Universal Registration Document 2019

151 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Corporate governance 6 • Honorary Chairman of GIFAS; • Chairman of the VIELLARD Family Association. 2.2.2  /  Family ties The only direct family ties between the aforementioned individuals are the following: ■ Gilles Kohler and Jean-Philippe Kohler are brothers; ■ Thierry Peugeot and Marie-Hélène Peugeot-Roncoroni are siblings; ■ Capucine Kohler is the daughter of Gilles Kohler. 2.2.3  /  No conflicts of interest To the Company’s knowledge, there are no current or potential conflicts of interests between LISI S.A. and the members of the Board of Directors, both in terms of their personal interests and of their other obligations. The Board’s Rules of Procedure expressly provide for conflicts of interest, when applicable: “The members of the Board of Directors are duty bound to inform the Board of any conflicts of interest, even potential, current or to come, which they are or may be involved in. Whenever the Board of Directors deliberates on a subject that concerns one of its members, either directly or indirectly, the said member is invited to leave, for the time of deliberations and, if applicable, of the vote, the Board Meeting.” 2.2.4  /  No condemnation for fraud, involvement in a bankruptcy or criminal offense 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; ■ none of the members of the Board of Directors has been involved in any 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 themembers of theBoard of Directors of theCompany. 2.3  /  Compensation and interests of corporate officers 2.3.1  /  Directors’ fees The Shareholders’ General Meeting, held on April 26, 2019, set the annual directors’ fees for members of the Board of Directors at €500,000 from the start of the financial year on January 1, 2019, until decided otherwise. The directors’ duties are compensated in the formof directors’ fees at meetings of the Board of Directors and other Committees of which they are members. The directors’ fees are paid to directors at the end of each half-year based on their participation in the meetings of the Board and Committees during the previous half-year. They include a fixed portion per session and a variable portion depending on the type of presence of the director in question (in person or via audio/ video). The directors’ fees paid to directors in 2018 included €111,000 for 2017 and €204,000 for 2018. The directors’ fees paid in 2019 totaled €455,000. The table below summarizes the attendance fees paid to directors and acquired by the directors for the period: Board Members Directors’ fees paid in 2018 by LISI S.A. (in euros) Directors’ fees paid in 2019 by LISI S.A. (in euros) Directors’ fees due in respect of 2018 (in euros) Directors’ fees due in respect of 2019 (in euros) Capucine KOHLER 24,000 33,750 15,000 33,750 Eric ANDRE 18,000 6,000 Isabelle CARRERE 24,000 34,500 15,000 34,500 Patrick DAHER 30,000 37,500 21,000 37,500 Emmanuelle GAUTIER 24,000 29,000 15,000 29,000 Gilles KOHLER 58,750 58,750 Pascal LEBARD 27,000 33,750 18,000 33,750 Lise NOBRE 48,000 53,750 30,000 53,750 Christian PEUGEOT 21,000 25,250 12,000 25,250 Thierry PEUGEOT 30,000 39,500 21,000 39,500 Marie‑Hélène PEUGEOT-RONCORONI 24,000 32,000 18,000 32,000 Véronique SAUBOT 12,000 44,750 12,000 44,750 Cyrille VIELLARD 33,000 32,500 21,000 32,500 TOTAL 315,000 455,000 204,000 455,000 The directors, other than Jean-Philippe Kohler and Emmanuel Viellard, did not receive any compensation other than the directors’ fees mentioned above from LISI, its subsidiaries and the controlling company CID.