BOOK II: Commercial companies and economic interest groupings.

The conditions relating to the eligibility, electorate, composition of colleges, voting procedures, challenges, training, term and conditions of office, dismissal, protection of the employment contract and replacement of supervisory board members elected by employees or appointed pursuant to article L. 225-79-2 are set in accordance with the rules defined in articles L. 225-28 à L. 225-34.

The Supervisory Board elects from among its members a Chairman and Vice-Chairman who are responsible for convening the Board and chairing its discussions. It shall determine their remuneration if it so wishes. On pain of their appointment being null and void, the Chairman and Vice-Chairman of the Supervisory Board shall be natural persons. They shall hold office for the duration of the Supervisory Board’s term of office. The Chairman and…

The Supervisory Board may only validly deliberate if at least half of its members are present. Unless the Articles of Association provide for a greater majority, decisions are taken by a majority of the members present or represented. Except when the Board is convened to carry out the transactions referred to in the fifth paragraph of Article L. 225-68 and unless otherwise provided for in the Articles of Association, the…

The Supervisory Board deliberates annually on the company’s policy in terms of professional equality and equal pay on the basis of the indicators relating to professional equality between women and men mentioned in the first paragraph of article L. 2312-18 of the Labour Code and in article L. 1142-8 of the same code, where these apply, as well as on the basis of the plan for professional equality between women…

The General Meeting may allocate to the members of the Supervisory Board, 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. The amount of this sum is charged to operating expenses. Its distribution among the members of the Supervisory Board is determined by the latter. When the Supervisory Board is not composed in…

The Supervisory Board may allocate exceptional remuneration for assignments or mandates entrusted to members of the Supervisory Board. In this case, such remuneration, charged to operating expenses, is subject to the provisions of articles L. 225-86 to L. 225-90 and L. 22-10-30.

Supervisory Board members may not receive any remuneration, permanent or otherwise, from the company other than that provided for in articles L. 225-81, L. 225-83, L. 225-84 and L. 22-10-25 and, where applicable, those due in respect of an employment contract corresponding to actual employment. They may also be allocated vouchers mentioned in II of Article 163 bis G of the General Tax Code. The number of Supervisory Board members…

Any agreement entered into directly or through an intermediary between the company and one of the members of the Management Board or Supervisory Board, a shareholder holding more than 10% of the voting rights or, in the case of a corporate shareholder, the company controlling it within the meaning of Article L. 233-3 must be subject to the prior authorisation of the supervisory board. The same applies to agreements in…

The provisions of article L. 225-86 do not apply to agreements relating to ordinary transactions entered into on arm’s length terms or to agreements entered into between two companies, one of which holds, directly or indirectly, the entire share capital of the other, after deduction, where applicable, of the minimum number of shares required to meet the requirements of article 1832 of the Civil Code or articles L. 225-1, L….

The person directly or indirectly interested in the agreement is required to inform the Supervisory Board as soon as he/she becomes aware of an agreement to which Article L. 225-86 is applicable. If it sits on the Supervisory Board, it may not take part in the deliberations or vote on the authorisation requested. The Chairman of the Supervisory Board notifies the Statutory Auditors, if any, of all agreements authorised and…