French Monetary and Financial Code
In forceIn each "Société de Crédit Foncier", a Specific Controller and an Alternate Specific Controller chosen from among the persons registered on the list of Statutory Auditors are appointed for a term of four years by the directors of the company, with the approval of the Autorité de Contrôle Prudentiel et de Résolution.
The alternate Specific Auditor is called upon to replace the incumbent in the event of refusal, impediment, resignation or death. His duties end on the expiry date of the mandate entrusted to the incumbent, unless the impediment is only temporary. In the latter case, once the impediment has ceased, the incumbent shall resume his duties after the report provided for in the fifth paragraph of this Article has been drawn up.
The auditor of the société de crédit foncier, the auditor of any company controlling the société de crédit foncier within the meaning of Article L. 233-3 of the Commercial Code, or the auditor of a company controlled directly or indirectly by a company controlling the société de crédit foncier may not be appointed as Specific Controller or Substitute Specific Controller.
The controller ensures that the company complies with articles L. 513-2 to L. 513-12. He verifies that the contributions made to a société de crédit foncier comply with the purpose defined in article L. 513-2 and meet the conditions set out in articles L. 513-3 to L. 513-7. In addition, for the obligations foncières for which the société de crédit foncier wishes to obtain the label or has obtained the label of high-quality European guaranteed bond mentioned in Article L. 513-26-1, it verifies, under the conditions defined by order of the Minister responsible for the economy, compliance with the requirements of Article 129 of Regulation (EU) No 575/2013 of 26 June 2013.
The auditor shall certify the documents sent to the Autorité de contrôle prudentiel et de résolution in respect of compliance with the above provisions. He shall draw up an annual report on the performance of his duties for the company's management and decision-making bodies, a copy of which shall be sent to the Autorité de contrôle prudentiel et de résolution.
He shall attend all shareholders' meetings and shall be heard by the Board of Directors or the Executive Board at his request.
The Controller, as well as his employees and experts, are bound by professional secrecy with regard to facts, acts and information that may come to their knowledge in the course of their duties. However, they are exempt from professional secrecy with regard to the Autorité de contrôle prudentiel et de résolution, to which they are required to report immediately any fact or decision of which they have become aware in the course of their duties and which is likely to affect the conditions or continuity of the operations of the société de crédit foncier. Professional secrecy is also waived, within the scope of their respective duties, between the Specific Controller and the statutory auditors of the société de crédit foncier and of any company controlling the société de crédit foncier within the meaning of Article L. 233-3 of the French Commercial Code. The Specific Controller discloses to the Public Prosecutor any criminal acts of which he has knowledge, without his liability being engaged by such disclosure.
The Specific Controller shall be liable, both to the company and to third parties, for the harmful consequences of any misconduct or negligence on his part in the performance of his duties.
