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LISI 2011 —
101
— financial report
Information regarding the Company and corporate governance
Incentive scheme
Most of the companies within the Group have an incentive system
allowing employees to participate actively in the group’s performance.
The methods for calculating the sums involved depend on the criteria
of each company.
b) Group Savings Plan (PEG)
In 2001, the LISI Group created a savings plan dubbed
“LISI en actions”
for its French companies. In 2001, 2004, 2006 and 2010, the plan led
to employees participating in capital increases reserved for them of
€1.47 million, €0.8 million, €1.18 million and €0.9 million.
For other years, the PEG was renewed in the form of a repurchase of
shares.
The levels of voluntary contributions by employees, the profit-sharing
and the extent of profit-sharing schemes are set by the company in
accordance with a schedule.
Benefits granted to employees under the Group savings plan are
recorded to the income statement and assessed in accordance with
IFRS 2.
As at December 31, 2011, the “LISI en actions” plan consisted entirely
of LISI shares, for a total of 146,500 shares, and had 1,442 members.
In 2011, the Group savings plan was renewed in the form of a share
repurchase program.
c) Employee shareholding
The percentage of share capital held by the Group’s employees stood
at 1.4% as at December 2011.
2.7.2.2 Stocks options
a) Free shares granting plan
As a reward to several employees who have spent the majority of
their working lives employed within the LISI Group, and who have
actively contributed to its development, the Board of Directors, in its
meeting of July 28, 2009, with the permission of the General Meeting
of April 29, 2009, decided to allocate 3,300 LISI company shares, freely
and without condition, to four Group employees. The plan stipulates
that shares thus allocated shall be held for two years, during which
period they may not be sold on. This allocation was repeated in 2010
under the same conditions; it involved one person for an allocation of
600 shares.
b) Performance shares plan
Plan of 2009
Acting on the recommendation of the Compensation Committee,
LISI’s Board of Directors decided, on July 28, 2009, with the permission
of the General Meeting of April 29, 2009, to allocate performance
shares to members of the Executive Committee and to members of
the main Management Committees for the three LISI Group divisions,
subject to their meeting all or part of certain performance targets:
reaching on December 31, 2010 two criteria, namely consolidated EBIT
between 5% and 12% of consolidated sales, and consolidated Free
Cash Flow between 0% and 5% of consolidated sales. The maximum
allocated number of shares is 73,300 shares and concerns 145 French
employees. In order for the number to be equal to the number of
shares originally allocated, performance indicators need to be fully
respected. Where performance targets are not met, the number of
shares will be reduced accordingly. The plan also stipulates that shares
thus allocated shall be held for two years, during which period they
may not be sold on.
As far as the corporate officers are concerned, the Board of Directors
decided:
1) In order to receive at maturity all or part of the Performance Shares
to which they are entitled, each of the corporate officer directors
shall, at the end of the acquisition period, acquire 200 Company
shares.
2) The corporate officer directors shall retain 200 of any shares which
may have been allocated to them registered in their own name, and
until the termination of their employment.
75 employees outside of France will benefit from bonuses based on
the principles and conditions, but in the form of pay and salaries.
On February 16, 2011, the Board of Directors observed that
performance targets had only been partially met; as a result only 50%
of shares or bonuses will actually be allocated.
Plan of 2010
Acting on the recommendation of the Compensation Committee,
LISI’s Board of Directors decided, on July 28, 2010, with the permission
of the General Meeting of April 29, 2009, to allocate performance
shares to members of the Executive Committee and to members of
the main Management Committees for the three LISI Group divisions,
subject to their meeting all or part of certain performance targets:
reaching on December 31, 2011 two criteria, namely consolidated EBIT
in excess of 6% of consolidated sales, and consolidated sales revenue
in excess of €800m. The maximum allocated number of shares is
60,900 shares and concerns 123 French employees.
In order for the number to be equal to the number of shares originally
allocated, performance indicators need to be fully respected. Where
performance targets are notmet, the number of shareswill be reduced
accordingly. The plan also stipulates that shares thus allocated shall be
held for two years, during which period they may not be sold on.
As far as the corporate officers are concerned, the Board of Directors
decided:
1) In order to receive at maturity all or part of the Performance Shares
to which they are entitled, each of the corporate officer directors
shall, at the end of the acquisition period, acquire 200 Company
shares.
2) The corporate officer directors shall retain 200 of any shares which
may have been allocated to them registered in their own name, and
until the termination of their employment.
59 employees outside of France will benefit from bonuses based on
the principles and conditions, but in the form of pay and salaries.