French Insurance Code
In forceI.-The Supervisory Board exercises ongoing control over the management of the company by the Executive Board.
The Articles of Association may require the prior authorisation of the Supervisory Board for the transactions listed therein. However, the sale of real estate by nature, the total or partial sale of shareholdings, the creation of security interests, and sureties, endorsements and guarantees are subject to authorisation by the Supervisory Board under the conditions set out in II.
At any time during the year, the Supervisory Board carries out the verifications and controls it deems appropriate and may request any documents it deems useful for the performance of its duties. At least once every quarter, the Supervisory Board receives a report from the Executive Board on the Company's operations. Within three months of the end of each financial year, the Supervisory Board verifies and audits the annual financial statements presented by the Management Board.
The Supervisory Board presents its observations on the report of the Management Board and on the financial statements for the year to the General Meeting provided for in Article R. 322-62.
The Supervisory Board may grant one or more of its members special powers for one or more specific purposes.
It may decide to set up committees from among its members, the composition and remit of which it shall determine and which shall carry out their activities under its responsibility, without the said remits having the purpose of delegating to a committee the powers which are attributed to the Supervisory Board itself by law or the Articles of Association, or having the effect of reducing or limiting the powers of the Management Board.
The Supervisory Board 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 Supervisory Board may authorise the Executive Board to grant sureties, endorsements or guarantees on behalf of the company, up to a total amount that it shall determine. 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 Supervisory Board 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 Management Board may be authorised to grant sureties, endorsements or guarantees in the name of the Company to tax and customs authorities, with no limit on the amount.
The Management Board may delegate the authority it has received pursuant to the preceding paragraphs.
If sureties, endorsements or guarantees have been given for an amount equal to or greater than the limit set for the current period, the excess may not be invoked against third parties who were not aware of the excess, unless the amount of the commitment invoked alone exceeds one of the limits set by the decision of the Supervisory Board.
III - The Supervisory Board may also authorise the Executive Board to dispose of real estate by nature, to dispose of all or part of shareholdings and to grant sureties, up to a limit that it sets for each transaction. If a transaction exceeds the amount thus set, the authorisation of the Supervisory Board is required in each case.
The Management Board may delegate the authority it has received pursuant to the preceding paragraph.
The absence of authorisation is not enforceable against third parties, unless the company can prove that they were aware of it or could not have been unaware of it.
