Paragraph 2: The Management Board and the Supervisory Board

Where the company’s shares are admitted to trading on a regulated market, the number of members of the Management Board referred to in Article L. 225-58 may be increased to seven by the articles of association.

In companies whose shares are admitted to trading on a regulated market, the determination of the method and amount of the remuneration of each of the members of the Management Board, provided for in Article L. 225-63, is carried out in accordance with the conditions set out in article L. 22-10-26.

The report referred to in the last paragraph of article L. 225-68 includes the information defined in articles L. 22-10-9 to L. 22-10-11 as well as article L. 225-37-4.

The provisions of article L. 225-69-1, relating to the proportion of members of the supervisory board of each sex, are applicable without threshold conditions to companies whose shares are admitted to trading on a regulated market. Any appointment made in breach of this article that does not have the effect of remedying the irregularity in the composition of the board is null and void.

The provisions of article L. 225-71 concerning employee shareholders who are members of the supervisory board are applicable to companies whose securities are admitted to trading on a regulated market, regardless of the size of their workforce. Companies whose securities are admitted to trading on a regulated market, regardless of the size of their workforce, are subject to the same provisions as those of the French Commercial Code.

In companies whose shares are admitted to trading on a regulated market, in the event of the appointment as a member of the Management Board of a person linked by an employment contract to the company or to any controlled company or company that controls it within the meaning of II and III of Article L. 233-16, the provisions of said contract corresponding, where applicable, to items of remuneration, compensation…

The exemption from the obligation to include members representing employees on the supervisory board provided for in the second paragraph of article L. 225-79-2 is applicable to companies whose shares are admitted to trading on a regulated market only if at least four-fifths of their shares are held, directly or indirectly, by a natural person or legal entity acting alone or in concert.

In companies whose shares are admitted to trading on a regulated market, the supervisory board shall determine, if it so wishes, the remuneration of its chairman and vice-chairman elected pursuant to article L. 225-81, under the conditions set out in article L. 22-10-26.

I.-In companies whose shares are admitted to trading on a regulated market, the Supervisory Board establishes a remuneration policy for corporate officers. This policy shall be consistent with the company’s corporate interests, contribute to its long-term survival and be in line with its business strategy. It describes all the components of fixed and variable remuneration and explains the decision-making process followed for its determination, review and implementation. It is presented…

In companies whose shares are admitted to trading on a regulated market, the distribution of the sum allocated to members of the supervisory board as remuneration for their activity, pursuant to the first paragraph of article L. 225-83, is determined in accordance with the conditions set out in article L. 22-10-26.