LISI 2012 FINANCIAL REPORT
        
        
          129
        
        
          
            7
          
        
        
          Information regarding the Company and corporate governance
        
        
          
            2.9.3 Directors’ Compensation
          
        
        
          
            Managers Corporate officers
          
        
        
          
            Employment
          
        
        
          
            contract
          
        
        
          
            Additional pension
          
        
        
          
            scheme
          
        
        
          
            Allowances or
          
        
        
          
            benefits due or
          
        
        
          
            likely to be due
          
        
        
          
            as a result of
          
        
        
          
            the termination
          
        
        
          
            or change in
          
        
        
          
            functions
          
        
        
          
            Allowances relative
          
        
        
          
            to a
          
        
        
          
            non-competition
          
        
        
          
            clause
          
        
        
          
            Yes
          
        
        
          
            No
          
        
        
          
            Yes
          
        
        
          
            No
          
        
        
          
            Yes
          
        
        
          
            No
          
        
        
          
            Yes
          
        
        
          
            No
          
        
        
          
            Gilles Kohler
          
        
        
          Function: Chairman and CEO
        
        
          X
        
        
          X
        
        
          X
        
        
          X
        
        
          Term of office start: 1985
        
        
          Term of office end: 2015
        
        
          
            Emmanuel Viellard
          
        
        
          Function: Deputy Chairman
        
        
          X
        
        
          X
        
        
          X
        
        
          X
        
        
          Term of office start: 2000
        
        
          Term of office end: 2013
        
        
          The terms for the salary of the Chairman and Chief Executive
        
        
          Officer and for the Vice President are approved by the Board of
        
        
          Directors on the advice of the Compensation Committee.
        
        
          In 2012, the variable portion of executive compensation is
        
        
          capped at 65% of the fixed remuneration. The allocation
        
        
          formula for the criteria used to determine the variable portion
        
        
          is as follows:
        
        
          • Operating margin for 20% of the fixed remuneration,
        
        
          • Free Cash Flow rate representing 20% of the fixed
        
        
          remuneration,
        
        
          • Share left at the discretion of the Compensation Committee,
        
        
          representing 25% of the fixed remuneration.
        
        
          The tables summarizing the compensation and options and
        
        
          shares allocated to each corporate officer director of LISI S.A.
        
        
          are as follows in euros:
        
        
          
            Gilles KOHLER
          
        
        
          
            Chairman and CEO of LISI S.A.
          
        
        
          
            2012
          
        
        
          
            2011
          
        
        
          Compensation due for the period
        
        
          461,449 407,785
        
        
          Valuation of the options allocated during
        
        
          the period*
        
        
          None None
        
        
          Valuation of the performance shares
        
        
          allocated during the period *
        
        
          117,230 88,813
        
        
          
            Total
          
        
        
          
            578,679 496,597
          
        
        
          * Valuation at closing price of December 31, 2011, i.e. €50.75 and 12/31/2012:
        
        
          €61.70.
        
        
          
            Emmanuel VIELLARD
          
        
        
          
            Deputy Chief Executive Officer of LISI S.A.
          
        
        
          
            2012
          
        
        
          
            2011
          
        
        
          Compensation due for the period
        
        
          429,747 366,412
        
        
          Valuation of the options allocated during
        
        
          the period*
        
        
          None None
        
        
          Valuation of the performance shares
        
        
          allocated during the period *
        
        
          114,145 86,275
        
        
          
            Total
          
        
        
          
            543,892 452,687
          
        
        
          * Valuation at closing price of December 31, 2011, i.e. €50.75 and 31/12/2012:
        
        
          €61.70 .