Subsection 2: The Management Board and the Supervisory Board.

A legal entity may be appointed to the Supervisory Board. When appointed, it is required to designate a permanent representative who is subject to the same conditions and obligations and incurs the same civil and criminal liability as if he were a member of the board in his own name, without prejudice to the joint and several liability of the legal entity he represents. The permanent representative is taken into…

An individual may not simultaneously hold more than five offices as a member of the supervisory board of public limited companies having their registered office on French territory. By way of derogation from the provisions of the first paragraph, the offices of member of the supervisory board or director held by this person in controlled companies within the meaning of Article L. 233-16 by the company of which it is…

In the event of a vacancy caused by the death or resignation of one or more members of the supervisory board, the supervisory board may, between two general meetings, make provisional appointments. When the number of Supervisory Board members has fallen below the legal minimum, the Management Board must immediately convene an Ordinary General Meeting to complete the Supervisory Board’s membership. When the number of members of the supervisory board…

It may be stipulated in the Articles of Association that, in addition to the members whose number and method of appointment are provided for in Articles L. 225-69 and L. 225-75, members elected either by the staff of the company, or by the staff of the company and that of its direct or indirect subsidiaries whose registered office is located on French territory. The number of members of the Supervisory…

I. – In companies which employ, at the close of two consecutive financial years, 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, it is stipulated in the Articles of Association that…

The conditions relating to the eligibility, electorate, composition of colleges, voting procedures, challenges, training, term and conditions of office, dismissal, protection of the employment contract and replacement of supervisory board members elected by employees or appointed pursuant to article L. 225-79-2 are set in accordance with the rules defined in articles L. 225-28 à L. 225-34.

The Supervisory Board elects from among its members a Chairman and Vice-Chairman who are responsible for convening the Board and chairing its discussions. It shall determine their remuneration if it so wishes. On pain of their appointment being null and void, the Chairman and Vice-Chairman of the Supervisory Board shall be natural persons. They shall hold office for the duration of the Supervisory Board’s term of office. The Chairman and…

The Supervisory Board may only validly deliberate if at least half of its members are present. 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 the fifth paragraph of Article L. 225-68 and unless otherwise provided for in the Articles of Association, the…

The Supervisory Board 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 women…

The General Meeting may allocate to the members of the Supervisory Board, as remuneration for their activity, a fixed annual sum that this meeting determines without being bound by provisions of the Articles of Association or previous decisions. The amount of this sum is charged to operating expenses. Its distribution among the members of the Supervisory Board is determined by the latter. When the Supervisory Board is not composed in…