TITLE II: Provisions specific to various commercial companies.

The exemption from the obligation to include directors representing employees on the board of directors provided for in the second paragraph of article L. 225-27-1 is applicable to companies whose shares are admitted to trading on a regulated market only if at least four-fifths of their shares are held, directly or indirectly, by a natural person or legal entity acting alone or in concert. Any appointment made in breach of…

I.-In companies whose shares are admitted to trading on a regulated market, the Board of Directors establishes a policy for the remuneration of corporate officers. This policy must be consistent with the company’s corporate interests, contribute to its long-term survival and be in line with its business strategy. It describes all the components of fixed and variable remuneration and explains the decision-making process followed for its determination, review and implementation….

I.-Companies whose shares are admitted to trading on a regulated market shall present, in a clear and comprehensible manner, within the corporate governance report referred to in the last paragraph of Article L. 225-37, where applicable, for each corporate officer, including corporate officers whose term of office has ended and those newly appointed during the past financial year, the following information: 1° Total remuneration and benefits of any kind, distinguishing…

In companies whose securities are admitted to trading on a regulated market, the corporate governance report provided for in the last paragraph of Article L. 225-37 in addition to the information mentioned in article L. 225-37-4, the following information: 1° The composition of the Board and the conditions in which its work is prepared and organised; 2° Where the balance sheet total, turnover or number of employees exceeds thresholds set…

For companies whose securities are admitted to trading on a regulated market, the report mentioned in the last paragraph of article L. 225-37 state and, where applicable, explain the following items where they are likely to have an impact in the event of a takeover bid or public exchange offer: 1° The structure of the company’s capital; 2° The restrictions in the articles of association on the exercise of voting…

In companies whose shares are admitted to trading on a regulated market, the Board of Directors shall establish a procedure for regularly assessing whether the agreements relating to current transactions and entered into on arm’s length terms referred to in article L. 225-39 meet these conditions. Persons with a direct or indirect interest in one of these agreements do not participate in the assessment of the agreement.

Companies whose shares are admitted to trading on a regulated market shall publish on their website information on the agreements referred to in article L. 225-38 at the latest when they are concluded. Any interested party may ask the president of the court ruling in summary proceedings to enjoin the board of directors to publish this information, if necessary subject to a fine. The list of this information is set…

In companies whose shares are admitted to trading on a regulated market, the distribution of the sum allocated to directors as remuneration for their activity, pursuant to the first paragraph of Article L. 225-45, is determined in accordance with the conditions set out in article L. 22-10-8.

In companies whose shares are admitted to trading on a regulated market, the exceptional remuneration of directors referred to in Article L. 225-46 are allocated in accordance with the conditions set out in article L. 22-10-8.

In companies whose shares are admitted to trading on a regulated market, the remuneration of the Chairman of the Board of Directors elected pursuant to Article L. 225-47 is determined in accordance with the conditions set out in article L. 22-10-8.