Chapter V: Public limited companies.

The persons appointed to be members of the Supervisory Board are entitled, as soon as they are appointed, to appoint the members of the Management Board or the sole Managing Director.

Unless otherwise stipulated in the Articles of Association, the members of the Management Board may, with the authorisation of the Supervisory Board, divide the duties of management among themselves. However, under no circumstances may such allocation have the effect of depriving the Management Board of its character as a body that collectively manages the company.

When a transaction requires the authorisation of the Supervisory Board and the latter refuses it, the Management Board may submit the dispute to the General Meeting of Shareholders, which will decide what action to take.

The term of office of a Supervisory Board member expires at the end of the Ordinary General Meeting of shareholders called to approve the financial statements for the previous financial year and held in the year in which the member’s term of office expires. .

The mandate of a permanent representative appointed by a legal entity appointed to the Supervisory Board is given for the duration of the latter’s term of office. If the legal entity revokes the mandate of its permanent representative, it shall notify the company of this revocation and of the identity of its new permanent representative without delay by registered letter. The same applies in the event of the death or…

The appointment of the permanent representative and the termination of his term of office are subject to the same disclosure formalities as if he were a member of the Supervisory Board in his own name.

The agent provided for in article L. 225-78 is appointed by the President of the Commercial Court, ruling on a petition.

The company’s articles of association shall determine the rules relating to the convening and deliberations of the supervisory board. However, the chairman of the supervisory board shall convene the board on a date no later than fifteen days when at least one member of the management board or at least one third of the members of the supervisory board submit a reasoned request to this effect. If the request has…

Unless otherwise stipulated in the Articles of Association, a member of the Supervisory Board may give a proxy, in writing, to another member to represent him or her at a meeting of the Board. Each member of the Supervisory Board may hold, during a single meeting, only one of the proxies received by application of the preceding paragraph. The provisions of the preceding paragraphs apply to the permanent representative of…

An attendance register is kept which is signed by the members of the supervisory board attending the board meeting and which mentions the names of the members of the supervisory board deemed to be present within the meaning of the third paragraph of Article L. 225-82. The attendance register may be kept in electronic form; in this case, the register shall be signed by means of an electronic signature that…