LISI GROUP - 2018 Financial report

139 / 171

They ensure, along with the other Board members, that the inspection
tasksarecompletedeffectivelyandwithouthindrance.Inparticular,they
ensure that procedures are in place in the company’s procedures for
monitoring compliance with laws and regulations in letter and spirit.
They ensure that the positions adopted by the Board, particularly as
regards the approval of the accounts, the strategic plan, the budget, the
resolutionstobesubmittedtotheShareholders’GeneralMeetingandthe
important issues concerning corporate life, are the subject of formal
decisions, properly motivated and transcribed in the minutes of its
meetings.
ARTICLE 40 - Obligations regarding the holding
of Company securities
Aspartoftheserulesandtocomplywiththegovernancerulesestablished
by AFEP-MEDEF, each director, other than employee representatives,
agrees to acquire a number of shares corresponding to a year’s
attendance fees and retain them in registered form.
Inaccordancewiththe lawsandregulations inforce,eachmemberofthe
Board of Directors:
■■undertakes to comply with the reporting obligations vis-à-vis the AMF;
■■alsoundertakesto immediately informtheCompanyofanyacquisition,
sale, subscription or exchange of shares of the Company as well as of
related financial instruments, whether the operation is carried out
directly or indirectly, by persons closely associated with members of
the Board of Directors in accordance with the laws and regulations in
force.
In addition, members of the Board and persons related to them under
applicable laws and regulations should not trade in the securities of the
Company:
■■during the 30 calendar days preceding the date of publication of annual
and interim consolidated results; and
■■during the 15 calendar days preceding the date of publication of
quarterly revenue.
2.2 IActivities of the Board and committees
during the year
2.2.1 IActivities of the Board in 2018
The Committeemet six times in 2018. With the exception of onemeeting
at which one of its members was absent, Board meetings took place in
2018 in the presence of all directors. Therefore, the meeting attendance
rate of its members was over 98%during the period.
The Board discussed the key topics and took the major decisions listed
below:
■■at the meeting of February 14, 2018, during which the non-executive
directors were able to meet in the absence of operational executive
directors, the Board signed off the LISI Group’s separate and
consolidated financial statements for financial year 2017 and the
allocation of earnings to be put to the vote of the Meeting on April 24,
2018. It also set the target related bonuses for 2017 and the variable
compensation for 2018 for the LISI operational directors; then
determined the final allocation of performance shares (15C17 plan) for
Group managers in line with the initial rules determined at the Board
meeting of December 17, 2015;
the Board reviewed the various ongoing projects relating to changes in
theGroup’sscope;itdeterminedtheprincipleandprocedureofacapital
increasereservedforemployeesoftheFrenchcompaniesoftheGroup
and decided to put to the following Shareholders’ General Meeting a
higherdividendforregisteredholdersofLISIshareswhohaveheldthem
for over two years.
During this same meeting, the Board noted that the mandates as
director of five of its members were due to expire at the Shareholders’
General Meeting of 2018 held to approve the financial statements for
2017. In its attempt to secure a better gender balance on the Boards of
Directors, the LISI Board decided to put to the vote of this following
Meeting the renewal of the mandates of Ms. Capucine Allerton-kohler,
Ms. Isabelle Carrere, Ms. Lise Nobre and Ms. Marie-Hélène Roncoroni-
Peugeotasdirectorsforaperiodoffouryears;thentoseekacandidate
to replace Mr. Eric ANDRE whose mandate had exceeded the twelve-
yearterm limitfortheindependencecriterion.Inthisnewconfiguration,
6 of the 14 Board membersare women; the percentage of women is
expected to rise from 36% at the end of 2017 to 43% at the end of 2018,
■■atthemeetingofApril25,2018,theBoardexamined indetailtheGroup’s
activity and results in the 1st quarter, which were affected by the
weakness of the Fasteners EuropeDivision; it also took note of the
revised annual forecasts and the progress of the Strategic and
OperationalActionPlansfor2018.Whenanalyzingthesefiguresandthe
annualresultsoutlook,theBoarddefinedthewordingofapressrelease
indicatingthattheGroup’smaineconomicandfinancialtargetsfor2018
would not be achieved;
■■atthemeetingofJune13,2018,theBoarddebatedtheapplicationofMs.
VéroniqueSaubotasanindependentdirector.Inlightofherprofessional
experience, expertise and skills she has displayed in positions with a
high level of responsibility in international groups and smaller
companies, and her familiarity with family companies, the Board,
unanimously and on the recommendation of the Nominations
Committee, decided to submit this application at an ordinary
shareholders’ general meeting called for this purpose,
Moreover, the Board provided a further update on the current projects
regarding changes to the Group’s scope;
■■atthemeetingofJuly25,2018,theBoardproducedtheinterimCompany
financial statements and the consolidated financial statements for the
LISI Group. It took note of the information provided by Senior
Management on current projects regarding changes to the Group’s
scope and gave its agreement in principle for the finalization of the
negotiation of an acquisition in the Automotive Fastener sector under
the conditions presented to it, at this same meeting, the Board noted
the subscription to the capital increase reserved for employees of
theGroup’sFrenchcompanieswhohavesigneduptothe“LISIenaction”
Group savings plan in the amount of €2,781,092 representing
90,442 shares; then approved the actual performance of this capital
increase;