Section 2 : Management and administration of sociétés anonymes.

The termination of the employment contract terminates the term of office of the director elected by the employees or appointed pursuant to Article L. 225-27-1. Directors elected by the employees or appointed pursuant to article L. 225-27-1 may only be dismissed for misconduct in the performance of their duties, by decision of the president of the judicial court, given in accordance with the accelerated procedure on the merits, at the…

I.-In the event of a vacancy, due to death, resignation, dismissal, termination of the employment contract or for any other reason whatsoever, of a director’s seat elected by the employees or appointed pursuant to Article L. 225-27-1, the vacant seat is filled as follows: 1° Where the election took place by a two-round majority ballot, by the replacement; 2° Where the election took place by a list ballot, by the…

The Board of Directors determines the direction of the company’s business and ensures that it is implemented, in accordance with its corporate interests, taking into account the social, environmental, cultural and sporting challenges of its activity. It also takes into account, where appropriate, the company’s raison d’être as defined in application of article 1835 of the French Civil Code. Subject to the powers expressly attributed to shareholders’ meetings and within…

The relocation of the registered office within France may be decided by the Board of Directors, subject to ratification of this decision by the next Ordinary General Meeting. As delegated by the Extraordinary General Meeting, the Board of Directors shall make the necessary amendments to the Articles of Association to bring them into line with legislative and regulatory provisions, subject to ratification of these amendments by the next Extraordinary General…

The company’s Articles of Association determine the rules governing the convening and deliberations of the Board of Directors. When it has not met for more than two months, at least one third of the members of the Board of Directors may ask the Chairman to convene the Board on a specific agenda. The Chief Executive Officer may also ask the Chairman to convene the Board of Directors on a specific…

The Board of Directors may only validly deliberate if at least half of its members are present. Any clause to the contrary is deemed unwritten. Unless the Articles of Association provide for a greater majority, decisions are taken by a majority of the members present or represented. Except when the Board is convened to carry out the transactions referred to in Articles L. 232-1 and L. 233-16 and unless otherwise…

The Board of Directors deliberates annually on the company’s policy in terms of professional equality and equal pay on the basis of the indicators relating to professional equality between women and men mentioned in the first paragraph of article L. 2312-18 of the Labour Code and in article L. 1142-8 of the same code, where these apply, as well as on the basis of the plan for professional equality between…

The report provided for in the last paragraph of Article L. 225-37 contains the following information: 1° A list of all the offices and positions held in any company by each corporate officer during the financial year; 2° Agreements entered into, directly or through an intermediary, between, on the one hand, one of the corporate officers or one of the shareholders holding more than 10% of the voting rights of…

Any agreement entered into directly or through an intermediary between the company and its managing director, one of its deputy managing directors, one of its directors, one of its shareholders holding more than 10% of the voting rights or, in the case of a corporate shareholder, the company controlling it within the meaning of Article L. 233-3, must be subject to the prior authorisation of the Board of Directors. The…

The provisions of article L. 225-38 do not apply to agreements relating to ordinary transactions entered into under normal conditions or to agreements entered into between two companies, one of which holds, directly or indirectly, the entire share capital of the other, after deduction, where applicable, of the minimum number of shares required to satisfy the requirements of article 1832 of the Civil Code or articles L. 225-1, L. 22-10-1,…