Section 2 : Management and administration of sociétés anonymes.

Sufficient proof of the number of directors in office and of their presence or representation at a meeting of the Board of Directors shall be provided by producing a copy or extract of the minutes.

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.

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.

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…

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.

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…

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…

The Board of Directors freely distributes among its members, where applicable under the conditions provided for in Article L. 22-10-8, the overall sums allocated to the directors in the form of attendance fees; in particular, it may allocate to the directors, members of the committees provided for in the second paragraph of Article R. 225-29, a greater share than that of the other directors. The Board of Directors may authorise…

The Board of Directors shall determine the remuneration of the person temporarily delegated to perform the duties of the Chairman for the duration of the delegation, under the conditions provided for in Article L. 22-10-8, and, where applicable, of the non-director members of the committees provided for in the second paragraph of Article R. 225-29.