Subsection 1: The Board of Directors of the Executive Board.

In the event of the temporary impediment or death of the Chairman, the Board of Directors may delegate a director to act as Chairman. In the event of temporary impediment, this delegation is given for a limited period. It is renewable. In the event of death, it is valid until the election of the new Chairman.

The Chairman of the Board of Directors organises and directs the work of the Board, on which he reports to the General Meeting. He ensures that the company’s bodies function properly and, in particular, that the directors are able to fulfil their duties.

The general management of the company is assumed, under its responsibility, either by the Chairman of the Board of Directors or by another natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer. Under the conditions defined by the Articles of Association, the Board of Directors chooses between the two methods of exercising general management referred to in the first paragraph. Shareholders and third…

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 provided for by the said provisions.

The Articles of Association must provide for an age limit for the performance of the duties of Chief Executive Officer or Deputy Chief Executive Officer which, in the absence of an express provision, is set at sixty-five years. Any appointment made in breach of the provisions set out in the previous paragraph shall be null and void. When a Chief Executive Officer or a Deputy Chief Executive Officer reaches the…

An individual may not simultaneously hold more than one office as chief executive officer of sociétés anonymes having their registered office on French territory. As an exception to the provisions of the first paragraph: a second term of office as chief executive officer or a term of office as member of the management board or sole chief executive officer may be held in a controlled company within the meaning of…

The Chief Executive Officer may be dismissed at any time by the Board of Directors. The same applies, on the proposal of the Chief Executive Officer, to the Deputy Chief Executive Officers. If the dismissal is decided without just cause, it may give rise to damages, except when the Chief Executive Officer assumes the duties of Chairman of the Board of Directors. When the Chief Executive Officer ceases or is…

I. – The Chief Executive Officer is vested with the broadest powers to act in all circumstances on behalf of the company. He exercises these powers within the limits of the corporate purpose and subject to those powers expressly granted by law to shareholders’ meetings and the Board of Directors. He represents the company in its dealings with third parties. The company is bound even by the acts of the…