Paragraph 1: Mutual insurance companies with a board of directors and general management

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R322-53R322-53-1R322-53-2R322-53-3

Article R322-53-2

French Insurance CodeIn force
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Updated 7 Nov 2023

I. - The general management of the company is carried out, under the supervision of the Board of Directors and within the framework of the guidelines laid down by the latter, by a natural person appointed by the Board and bearing the title of Managing Director. However, if the company's articles of association so provide, the Chairman of the Board of Directors may assume the role of Chief Executive Officer.

On the recommendation of the Chief Executive Officer, the Board of Directors may appoint one or more natural persons to assist the Chief Executive Officer, with the title of Deputy Chief Executive Officer.

When the Chief Executive Officer assumes the role of Chairman of the Board of Directors, the company appoints at least one Deputy Chief Executive Officer.

The Articles of Association set the maximum number of Chief Operating Officers, which may not exceed five.

Before appointment, the person proposed for the position of Chief Executive Officer or Deputy Chief Executive Officer must declare all the professional activities and elected offices that he or she intends to retain. The Board of Directors shall decide whether it is compatible with the duties of Chief Executive Officer or Deputy Chief Executive Officer to continue to exercise these activities or duties. Subsequently, it shall also decide on the other activities or functions that the cEO or the dCEO intends to pursue.

II. - The Board of Directors may dismiss the Chief Executive Officer at any time. The same applies to the Deputy Chief Executive Officers, on the recommendation of the Chief Executive Officer. If the decision to remove the Chief Executive Officer is taken without just cause, it may give rise to a claim for damages, except where the Chief Executive Officer assumes the role of Chairman of the Board of Directors.

If the Chief Executive Officer ceases or is prevented from carrying out his duties, the Deputy Chief Executive Officers shall retain their duties and powers until the appointment of a new Chief Executive Officer, unless the Board decides otherwise.

If the Chief Executive Officer or the Deputy Chief Executive Officer has entered into an employment contract with the Company, his or her removal from office shall not have the effect of terminating that contract.

Mariela Petrova

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A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

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Mariela Petrova

Mariela Petrova

Avocate au Barreau de Paris

Toque #C2396

15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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