Subsection 2: The Management Board and the Supervisory Board.

The company’s articles of association shall determine the rules relating to the convening and deliberations of the supervisory board. However, the chairman of the supervisory board shall convene the board on a date no later than fifteen days when at least one member of the management board or at least one third of the members of the supervisory board submit a reasoned request to this effect. If the request has…

Unless otherwise stipulated in the Articles of Association, a member of the Supervisory Board may give a proxy, in writing, to another member to represent him or her at a meeting of the Board. Each member of the Supervisory Board may hold, during a single meeting, only one of the proxies received by application of the preceding paragraph. The provisions of the preceding paragraphs apply to the permanent representative of…

An attendance register is kept which is signed by the members of the supervisory board attending the board meeting and which mentions the names of the members of the supervisory board deemed to be present within the meaning of the third paragraph of Article L. 225-82. The attendance register may be kept in electronic form; in this case, the register shall be signed by means of an electronic signature that…

The provisions of article R. 225-21 apply to the videoconferencing or telecommunication facilities referred to in the third paragraph of Article L. 225-82.

The deliberations of the supervisory board 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, 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 up on loose-leaf…

The minutes of the meeting shall indicate the names of the members of the Supervisory Board who are present, deemed to be present within the meaning of the third paragraph of article L. 225-82, excused or absent. It shall state the presence or absence of persons called to the Board meeting by virtue of a legal provision and the presence of any other person who attended all or part of…

Copies or extracts of the minutes of the deliberations are certified by the chairman of the supervisory board, the vice-chairman of the supervisory board, a member of the management board 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 that complies at least with…

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

The Supervisory Board may authorise the Management Board 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 in excess of which the company’s surety, endorsement or guarantee may not be given. Where a commitment exceeds either of the amounts thus set, the authorisation of the Supervisory Board is required…

The period referred to in the fifth paragraph of article L. 225-68 is three months from the end of the financial year.