Subsection 1: Board of Directors and General Management.

The term of office of a director expires at the close of the Ordinary General Meeting of shareholders called to approve the financial statements for the previous financial year and held in the year in which that director’s term of office expires.

The mandate of the permanent representative appointed by a legal entity appointed as director is given to him for the duration of the latter’s term of office. If the legal entity revokes the mandate of its permanent representative, it shall notify the company without delay, by registered letter, of this revocation and of the identity of its new permanent representative. The same applies in the event of the death or…

The appointment of the permanent representative and the termination of his term of office are subject to the same disclosure formalities as if he were a director in his own name.

The agent provided for in article L. 225-24 is appointed by the president of the commercial court, ruling on a petition.

Unless otherwise stipulated in the Articles of Association, a director may give a written proxy to another director to represent him at a meeting of the Board of Directors. Each director may hold only one of the proxies received in application of the preceding paragraph at any one meeting. The provisions of the preceding paragraphs apply to the permanent representative of a legal entity that is a director.

An attendance register shall be kept, which shall be signed by the directors attending the meeting of the Board of Directors and which shall mention the names of the directors deemed to be present within the meaning of the third paragraph of Article L. 225-37. The attendance register may be kept in electronic form; in this case, the register shall be signed using an electronic signature that meets at least…

In order to guarantee, in accordance with the provisions of the third paragraph of article L. 225-37, the identification and effective participation in the board meeting of the directors taking part in it by videoconferencing or telecommunication means, these means transmit at least the voice of the participants and satisfy technical characteristics allowing continuous and simultaneous retransmission of the deliberations.

The deliberations of the Board of Directors are recorded in minutes drawn up in a special register kept at the registered office and listed and initialled either by a judge of the Commercial Court, or by a judge of the Judicial Court, or by the mayor of the municipality of the registered office or a deputy mayor, in the ordinary form and without charge. However, the minutes may be drawn…

The minutes of the meeting shall indicate the names of the directors present, deemed present within the meaning of article L. 225-37, excused or absent. It shall state the presence or absence of persons summoned to the Board meeting by virtue of a legal provision and the presence of any other person who attended all or part of the meeting. It also reports any technical incident relating to a videoconferencing…

Copies or extracts of the minutes of the deliberations are certified by the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officers, the Managing Director temporarily acting as Chairman or a proxy authorised for this purpose. During the liquidation of the company, such copies or extracts shall be certified by a single liquidator. The certification may be made by means of an electronic signature…