French Insurance Code
In forceI. - The Management Board carries out its duties under the supervision of the Supervisory Board.
The Management Board is vested with the broadest powers to act in all circumstances on behalf of the company; it exercises these powers within the limits of the corporate purpose and subject to those powers expressly granted by law to the Supervisory Board and to Members' Meetings.
In dealings with third parties, the Company is bound even by acts of the Management Board that do not fall within the corporate purpose, unless it can prove that the third party knew that the act exceeded that purpose or could not have been unaware of it in the circumstances.
The provisions of the Articles of Association limiting the powers of the Management Board are not enforceable against third parties. The Executive Board deliberates and takes decisions in accordance with the conditions laid down in the Articles of Association.
At least once every quarter, the Management Board presents a report on the company's operations to the Supervisory Board. Within three months of the end of each financial year, the Management Board presents the annual financial statements to the Supervisory Board for verification and audit.
II. - The Chairman of the Management Board represents the company in its dealings with third parties.
However, the Articles of Association may authorise the Supervisory Board to grant the same power of representation to one or more other members of the Management Board, who then bear the title of Managing Director. The provisions of the Articles of Association limiting the company's power of representation are not enforceable against third parties.
Unless otherwise stipulated in the Articles of Association, the members of the Management Board may, with the authorisation of the Supervisory Board, allocate management duties among themselves. However, under no circumstances may such allocation have the effect of depriving the Management Board of its character as a collegiate body responsible for the management of the company.
III. - When a transaction requires the authorisation of the Supervisory Board and the Supervisory Board refuses such authorisation, the Management Board may submit the dispute to the General Meeting of Members, which shall decide how to proceed with the project.
