French Insurance Code
In forceI. - The Board of Directors determines the direction of the company's business and oversees its implementation. Subject to the powers expressly attributed to the General Meeting and within the limits of the Company's objects, the Board deals with all matters relating to the proper operation of the Company and settles the matters that concern it by its deliberations.
In its dealings with third parties, the Company is bound even by acts of the Board of Directors that do not fall within the scope of the corporate purpose, unless it can prove that the third party knew that the act exceeded that purpose or could not have been unaware thereof in the circumstances, it being excluded that publication of the Articles of Association alone is sufficient to constitute such proof.
The Board of Directors shall carry out such controls and verifications as it deems appropriate. The Chairman or the Chief Executive Officer of the Company is required to provide each director with all documents and information necessary for the performance of his duties.
The Board of Directors may confer on one or more of its members or on third parties, whether or not they are members of the Company, any special mandates for one or more specific purposes.
It may decide to set up committees to examine questions that it or its Chairman submits to them for their opinion. It determines the composition and powers of the committees, which carry out their activities under its responsibility.
The Board of Directors may decide to relocate the registered office within the same département or to a neighbouring département, subject to ratification of this decision by the next Ordinary General Meeting.
II. - The Board of Directors may authorise the Chief Executive Officer to grant sureties, endorsements or guarantees on behalf of the company, up to a total amount set by the Board. This authorisation may also set, for each commitment, an amount above which the company's surety, endorsement or guarantee may not be given. If a commitment exceeds either of these amounts, the authorisation of the Board of Directors is required in each case.
The duration of the authorisations provided for in the previous paragraph may not exceed one year, regardless of the duration of the commitments guaranteed, endorsed or secured.
Notwithstanding the foregoing provisions, the Chief Executive Officer may be authorised to grant sureties, endorsements or guarantees on behalf of the Company to tax and customs authorities, with no limit on the amount.
The General Manager may delegate the authority granted to him under the preceding paragraphs.
If the sureties, endorsements or guarantees have been given for a total amount in excess of the limit set for the current period, the excess may not be invoked against third parties who were not aware of it, unless the amount of the commitment invoked alone exceeds one of the limits set by the decision of the Board of Directors taken in application of the preceding provisions.
