Universal Registration Document 2019

145 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Corporate governance 6 recommendation of the AFEP-MEDEF Code, revised in June 2018, on the composition of the Board, is explained in this document in paragraph 2.4. In the last point covered, the Board noted the state of progress of the CSR (Corporate Social Responsibility) approach implemented in each of the Group’s divisions. ■ At the meeting of July 24 , 2019, the Board approved the interim Company financial statements and consolidated financial statements of the LISI Group as well as the new annual results forecasts. It took note of the information provided by Senior Management on the current files on changes to the Group’s scope. ■ At the meeting of September 4 , 2019, which was held by conference call, the Board reviewed the proposed disposal of a Group automotive site. It noted the information provided and requested that the project be continued to completion under the conditions stated. ■ At themeeting of October 23, 2019 , the Boardwas informed of the Group’s activity and results for the first nine months of the year and reviewed the acquisition/disposal projects in progress. It then covered all of the governance topics relevant to the Company and which were the main purpose of the meeting, notably: • A review of any non-compliance of practices with respect to the AFEP-MEDEF Code, revised in June 2018, to which the Company refers leading to the implementation of action plans intended to rectify the gaps before the 2020 Shareholders’ General Meeting; • The proposal of a self-assessment questionnaire on the Board’s contributions and skills to be carried out by the end of 2019; • A review of Risk Mapping, Compliance, CSR and the URD; • The appointment of directors representing the employees, whichwill be the subject of a statutory change to be ratified by the 2020 Shareholders’ General Meeting. ■ The last meeting in the year, held on December 11, 2019, was reserved for the presentation of the Company’s budget for the coming year and the annual strategic review of the Group and its divisions. The Board reviewed the latest orientations of the new 2019‑2023 strategic plan presented by Group Senior Management and themain challenges the Group set for itself in the plan. It also reviewed the strategic issues to be handled in 2020, for which the Strategic Committee planned a meeting in early January to set its priorities. It then noted the budget outlook for 2020 and approved all of the data submitted to it. The Board implemented a newperformance share allocation plan called 19C21 and laid down the rules applicable to it including the performance criteria to be reached. Lastly, with respect to governance, the Board approved the proposals for changes to the Rules of Procedure of the Board and of the Committees and to the Directors’ Charter. During the session, each of the Directors was given a self- assessment questionnaire on their skills and expertisewithin the Board. The answers given in the questionnaires highlighted strengths and points for improvement with the latter leading to action plans to be implemented in 2020. 1.2  /  Committee activities in 2019 Board Committees met nine times during the financial year 2019 and the meeting attendance rate of its members was 95%. ■ Audit Committee: the Committee met three times in the financial year 2019. It heard the StatutoryAuditors’ report on the accomplishment of their task and the report of the Company’s Internal Control Manager on their activities. The information about the scope of consolidation, the off-balance sheet risks described in the notes to the consolidated financial statements, and impairment tests was sent to the Audit Committee, which submitted a report on its work to the Board of Directors. In 2019, the Committee also reviewed management’s work in terms of compliance and risk mapping, particularly with respect to digital security. ■ Governance Committee: this Committee met for the first time in 2019 and reviewed the following four topics in detail: • The status of the requests and expectations expressed by the Board which resulted in several recommendations to be implemented in 2020. • The directors representing the employees, whose appointment process and training and onboarding programs remain to be finalized. • The CSR and, notably, the plan to increase the number of women on the Group’s expanded EXCOM. • The newUniversal RegistrationDocument (URD) whichwill replace the Registration Document in 2020. ■ Nominations Committee: the Committee met once in the financial year 2019. It reviewed the succession plan of LISI’s Executive Committee (EXCOM) which involves all of the Group’s operational managers and all of its divisions. It also reviewed the Group’s Human Resources policy with respect to its diversity and non-discrimination aspects 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. Lastly, it reviewed the composition of the Board and, notably, the implications of the AFEP-MEDEF Code, revised in June 2018, to which the Company refers, with respect to the