LISI GROUP - 2018 Financial report

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The Board asked its Chairman and the Group’s operational management
to draw up an action plan concerning these different topics, to be
implemented in 2019.
A governance review is scheduled during a Board meeting in the 4th
quarter of 2019.
2.3 IThe administrative bodies
2.3.1 IComposition of the Board of Directors
and the specialized Committees
As of December 31, 2018, the Group’s Board of Directors consisted of
14members.
■■Among its members, the Board has nine family group directors, four
“independent” directors as strictly defined by the AFEP-MEDEF Code
used by the Company and one “qualified person” director who has been
a director of LISI for more than 12 years and thus no longer enjoys the
status of independent director.
The representation rate for these three groups is therefore as follows:
64% for Family Directors, 29% for Qualified Persons and 7% for
Independent Directors. This distribution corresponds globally to the
capital structure of the Company, with the family groups holding nearly
66%of the share capital of LISI as of December 31, 2018.
■■Similarly, the Board is composed of six women and eight men, and the
proportion of womenmembers of the Board is therefore 43%.
■■TobeinstrictcompliancewiththeprovisionsoftheAFEP-MEDEFCode,
the Board will continue its strategy to reach the formal rate of a third
of independent directors.
Composition at December 31, 2018
Independent
director
Date of
appointment
Term of office
expires
Board of Directors
Member of the Board of Directors
Gilles KOHLER
1985
OGM 2019 [1]
Chairman of the Board of Directors 1999
Members of the Board of Directors: Isabelle CARRÈRE 2014 OGM 2022 [3]
Patrick DAHER X 2009 OGM 2019 [1]
Emmanuelle GAUTIER X 2017 OGM 2021 [2]
Capucine KOHLER 2014 OGM 2022 [3]
SAS CIKO represented
by Jean- Philippe KOHLER [5] 2002 OGM 2019 [1]
Pascal LEBARD 2005 OGM 2021 [2]
Lise NOBRE X 2008 OGM 2022 [3]
Christian PEUGEOT 2003 OGM 2019 [1]
Compagnie Industrielle de Delle represented
by Thierry PEUGEOT [4] 1977 OGM 2019 [1]
Marie-Hélène PEUGEOT-RONCORONI 2014 OGM 2022 [3]
Véronique SAUBOT X 2018 OGM 2022 [3]
Viellard Migeon & Cie represented
by Cyrille VIELLARD [6] 1977 OGM 2019 [1]
Emmanuel VIELLARD 2000 OGM 2019 [1]
Secretary of the Board of Directors Maître Olivier PERRET (Fiscalité sociétés)
Audit Committee
Member of the Audit Committee:
Chairman of the Audit Committee Lise NOBRE X
Members of the Audit Committee: Emmanuelle GAUTIER X
Cyrille VIELLARD
Compensation Committee
Member of the Compensation
Committee Chairman of the
Compensation Committee
Patrick DAHER X
Members of the Compensation
Committee
Lise NOBRE X
Thierry PEUGEOT