LISI GROUP - 2018 Financial report

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2.3.2.3 - No conflicts of interest
To the Company’s knowledge, there are no current or potential conflicts
of interestsbetweenLISIS.A.andthemembersoftheBoardofDirectors,
both in terms of their personal interests and of their other obligations.
The Rules of Procedure of the Board provide explicitly, if applicable, for a
situation of conflict of interests: “Themembers of theBoard of Directors
have as an obligation to notify the Board of any situation of conflict of
interests, be it potential, current, or future, where they are or are likely to
be involved. Whenever the Board of Directors deliberates on a subject
that concerns one of its members, either directly or indirectly, the said
member is invitedto leave,forthetimeofdeliberationsand, ifapplicable,
of the vote, the Board Meeting.”
2.3.2.4 - No condemnation for fraud, involvement in bankruptcy
or incrimination and/or public sanction
To the Company’s knowledge, in the past five years:
−− no condemnation for fraud was pronounced against any of the
members of the Board of Directors;
−− noneofthemembersoftheBoardofDirectorshasbeen involved inany
bankruptcy, receivership, or winding up, as a member of a Board of
Directors, management board, or supervisory board;
−− no official incrimination and/or public sanction has been pronounced
by statutory or regulatory authorities against any of the members of
the Board of Directors of the Company.
2.4 ICompensation and interests
of corporate officers
2.4.1 IDirectors’ fees
The Shareholders’ General Meeting, held on April 27, 2016, set the annual
directors’ fees for members of the Board of Directors at €300,000 from
the start of the financial year started January 1, 2016.
The directors’ duties are compensated in the form of directors’ fees at
meetings of the Board of Directors and other Committees of which they
aremembers. The directors’ attendance fees are paid to directors at the
beginning of each half-year according to their participation in the
meetings of the Board and Committees during the previous half-year.
They amount to €3,000 per meeting of the Board or Committees.
Directors’ fees paid in 2018 amounted to €315,000 (including €111,000 in
respectof2017and€204,000 inrespectof2018);thefeesearnedfor2018
amounted to €240,000 and the attendance rate was 99%.
The table below shows the attendance fees paid to directors and acquired by the directors for the period:
Board Members
Directors’ fees paid
in 2017 by LISI S.A.
(in euros)
Directors’ fees paid
in 2018 by LISI S.A.
(in euros)
Directors’ fees due
in respect of 2017
(in euros)
Directors’ fees
payable in respect
of 2018 (in euros)
Capucine Kohler 12,000 24,000 12,000 18,000
Éric André 18,000 18,000 18,000 6,000
Isabelle Carrère 15,000 24,000 15,000 18,000
Patrick Daher 24,000 30,000 18,000 27,000
Emmanuelle Gautier 3,000 27,000 12,000 21,000
Gilles Kohler
Jean-Philippe Kohler
Pascal Lebard 18,000 27,000 15,000 21,000
Lise Nobre 33,000 48,000 30,000 33,000
Christian Peugeot 6,000 21,000 9,000 15,000
Thierry Peugeot 24,000 30,000 18,000 27,000
Marie-Hélène Peugeot-Roncoroni 12,000 21,000 9,000 18,000
Véronique Saubot 12,000 12,000
Cyrille Viellard 18,000 33,000 18,000 24,000
Emmanuel Viellard
Total 183,000 315,000 174,000 240,000
The directors other than Messrs. Kohler and Viellard did not receive any compensation other than the directors’ fees mentioned above from LISI,
its subsidiaries and the controlling company CID.