedure.
He/She shall not use any inside information to which he/she may have
access for personal gain or for the benefit of anyone. In particular, where
he/she holds non-public information regarding the Company where he/
she exercises his/her termof office, he/she refrains fromusing it to deal
or cause a third party to deal in the securities thereof.
ARTICLE 38 - Article 6 – Professionalism and involvement
Directors undertake to devote the necessary time and attention to their
duties.
They inquire about the jobs and the specifics of the Company, its
challenges and its values, including by questioning its leaders and strive
to obtain in a timely manner the elements they consider essential to be
informed and able to deliberate knowingly on the board.
They take part in Board Meetings regularly and diligently and attend, to
the extent possible, the Shareholders’ General Meetings.
Toassistthem intheirtask,theCompany,uponappointment,offersthem
an integration program allowing them to better understand the various
lines of business of the Group, its organization, its commercial and
technical issues and industrial processes.
This programmay include in particular the visit of a production site.
ARTICLE 39 - Participation in the work of the Board
The directors contribute to the collegiality and efficiency of the work of
the Board and the Board Committees. Theymake any recommendations
they think likely to improve the working methods thereof, especially
during the periodic evaluation of the Board.
They accept the evaluation of their own actions on the Board.