TITLE II: Provisions specific to various commercial companies.

The office of director elected by the employees or appointed pursuant to article L. 225-27-1 is incompatible with any office as trade union delegate, member of the works council, member of the group works council, employee delegate or member of the company’s health, safety and working conditions committee. It is also incompatible with any mandate as a member of a European Works Council, if one exists, or, for European companies…

The directors elected by the employees or appointed pursuant to article L. 225-27-1 shall have the time necessary to carry out their mandate effectively, under the conditions defined by decree in the Conseil d’Etat.

The directors elected by the employees or appointed pursuant to Article L. 225-27-1 are entitled, at their request, to training adapted to the exercise of their mandate, at the company’s expense, under conditions defined by decree in the Conseil d’Etat. This training time, which may not be less than forty hours per year, cannot be deducted from the credit of hours provided for in Article L. 225-30-1. Part of this…

Directors elected by employees or appointed pursuant to Article L. 225-27-1 shall not lose the benefit of their employment contract. Their remuneration as employees may not be reduced as a result of exercising their mandate.

The termination of the employment contract terminates the term of office of the director elected by the employees or appointed pursuant to Article L. 225-27-1. Directors elected by the employees or appointed pursuant to article L. 225-27-1 may only be dismissed for misconduct in the performance of their duties, by decision of the president of the judicial court, given in accordance with the accelerated procedure on the merits, at the…

I.-In the event of a vacancy, due to death, resignation, dismissal, termination of the employment contract or for any other reason whatsoever, of a director’s seat elected by the employees or appointed pursuant to Article L. 225-27-1, the vacant seat is filled as follows: 1° Where the election took place by a two-round majority ballot, by the replacement; 2° Where the election took place by a list ballot, by the…

The Board of Directors determines the direction of the company’s business and ensures that it is implemented, in accordance with its corporate interests, taking into account the social, environmental, cultural and sporting challenges of its activity. It also takes into account, where appropriate, the company’s raison d’être as defined in application of article 1835 of the French Civil Code. Subject to the powers expressly attributed to shareholders’ meetings and within…

The relocation of the registered office within France may be decided by the Board of Directors, subject to ratification of this decision by the next Ordinary General Meeting. As delegated by the Extraordinary General Meeting, the Board of Directors shall make the necessary amendments to the Articles of Association to bring them into line with legislative and regulatory provisions, subject to ratification of these amendments by the next Extraordinary General…

The company’s Articles of Association determine the rules governing the convening and deliberations of the Board of Directors. When it has not met for more than two months, at least one third of the members of the Board of Directors may ask the Chairman to convene the Board on a specific agenda. The Chief Executive Officer may also ask the Chairman to convene the Board of Directors on a specific…

The Board of Directors may only validly deliberate if at least half of its members are present. Any clause to the contrary is deemed unwritten. 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 Articles L. 232-1 and L. 233-16 and unless otherwise…