TITLE II: Provisions specific to various commercial companies.

The statutory auditors, if any, shall be responsible for ensuring compliance with the provisions set out in Article L. 225-72 and shall denounce any breach thereof in their report to the annual general meeting.

No member of the Supervisory Board may be a member of the Management Board.

The members of the supervisory board are appointed by the constituent general meeting or by the ordinary general meeting. In the case provided for in Article L. 225-16, they are appointed in the Articles of Association. Their term of office is determined by the Articles of Association, but may not exceed six years. However, in the event of a merger or demerger, the appointment may be made by the Extraordinary…

A legal entity may be appointed to the Supervisory Board. When appointed, it is required to designate a permanent representative who is subject to the same conditions and obligations and incurs the same civil and criminal liability as if he were a member of the board in his own name, without prejudice to the joint and several liability of the legal entity he represents. The permanent representative is taken into…

An individual may not simultaneously hold more than five offices as a member of the supervisory board of public limited companies having their registered office on French territory. By way of derogation from the provisions of the first paragraph, the offices of member of the supervisory board or director held by this person in controlled companies within the meaning of Article L. 233-16 by the company of which it is…

In the event of a vacancy caused by the death or resignation of one or more members of the supervisory board, the supervisory board may, between two general meetings, make provisional appointments. When the number of Supervisory Board members has fallen below the legal minimum, the Management Board must immediately convene an Ordinary General Meeting to complete the Supervisory Board’s membership. When the number of members of the supervisory board…

It may be stipulated in the Articles of Association that, in addition to the members whose number and method of appointment are provided for in Articles L. 225-69 and L. 225-75, members elected either by the staff of the company, or by the staff of the company and that of its direct or indirect subsidiaries whose registered office is located on French territory. The number of members of the Supervisory…

I. – In companies which employ, at the close of two consecutive financial years, at least one thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France, or at least five thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France and abroad, it is stipulated in the Articles of Association that…

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…