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Article R225-22 of the French Commercial code

The deliberations of the Board of Directors are recorded in minutes drawn up in a special register kept at the registered office and listed and initialled either by a judge of the Commercial Court, or by a judge of the Judicial Court, or by the mayor of the municipality of the registered office or a deputy mayor, in the ordinary form and without charge. However, the minutes may be drawn…

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Article R225-23 of the French Commercial code

The minutes of the meeting shall indicate the names of the directors present, deemed present within the meaning of article L. 225-37, excused or absent. It shall state the presence or absence of persons summoned to the Board meeting by virtue of a legal provision and the presence of any other person who attended all or part of the meeting. It also reports any technical incident relating to a videoconferencing…

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Article R225-24 of the French Commercial code

Copies or extracts of the minutes of the deliberations are certified by the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officers, the Managing Director temporarily acting as Chairman or a proxy authorised for this purpose. During the liquidation of the company, such copies or extracts shall be certified by a single liquidator. The certification may be made by means of an electronic signature…

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Article R225-26 of the French Commercial code

As soon as they are appointed, the persons appointed as directors are entitled to choose one of the methods of exercising general management provided for in article L. 225-51-1 and to appoint the Chairman of the Board of Directors, the Chief Executive Officer and, where applicable, the Deputy Chief Executive Officers.

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Article R225-27 of the French Commercial code

The extract from the minutes containing the decision of the Board of Directors relating to the choice of one of the two methods of exercising general management provided for in Article L. 225-51-1 is the subject of a notice inserted in a medium authorised to receive legal announcements in the department of the registered office.

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Article R225-28 of the French Commercial code

The Board of Directors may authorise the Chief Executive Officer to grant sureties, endorsements or guarantees on behalf of the company, up to a total amount that it shall determine. This authorisation may also set, for each commitment, an amount above which the company’s surety, endorsement or guarantee may not be given. Where a commitment exceeds either of the amounts thus fixed, the authorisation of the Board of Directors is…

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Article R225-29 of the French Commercial code

The Board of Directors may confer on one or more of its members or on third parties, whether shareholders or not, any special mandates for one or more specific purposes. It may decide to set up committees responsible for examining questions that it or its Chairman submits to them for their opinion. It determines the composition and powers of the committees, which operate under its responsibility.

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Article R225-30 of the French Commercial code

The Chairman of the Board of Directors shall notify the Statutory Auditors of the agreements and commitments authorised and entered into pursuant to Article L. 225-38 , within one month of entering into such agreements and commitments. It also informs them, for each agreement and commitment authorised and entered into, of the reasons justifying their interest for the company, retained by the Board of Directors pursuant to the last paragraph…

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Article R225-31 of the French Commercial code

The statutory auditors’ report provided for in the third paragraph of Article L. 225-40 contains: 1° A list of the agreements and commitments subject to approval by the General Meeting; 2° The names of the directors concerned; 3° The names of the Chief Executive Officer or the Deputy Chief Executive Officers concerned; 4° The designation of the shareholder or shareholders concerned holding a fraction of the voting rights in excess…

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