Book III: Companies

I.-Where the company is managed by a Board of Directors, the latter shall comprise at least three members, not including the members elected by the employees, in accordance with the provisions of Article L. 322-26-2 . The Articles of Association set the maximum number of Board members. However, if the Chairman of the Board of Directors dies, resigns, is removed from office or ceases to hold office following a decision…

I. – The Board of Directors determines the direction of the company’s business and oversees its implementation. Subject to the powers expressly attributed to the General Meeting and within the limits of the Company’s objects, the Board deals with all matters relating to the proper operation of the Company and settles the matters that concern it by its deliberations. In its dealings with third parties, the Company is bound even…

I. – The general management of the company is carried out, under the supervision of the Board of Directors and within the framework of the guidelines laid down by the latter, by a natural person appointed by the Board and bearing the title of Managing Director. However, if the company’s articles of association so provide, the Chairman of the Board of Directors may assume the role of Chief Executive Officer….

Without prejudice to the provisions of article R. 322-53-2, the Chief Executive Officer is vested with the broadest powers to act in all circumstances on behalf of the company. He exercises these powers within the limits of the corporate purpose and subject to those powers expressly granted by law to the General Meeting and the Board of Directors. He represents the Company in its dealings with third parties. The Company…