AFEP-MEDEF Code recommendations not implemented The Board of Directors to discuss the compensation of executive directors in the absence of the latter Formal evaluation of the functioning of the Board of Directors every three years at least, assisted by an outside consultant should the need arise
Explanation In view of the highly transparent nature of the Board’s discussions on all subjects in full session, the Board has never deemed it necessary to follow this recommendation. André Harari and Daniel Harari abstain from voting on matters concerning them. The Board considers that, because of its small size, the comprehensive nature of the subjects discussed, the extent of its disclosure, and the fact that the directors are accustomed to working together and regularly discussing its functioning, this recommendation is satisﬁed informally, and that the Board does not feel the need for a formal evaluation, or measurement of the directors’ individual contribution to the Board’s work.
Independent directors to meet In light of the way in which the Board of Directors functions, the company’s periodically in the absence of independent directors have not seen ﬁt to follow this recommendation, bearing the executive or internal directors. in mind that they have the opportunity to meet and discuss matters without the presence of the executive directors, in the course of the meetings of the Board committees.
2. INTERNAL CONTROL AND RISK MANAGEMENT
PROCEDURES ESTABLISHED BY THE COMPANY In its work, and in preparing this report, the company referred to the principles set forth in the reference framework published by the AMF in January 2007, and to its guide to implementing this recommendation for small and mid-sized companies updated in July 2010. The general approach adopted for this purpose makes due allowance for issues speciﬁcally applicable to the company and its subsidiaries having regard to their size and respective activities. This chapter refers to the parent company Lectra SA and to its consolidated subsidiaries. The risk management and internal control procedures are intimately bound up with the strategy of the Group and its business model, with which they evolve. They must enable the control and management of risks within the Group while optimizing its operating performance, respecting its culture, values and ethical standards. The Group regularly reviews its internal control and risks management procedures in order to identify areas for progress within the framework of its continuous improvement program. The overhaul and updating of certain procedures, the establishment
of a self-assessment procedure for internal control processes, and harmonization of the ﬁnancial reporting information system are all part of this program. The main risks to which the company is exposed, given the speciﬁc nature of its activities, structure and organization, and that of its strategy and business model, are discussed in chapter 4 of the Management Discussion, to which the reader is referred. This chapter also covers the management of these risks: their identiﬁcation, their analysis and how they are addressed. The internal audit approach implemented by the Group is a key component of risk management.
2.1. Group Internal Control and Risk Management
System The internal control system designed and implemented by the Group comprises a body of rules, procedures and charters. It also encompasses reporting obligations and the individual conduct of all of the players involved in the internal control system by virtue of their knowledge and understanding of its aims and rules. This system aims at providing reasonable assurance of achieving the following objectives:
98 – 2014 Financial Report