Universal Registration Document 2019

156 LISI 2019 UNIVERSAL REGISTRATION DOCUMENT Corporate governance 6 2.4  /  Implementation of the “apply or explain” rule of the AFEP-MEDEF Code Provisions of the AFEP-MEDEF code not complied with Explanations NUMBER OF INDEPENDENT MEMBERS ON THE BOARD Art 8.3: the proportion of independent directors in the companies controlled should be at least one third. According to the criteria of the AFEP-MEDEF Code referred to by the company, Pascal Lebard, who has been a director for over 12 years, no longer enjoys the status of independent director. Consequently, the rule according to which the Board should comprise one third of independent directors is no longer met. They are considered to be “qualified persons”. There are five non-Group* directors, i.e. 36% of the Board members. The renewal of the next mandates will provide an opportunity to meet the target of one third independent directors (see paragraph 2.1 of this chapter) COMPOSITION OF THE NOMINATIONS COMMITTEE Art 16.1 Composition: It cannot have any Corporate Officer Managers and must consist primarily of independent directors The LISI Nominations Committee does not have any Corporate Officer Managers. However, it consists primarily of family group directors reflecting the company’s capital structure. LISI SHARES TO BE HELD BY DIRECTORS Art 19: unless otherwise required by law, each director must personally own a relatively significant number of shares in relation to the attendance fees received: Directors who do not have the required number of shares when they take up office shall use their attendance fees to acquire them. Directors who do not yet comply with this recommendation shall rectify the situation at the earliest possible date. * Independent directors and qualified persons