Universal Registration Document 2019

144 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Corporate governance 6 Report on corporate governance LISI is a société anonyme (limited company) with a Board of Directors, governed by French law, in particular the provisions of Book II of the Commercial Code, and a number of provisions of the regulatory section of the French Commercial Code. The company has put in place measures to comply with local recommendations regarding corporate governance principles. The LISI Group subscribes to theprovisions of theAFEP‑MEDEF corporate governance code, which was revised in June 2018, and whose recommendations it complies with, except for those set out in paragraph 2.4 of this chapter, in accordance with the “Apply or explain” rule of the AFEP-MEDEF Code. Such membership has been confirmed by the Board of Directors. 1  /  Activities of the Board of Directors and of the Committees in 2019 1.1  /  Activities of the Board in 2019 The Board of Directors met seven times during the 2019 financial year, once bymeans of a conference call. Themember attendance rate was 84% during the financial year. The Board discussed the key topics and took the major decisions listed below: ■ at the meeting of February 20 , 2019, 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 2018 and the allocation of earnings to be put to the vote of the Meeting on April 2019. It also approved the target-based bonuses for the 2018 financial year and the fixed compensation of LISI’s operations managers for 2019. The Board next decided on the proposal made by the Compensation Committee on the allocation of performance shares of the 16C18 plan for Group managers based on the initial rules established during the Board meeting of December 20, 2016. Noting that the Group did not create any value over the reference period, the Board, in accordance with the rules defined, decided that it would not allocate any shares for this plan. The Board reviewed the current files on changes in the Group’s scope. On that occasion, the Board described its method for the application of the insider trading procedure. During the same session, the Board noted that the director mandates of seven of its members were due to expire at the Shareholders’ General Meeting of 2019 held to approve the financial statements for 2018. It therefore decided to submit the renewal of the mandates of the following members to a vote at the next Shareholders’ General Meeting: Patrick Daher, Gilles Kohler and Emmanuel Viellard as directors for a period of four years, as well as CIKO, whose permanent representative is Jean-Philippe Kohler, COMPAGNIE INDUSTRIELLE DE DELLE, whose permanent representative is Thierry Peugeot and VIELLARD MIGEON et COMPAGNIE, whose permanent representative is Cyrille Viellard, as director for four years. It also decided to submit the candidacy of FFP Invest, represented by Christian Peugeot, for a director mandate for a period of four years. Last, the Board approved the major strategic issues to be presented by Senior Management and to be discussed at the meeting of April 25 th . ■ At the meeting of April 25, 2019 , the Board reviewed the business activity and results of the Group for the first quarter in detail. This included the recovery of the Fasteners Europe Unit and the LISI AUTOMOTIVE division’s difficulties due to the drop in global production. The Boardmembers were also informed of the annual re-forecasts for the current year. The Group’s Senior Management then informed the Board of the conditions of the agreement for the disposal of its two subsidiaries, INDRAERO SIREN and LISI AEROSPACE Creuzet Maroc, whose main activities consist of sheet metal manufacturing and the assembly of aerostructures. The Board gave its approval for the project. TheBoard thendiscussed themajor strategy issues proposed by the Strategic Committee and asked Group Senior Management to provide it, by the end of 2019, with a draft strategic development plan for the Group, setting the proposed priorities, decisions and the schedule. ■ At its meeting of June 5, 2019 , the Board reviewed the succession plans for the Executive Committee (EXCOM) and its non-discrimination and diversity policy as it would apply to theGroup. The Board took note of the information provided and encouraged the Senior Management of the Company to intensify its actions in favor of women and for their promotion to the management ranks of the Group. In addition, the Board reviewed its composition and, notably, the number and proportion of independent directors, several of whom will lose their independent status in the coming years due to the fact that they will reach the 12-year term limit before the expiration of their term of office. On a proposal by its Nominations Committee, the Board decided to maintain the directors in position until the end of their mandates. The decision, which involves waiving the