BOOK II: Commercial companies and economic interest groupings.

Under penalty of nullity of the contract, directors other than legal entities are prohibited from contracting loans from the company in any form whatsoever, from being granted an overdraft by the company, whether on a current account or otherwise, and from having their commitments to third parties guaranteed or endorsed by the company. However, if the company operates a banking or financial establishment, this prohibition does not apply to current…

Subject to articles L. 225-21-1, L. 225-22, L. 225-23, L. 225-27 and L. 225-27-1, directors may not receive from the company any remuneration, permanent or otherwise, other than that provided for in articles L. 225-45, L. 225-46, L. 225-47 and L. 225-53 of this code. They may also be allocated the warrants mentioned in II of article 163 bis G du code général des impôts. Any statutory clause to the…

The General Meeting may allocate to the directors, as remuneration for their activity, a fixed annual sum that this meeting determines without being bound by provisions of the Articles of Association or previous decisions. This amount is included in operating expenses. Its distribution among the directors is determined by the Board of Directors. When the Board of Directors is not composed in accordance with the first paragraph of article L….

The Board of Directors may allocate exceptional remuneration for assignments or mandates entrusted to directors. In this case, such remuneration, charged to operating expenses, is subject to the provisions of articles L. 225-38 to L. 225-42.

The Board of Directors shall elect from among its members a Chairman who shall be a natural person, failing which the appointment shall be null and void. It shall determine his remuneration. The Chairman shall be appointed for a term which may not exceed his term of office as a director. He may be re-elected. The Board of Directors may dismiss him at any time. Any provision to the contrary…

The Articles of Association must provide for an age limit for the performance of the duties of Chairman of the Board of Directors which, in the absence of an express provision, is set at sixty-five years. Any appointment made in breach of the provisions set out in the previous paragraph shall be null and void. When a Chairman of a Board of Directors reaches the age limit, he shall be…

In the event of the temporary impediment or death of the Chairman, the Board of Directors may delegate a director to act as Chairman. In the event of temporary impediment, this delegation is given for a limited period. It is renewable. In the event of death, it is valid until the election of the new Chairman.

The Chairman of the Board of Directors organises and directs the work of the Board, on which he reports to the General Meeting. He ensures that the company’s bodies function properly and, in particular, that the directors are able to fulfil their duties.

The general management of the company is assumed, under its responsibility, either by the Chairman of the Board of Directors or by another natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer. Under the conditions defined by the Articles of Association, the Board of Directors chooses between the two methods of exercising general management referred to in the first paragraph. Shareholders and third…

In the event of the opening of receivership or compulsory liquidation proceedings pursuant to Titles III and IV of Book VI, the persons referred to in these provisions may be made liable for the company’s liabilities and are subject to the prohibitions and disqualifications, under the conditions provided for by the said provisions.