Section 2 : Management and administration of sociétés anonymes.

Supervisory Board members may not receive any remuneration, permanent or otherwise, from the company other than that provided for in articles L. 225-81, L. 225-83, L. 225-84 and L. 22-10-25 and, where applicable, those due in respect of an employment contract corresponding to actual employment. They may also be allocated vouchers mentioned in II of Article 163 bis G of the General Tax Code. The number of Supervisory Board members…

Any agreement entered into directly or through an intermediary between the company and one of the members of the Management Board or Supervisory Board, a shareholder 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 supervisory board. The same applies to agreements in…

The provisions of article L. 225-86 do not apply to agreements relating to ordinary transactions entered into on arm’s length terms 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 meet the requirements of article 1832 of the Civil Code or articles L. 225-1, L….

The person directly or indirectly interested in the agreement is required to inform the Supervisory Board as soon as he/she becomes aware of an agreement to which Article L. 225-86 is applicable. If it sits on the Supervisory Board, it may not take part in the deliberations or vote on the authorisation requested. The Chairman of the Supervisory Board notifies the Statutory Auditors, if any, of all agreements authorised and…

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 Supervisory Board 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. 225-88.

Agreements approved by the meeting, like those that it disapproves, 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 person concerned and, possibly, to the other members of the Management Board.

Without prejudice to the liability of the party concerned, the agreements referred to in Article L. 225-86 and entered into without the prior authorisation of the Supervisory Board may be cancelled if they have had harmful consequences for the company. An action for nullity 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 is…

Under penalty of nullity of the contract, members of the Management Board and members of the Supervisory Board, other than legal entities, are prohibited from contracting, in any form whatsoever, loans with the company, from being granted an overdraft by it, on a current account or otherwise, and from having their commitments to third parties guaranteed or endorsed by it. The prohibition applies to the permanent representatives of legal entities…

Members of the Management Board and Supervisory Board, as well as any person invited to attend meetings of these bodies, are bound by discretion with regard to information of a confidential nature and given as such by the Chairman.

In the event of the opening of receivership or compulsory liquidation proceedings, pursuant to Titles III and IV of Book VI, the persons referred to in these provisions may be made liable for the company’s liabilities and are subject to the prohibitions and disqualifications, under the conditions set out in the said provisions.