French Commercial code
In forceThe 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 internal regulations may provide that, for the purposes of calculating the quorum and majority, members of the Supervisory Board who take part in the meeting by videoconference or telecommunication means that enable them to be identified and guarantee 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 Supervisory Board members. The Articles of Association may also provide that decisions falling within the specific powers of the Supervisory Board provided for in the second paragraph of article L. 225-65, in the second paragraph of article L. 225-68, in article L. 225-78 and III 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 members of the Supervisory Board.
Unless otherwise provided for in the Articles of Association, the Chairman of the meeting has the casting vote in the event of a tie.
