Section 2 : Management and administration of sociétés anonymes.

A société anonyme is managed by a Board of Directors consisting of at least three members. The Articles of Association set the maximum number of board members, which may not exceed eighteen. The Board of Directors is composed by seeking a balanced representation of women and men. However, in the event of the death, resignation or removal of the Chairman of the Board of Directors and if the Board has…

The directors 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 and may not exceed six years. However, in the event of a merger or demerger, the appointment may be made by the Extraordinary General Meeting. Directors may…

The proportion of directors of each sex may not be less than 40% at the end of the next general meeting called to vote on appointments, in companies which, for the third consecutive financial year, employ an average number of at least two hundred and fifty permanent employees and have net sales or a balance sheet total of at least 50 million euros. In these same companies, where the board…

The Articles of Association must provide for an age limit for the performance of the duties of director, applying either to all directors or to a specified percentage of them. Failing an express provision in the Articles of Association, the number of directors over the age of seventy may not exceed one third of the directors in office. Any appointment made in breach of the provisions of the preceding paragraph…

A legal entity may be appointed as a director. 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 director in his own name, without prejudice to the joint and several liability of the legal entity he represents. The permanent representative is taken into account when assessing whether…

An individual may not simultaneously hold more than five directorships in public limited companies having their registered office on French territory. As an exception to the provisions of the first paragraph, any directorships or supervisory board memberships held by this person in controlled companies within the meaning of Article L. 233-16 by the company of which it is a director. For the application of the provisions of this article, the…

A director may become an employee of a public limited company on whose board he sits if, at the close of a financial year, that company does not exceed the thresholds defining small and medium-sized enterprises provided for in Article 2 of the Annex to Commission Recommendation 2003/361/EC of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises and if his employment contract corresponds to actual employment….

An employee of the company may only be appointed as a director if his employment contract corresponds to actual employment. He shall not lose the benefit of such employment contract. Any appointment made in violation of the provisions of this paragraph shall be null and void. Such nullity shall not entail the nullity of the deliberations in which the director irregularly appointed took part. The number of directors bound to…

In companies which, at the close of two consecutive financial years, employ 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, where the report presented by the Board of Directors at the…

In the event of a vacancy caused by the death or resignation of one or more directors, the Board of Directors may, between two General Meetings, make provisional appointments. When the number of directors has fallen below the legal minimum, the remaining directors must immediately call an Ordinary General Meeting to complete the Board. When the number of directors has fallen below the statutory minimum, but not below the legal…