French Commercial code
In forceThe Board of Directors may only validly deliberate if at least half of its members are present. Any clause to the contrary is deemed unwritten.
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 Articles L. 232-1 and L. 233-16 and unless otherwise provided for in the Articles of Association, the internal regulations may stipulate that, for the purposes of calculating the quorum and majority, directors who take part in the meeting by videoconference or telecommunication means enabling them to be identified and guaranteeing their effective participation, the nature and conditions of application of which are determined by decree of the Conseil d'Etat, are deemed to be present. The Articles of Association may limit the nature of the decisions that may be taken at a meeting held under these conditions and provide for a right of objection in favour of a specified number of directors. The Articles of Association may also provide that decisions falling within the Board of Directors' specific remit as set out in Article L. 225-24, the last paragraph of Article L. 225-35, in the second paragraph of Article L. 225-36 and in I of Article L. 225-103 as well as decisions to transfer the registered office within the same département may be taken by written consultation of the directors.
Unless otherwise provided for in the Articles of Association, the Chairman of the meeting has the casting vote in the event of a tie.
Directors, as well as any person called to attend meetings of the Board of Directors, are bound to discretion with regard to information of a confidential nature and given as such by the Chairman of the Board of Directors.
The Board of Directors shall present to the General Meeting referred to in Article L. 225-100 a report on corporate governance attached to the management report referred to in the same article. However, the corresponding information may be presented in a specific section of the management report.
