Subsection 2: The Management Board and the Supervisory Board.

A natural person may not hold more than one office as a member of the management board or sole managing director of public limited companies having their registered office on French territory. As an exception to the provisions of the first paragraph: a second term of office as a member of the management board or sole managing director or a term of office as managing director may be held in…

The Supervisory Board exercises ongoing control over the management of the company by the Management Board. The Articles of Association may make the conclusion of the transactions they list subject to the prior authorisation of the Supervisory Board. However, sureties, endorsements and guarantees, except in companies operating a banking or financial institution, are subject to authorisation by the Supervisory Board, which limits the amount, under conditions determined by decree in…

The Supervisory Board consists of at least three members. The Articles of Association set the maximum number of Board members, which is limited to eighteen. The Supervisory Board is composed by seeking a balanced representation of women and men.

The proportion of supervisory board members 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 Articles of Association must provide for an age limit for the performance of the duties of Supervisory Board member applying either to all Supervisory Board members or to a specified percentage of them. In the absence of an express provision in the Articles of Association, the number of Supervisory Board members who have reached the age of seventy may not exceed one third of the Supervisory Board members in…

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 management board at the general…

The Articles of Association may require each member of the supervisory board to own a number of shares in the company, which they shall determine. If, on the day of his appointment, a member of the Supervisory Board does not own the required number of shares or if, during his term of office, he ceases to own such number of shares, he shall be deemed to have resigned automatically, if…

The statutory auditors, if any, shall be responsible for ensuring compliance with the provisions set out in Article L. 225-72 and shall denounce any breach thereof in their report to the annual general meeting.

No member of the Supervisory Board may be a member of the Management Board.

The members of the supervisory board 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, but may not exceed six years. However, in the event of a merger or demerger, the appointment may be made by the Extraordinary…