LISI 2012 FINANCIAL REPORT
134
8
DOCUMENTS SPECIFIC TO THE ORDINARY GENERAL MEETING
1
Report by the Chairman
of the Board of Directors
Financial Security Law (Art. L 225-37 of the French Commercial
Code)
In accordance with the provisions of article L 225-37 of
the French Commercial Code on Financial Security, and the
recommendations of the French financial markets authority
(AMF), this report sets out the conditions governing the
preparation and organization of the Board of Directors’ work,
limitations to the Chief Executive Officer’s power, the principles
and rules governing the determining of the allowances in kind
granted to the corporate officers as well as internal control
procedures implemented within the Group.
This report was submitted to the Board of Directors on
February 19, 2013.
1.1 Preparation and organization of
the Board of Directors’ tasks
1.1.1 Organization
The Board meets whenever it is in the interests of the company
to do so. Directors may be invited to Board meetings by the
Chairman using any means available and even verbally. If
the Board has not met for more than two months, directors
representing at least one third of the members of the Board
can request that the Chairman call a meeting on a particular
agenda.
Decisions are made based on a quorum and a majority vote, as
provided for by the Law; in the event that votes are split, the
Chairman’s vote will be the casting vote. However, amajority of
three quarters of the votes of the members who are present or
represented is required when decisions relating to the following
issues are to be taken:
- The calculation of amortization and depreciation expenses
and of provisions,
- Proposals to bemade to the Shareholder’s OrdinaryMeeting
for the allocation of profits for the financial year just ended,
- Resolutions tobesubmittedtoaShareholder’sExtraordinary
Meeting,
- The replacement of a director who has resigned or is
deceased.
Copies or extracts of the deliberations of the Board of Directors
are certified as valid by the Chairman of the Board of Directors,
a Chief Executive Officer, a director who has been temporarily
vested with the Chairman’s powers or a representative
authorized to this effect. The Board of Directors sets out the
company’s business policies and ensures that they are followed.
The Board of Directors carries out any controls or checks that it
deems necessary.
1.1.2 Operating procedures
The Board meets upon invitation by the Chairman a minimum
of 5 times per financial year and whenever an important
decision is to be made. Each member participates in the tasks
supervised by the Chairman and decisions are made on a
majority vote of the members who are present or represented.
Debates are recorded in a report that is submitted for approval
by the members within a month of the meeting and signed at
the following meeting. The Board submits legal resolutions for
approval by the Shareholders’ Meeting
1.1.3 Preparation of tasks
• Prior to each Board meeting, participants receive a file that
has – as far as possible- been duly documented so that they
may adequately prepare for the meeting.
• Meetings that require the approval of annual and half-yearly
financial statements are accompanied by a presentation
by the Audit Committee, which will have met prior to the
meeting.
• Meetings on the subject of compensation are accompanied
by a presentation by the Compensation Committee, which
will have met prior to the meeting.
• Meetings dealing with strategic issues are accompanied by
a presentation by the Strategic Committee, which will have
met prior to the meeting.
1.1.4 Decision-making process
All major decisions are subjected to the Board's ratification,
in accordance with the operating procedures described in
paragraph1.2.Importantdecisionsinclude:approvaloffinancial
statements, acquisitions, disposals, forecasting elements, the
compensation of directors, the nomination of directors, or any
other element which may have a significant influence on the
financial statements.
1.2 Limitation of powers
The Chief Executive Officer and Chairman of the Board is
assisted by the Executive Vice President for the day-to-day
