BOOK II: Commercial companies and economic interest groupings.

The minutes of the meeting shall indicate the names of the members of the Supervisory Board who are present, deemed to be present within the meaning of the third paragraph of article L. 225-82, excused or absent. It shall state the presence or absence of persons called to the Board meeting by virtue of a legal provision and the presence of any other person who attended all or part of…

Copies or extracts of the minutes of the deliberations are certified by the chairman of the supervisory board, the vice-chairman of the supervisory board, a member of the management board or a proxy authorised for this purpose. During the liquidation of the company, such copies or extracts shall be certified by a single liquidator. The certification may be made by means of an electronic signature that complies at least with…

Sufficient proof of the number of Supervisory Board members in office, and of their presence or representation at a meeting of the Board, shall be provided by producing a copy or extract of the minutes.

The Supervisory Board may authorise the Management Board to grant sureties, endorsements or guarantees on behalf of the company, up to a total amount that it shall determine. This authorisation may also set, for each commitment, an amount in excess of which the company’s surety, endorsement or guarantee may not be given. Where a commitment exceeds either of the amounts thus set, the authorisation of the Supervisory Board is required…

The period referred to in the fifth paragraph of article L. 225-68 is three months from the end of the financial year.

The Supervisory Board may confer on one or more of its members any special mandates for one or more specific purposes. It may decide to set up committees from among its members, the composition and powers of which it shall determine and which shall carry out their activities under its responsibility, without the purpose of these powers being to delegate to a committee the powers which are attributed to the…

The Chairman of the Supervisory Board shall notify the statutory auditors of the agreements and commitments authorised and entered into pursuant to Article L. 225-86 , within one month of entering into such agreements and commitments. It also informs them, for each agreement and commitment authorised and entered into, of the reasons justifying the interest of the latter for the company, retained by the Supervisory Board pursuant to the last…

The statutory auditors’ report, provided for in the third paragraph of Article L. 225-88, contains: 1° A list of the agreements and commitments subject to approval by the General Meeting; 2° The names of the members of the Supervisory Board or the Management Board concerned; 3° The designation of the shareholder(s) concerned holding more than 10% of the voting rights and, in the case of a corporate shareholder, the company…

The Supervisory Board freely distributes among its members, where applicable under the conditions provided for in Article L. 22-10-26, the overall sums allocated to them in the form of attendance fees; in particular, it may allocate to Board members who are members of the committees provided for in the second paragraph of Article R. 225-56 a greater share than the others. The Supervisory Board may authorise the reimbursement of travel…

The provisions of articles R. 225-34-2 to R. 225-34-6 are applicable to members representing employees and members representing employee shareholders on the supervisory board. For the application of these provisions, the Supervisory Board exercises the powers vested in the Board of Directors.