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LISI 2011 —
100
— financial report
Information regarding the Company and corporate governance
The Audit Committee’s examination of the financial statements must
be accompanied by a note from the Auditors highlighting the key
points not only of the results, but also of the accounting methods
selected, as well as a note from the company describing its exposure
to risks and any significant off-balance sheet commitments.
The Committee met twice in 2011. It heard the Auditors report on the
execution of theirmission andwas informed by the company’s General
Management of the internal procedures employed. Information
relating to the consolidation perimeter and to the off-balance
sheet risks described in the appendix to the consolidated financial
statements was sent to the Audit Committee, which submitted a
report on its work to the Board of Directors.
2.5
The Strategic Committee
The Strategic Committee is made up of 5 members, the majority of
which cannot be corporate officers. Members of this Committee
are Mrs. Lise Nobre, Messrs. Gilles Kohler, Jean-Philippe Kohler,
Emmanuel Viellard and Pascal Lebard. The Committee is chaired by
Mr. Gilles Kohler.
The Committee met twice in 2011.
2.6
Independent directors and directors
linked to the company
As per the principles advocated by the AFEP/MEDEF code, the directors
of the LISI Group SA are qualified independent directors when their
status meets the following six criteria:
– not being an employee or corporate officer of the company, not
being an employee or director of the parent company or of a
company that it consolidates and not having held such status for
the previous five years;
– not being a corporate officer of a company in which the company
directly or indirectly holds a director’s mandate or in which an
employee designated as such or a corporate officer (current or
having been so for less than five years) holds a director’s mandate;
– not being a client, supplier, investment banker or financial banker
significant for the company or its group, or for whom the company
or its group represents a major portion of business;
– not being a close relative of a corporate officer;
– not having been a company auditor for the previous five years;
– not having been a company director for more than twelve years.
In concrete terms, holders of the role of independent director are
people who are not linked directly or indirectly to the reference
shareholders which are CIKO, FFP and VIELLARDMIGEON& CIE (details
in paragraph 2.8.1 of this document).
2.7
Employees
2.7.1 Head count
2.7.1.1 Registered employees at period end by category
The table below shows the breakdown of Group staff by category:
2011
2010
Difference
N/N-1
Management
761
728
+ 4.5%
Supervisors
822
755
+ 8.9%
Staff and workers
6,929
5,618
+ 23.3%
Total
8,512
7,101
+ 19.9%
2.7.1.2 Registered employees at period end by division
The table below shows a breakdown of Group staff by business
activity:
2011
2010
Difference
N/N-1
LISI AEROSPACE
4,677
2,988
+ 56.5%
LISI MEDICAL
508
483
+ 5.2%
LISI AUTOMOTIVE
3,312
3,200
+ 3.5%
LISI COSMETICS
417
Holding company
15
13
+ 15.4%
Total
8,512
7,101
+ 19.9%
Temporary staff
engaged
627
425
+ 47.5%
2.7.1.3 Geographic breakdown of staff
The table below shows the breakdown of staff by geographic area:
2011
in % 2010 in %
France
4,727 56% 3,920 55%
Europe (excl. France)
1,638 19% 1,394 20%
North American continent 1,312 15% 1,246 18%
Africa
205
2%
Asia
630
7% 541
8%
Total
8,512 100% 7,101 100%
2.7.1.4 Consolidated sales revenue
EFTAW*
Voluntary departures
Churn rate
8,156
419
5.1%
* Equivalent full-time average wage.
2.7.2 Incentive schemes, profit-sharing and stock options
2.7.2.1 Employee profit-sharing
a) Profit-sharing and incentive scheme
Profit-sharing
The funds paid out in the form of special reserves for profit-sharing
during the past 3 years are as follows (in million euros):
2011
2010
2009
3.9
1.0
1.05