3.2. Non-Executive Directors
Non-executive directors — i.e. the two independent directors — receive no form of compensation other than directors’ fees.
3.3. Directors Fees
Directors’ fees approved annually by the General Shareholders’ Meeting are distributed equally among the directors. In view of the strong commitment displayed by the members of the Board of Directors, in particular the historically high rate of attendance at meetings of the Board of Directors and its Committees, and the number of meetings, the Board has not seen ﬁt to follow the recommendation of the AFEP-MEDEF Code and institute a variable portion dependent on attendance in calculating the payment of directors’ fees or a supplementary fee to encourage directors’ participation in specialized committees. The company has applied this method of allocation, distributing the fees equally among the directors and with no variable portion, for very many years. It has proved its effectiveness and reinforced the collegiate sense and spirit of solidarity among the directors. It acknowledges the directors’ 100% attendance rate (96% in 2014, exceptionally) at Board meetings and the 100% attendance rate at meetings of the Board Committees. Directors receive no additional attendance fees for their attendance at meetings of the Audit, Compensation and Strategic Committees.
4. PROHIBITION ON TRADING IN SHARES APPLICABLE
TO CERTAIN GROUP MANAGERS The Board of Directors decided on May 23, 2006, in keeping with the rules of corporate governance and, since its publication, with the AFEP-MEDEF Code, to prohibit members of the corporate management and management teams of the Lectra Group from buying or selling the company’s shares during the period starting ﬁfteen calendar days before the end of each calendar quarter and expiring two stock market trading days after the meeting of the Board of Directors closing the quarterly and the annual ﬁnancial statements of the Lectra Group. However, contrary to the recommendations
of the AFEP-MEDEF Code, this prohibition does not apply to the exercise of stock options during the period in question by any person ﬁguring on the list drawn up by the Board of Directors, but the said persons are required to hold any resulting shares until the expiration of the period. The Board of Directors has further decided that, in addition to each of its members, only the three members of the Executive Committee who do not hold a directorship have “the power to make management decisions regarding the company’s development and strategy” and “regular access to inside information”, and are therefore required to notify the AMF within the stipulated deadlines of any purchases, sales, subscriptions or exchanges of ﬁnancial instruments issued by the company. Daniel Dufag, the company’s General Counsel, has been named compliance ofﬁcer for all matters pertaining to the General Regulation of the AMF concerning the drawing up of lists of insiders. His duties include adapting the guidelines published by the ANSA and to draw up the guide to procedures speciﬁc to Lectra, to draw up lists of permanent and occasional insiders, to notify these people individually in writing, accompanied by a memorandum spelling out the procedures speciﬁc to Lectra. The list is regularly updated by the Board of Directors to indicate the people on this list that have left the company, together with those whom the General Management proposes to add to this list in virtue of their new duties or because they have reached a level of responsibility and information within the Group justifying their inclusion, or because they have been recently recruited. This list is reviewed and approved at least once a year by the Board of Directors.
5. SPECIFIC FORMALITIES FOR ATTENDANCE