Chapter V: Public limited companies.

A person directly or indirectly interested in the agreement must inform the Board as soon as he/she becomes aware of an agreement to which article L. 225-38 is applicable. It may not take part in the deliberations or vote on the authorisation requested. The Chairman of the Board of Directors shall notify the Statutory Auditors, if any, of all agreements authorised and entered into and shall submit them to the…

Agreements entered into and authorised during previous financial years, the performance of which continued during the last financial year, are examined each year by the Board of Directors and communicated to the statutory auditor, if any, for the purposes of drawing up the report provided for in the third paragraph of Article L. 225-40.

Agreements approved by the meeting, like those disapproved by it, produce their effects with regard to third parties, except when they are cancelled in the case of fraud. Even in the absence of fraud, the consequences, prejudicial to the company, of disapproved agreements may be charged to the interested party and, possibly, to the other members of the Board of Directors.

Without prejudice to the liability of the party concerned, the agreements referred to in Article L. 225-38 and entered into without the prior authorisation of the Board of Directors may be annulled if they have had harmful consequences for the company. An action for annulment shall be barred after three years from the date of the agreement. However, if the agreement was concealed, the starting point of the limitation period…

Under penalty of nullity of the contract, directors other than legal entities are prohibited from contracting loans from the company in any form whatsoever, from being granted an overdraft by the company, whether on a current account or otherwise, and from having their commitments to third parties guaranteed or endorsed by the company. However, if the company operates a banking or financial establishment, this prohibition does not apply to current…

Subject to articles L. 225-21-1, L. 225-22, L. 225-23, L. 225-27 and L. 225-27-1, directors may not receive from the company any remuneration, permanent or otherwise, other than that provided for in articles L. 225-45, L. 225-46, L. 225-47 and L. 225-53 of this code. They may also be allocated the warrants mentioned in II of article 163 bis G du code général des impôts. Any statutory clause to the…

The General Meeting may allocate to the directors, as remuneration for their activity, a fixed annual sum that this meeting determines without being bound by provisions of the Articles of Association or previous decisions. This amount is included in operating expenses. Its distribution among the directors is determined by the Board of Directors. When the Board of Directors is not composed in accordance with the first paragraph of article L….

The Board of Directors may allocate exceptional remuneration for assignments or mandates entrusted to directors. In this case, such remuneration, charged to operating expenses, is subject to the provisions of articles L. 225-38 to L. 225-42.

The Board of Directors shall elect from among its members a Chairman who shall be a natural person, failing which the appointment shall be null and void. It shall determine his remuneration. The Chairman shall be appointed for a term which may not exceed his term of office as a director. He may be re-elected. The Board of Directors may dismiss him at any time. Any provision to the contrary…

The Articles of Association must provide for an age limit for the performance of the duties of Chairman of the Board of Directors which, in the absence of an express provision, is set at sixty-five years. Any appointment made in breach of the provisions set out in the previous paragraph shall be null and void. When a Chairman of a Board of Directors reaches the age limit, he shall be…