Key Benefits:
Corrigendum to the Journal officiel du 30 décembre 2010, édition électronique, texte n° 40, et édition papier, page 23238, 1re column :
The schedule is reinstated as follows:
A N N E X E
OSEO
Anonymous company with capital of 594 778 400 euros
Headquarters : 27-31, avenue du Général-Leclerc
94710 Houses-Alfort
320 252 489 RCS Creteil
STATUTS
Adopted by the Extraordinary General Assembly
7 December 2010
PART I
FORME. - OBJET. - DENOMINATION. ―
HERE. - SUSTAIN
Article 1
Form
The Corporation is an anonymous corporation governed by the statutory and regulatory provisions applicable to anonymous companies, including the Trade codeto the extent that it is not derogated from it by specific provisions, including those of Act No. 83-675 of 26 July 1983 on the democratization of the public sector andOrder No. 2005-722 of 29 June 2005 relating to the creation of the OSEO public establishment and the OSEO anonymous company as amended by the Banking and Financial Regulation Act 2010-1249 of 22 October 2010 as well as by these statutes.
The Corporation is registered as a bank and subject to the applicable legal and regulatory provisions.
Article 2
Social object
2.1. The purpose of the Corporation is, in accordance with the above-mentioned June 29, 2005 order, to carry out the following general duties:
(1) Promote growth through innovation and technology transfer under the conditions referred to in Article 9 of the Order;
(2) Contribute to economic development by taking over part of the risk resulting from credits to small and medium-sized enterprises;
(3) Contribute to the specific needs of financing investments and operating receivables of small and medium-sized enterprises.
The Corporation is empowered to operate in France and abroad, itself or through its subsidiaries or companies in which it holds an interest, any activities that relate directly or indirectly to its object as defined above, including in the form of online business information and guidance services, and in connection with their partners, as well as any other activity set out in this section 2.
The State, by unilateral act or by convention, and the territorial authorities and their public institutions, by convention, may entrust to the Society other missions of general interest compatible with its object.
In accordance with the above-mentioned order of 29 June 2005, the terms and conditions of the Corporation's exercise of its general interest missions are determined by a multi-year contract, by derogation from the CorporationArticle 140 of Law No. 2001-420 of 15 May 2001 relating to new economic regulations, between the State, the public establishment OSEO and the Society.
The Corporation does not receive, either by itself or by a subsidiary, any deposit of cash or securities, consents to any loan other than those covered by these Regulations, and conducts negotiations of securities, bank or stock exchange transactions only to the extent that it is necessary for the realization of its social object or for the management of the treasury of the public OSEO institution or within the framework of the facilities it grants to its staff.
2.2. As part of the activity referred to in (1) of section 2.1 above, the Corporation may grant innovation aids to natural or legal persons and manage them, under the conditions provided by the Corporation Decree No. 97-682 of 31 May 1997 on assistance to innovation.
In addition, the Corporation may:
― developing financing products and mobilizing complementary funding for the growth of innovative companies;
recognize the innovative character of companies with research and development activities as well as the innovative nature of research and development work carried out by companies;
― advising companies and facilitating their access to the board for the design, organization and conduct of innovation projects and advising financial institutions in their actions to support innovative companies;
- to carry out information, training or animation activities that can promote the development of innovation, including by making available to companies all information on the procedures for assistance in research and innovation, including community, as well as on tax incentives for research and development, and by promoting government measures for innovation;
― contribute, through agreements with public enterprises, institutions or services, universities or research organizations, to the transfer of technologies and the diffusion of innovative technologies, including through networks, as well as to facilitate the transfer of technologies from natural or legal persons;
― within the framework of conventions with French or foreign legal entities involved in the field of innovation, technology, research or industrial property, perform any activity relevant to its social object and manage projects at the regional, national, community and international level,
and, in general, carry out all activities of service, advice, financing, the mobilization of complementary resources and expertise at the local, national, community and international levels to support the growth of innovative companies.
2.3. Within the framework of, inter alia, its activity as defined in (2) of section 2.1 above, the Corporation, a place-based credit institution, is intended to facilitate the financing of small and medium-sized enterprises and natural persons by taking a share of the risk in the financial competitions granted to them by intermediaries, in particular by guaranteeing the reimbursement of credits made by these intermediaries. For this purpose, the Corporation relies on general reserve funds made up by its shareholders or on collateral funds provided, in whole or in part, by public endowments constitutive of exclusive rights considerations of special hardships in the context of missions of general economic interest entrusted to the Corporation by the public authorities.
As an accessory, the Corporation may also establish and manage security funds powered by other dotators.
Recipients of the guarantees granted by the Corporation must have been previously approved by the Board of Directors of the Corporation.
2.4. As part of, inter alia, its activity as defined in (3) of Article 2.1 above, the Corporation, a place credit institution, is intended to facilitate the financing of small and medium enterprises. It works in partnership with banks and financial companies to co-finance their development programmes. It also participates in the financing of the cash requirements of public debt-holders and those related to the execution of orders and contracts with large order-holders. In this context, the Corporation may:
- to provide or facilitate medium- to long-term competitions to businesses and craftsmen, members of liberal professions and associations;
― perform any intervention to facilitate its medium- and long-term credit activity under the conditions prescribed by banking regulations;
―to make all lease and single lease transactions involving all property and real property rights for professional use, to make all benefits related to the establishment and management of financing and structures by benefiting or for the benefit of all companies in a similar or complementary activity, to guarantee all financial transactions involving real property and property rights for professional use;
― intervene in all furniture and financial lease transactions, in particular to finance all equipment, facilities and facilities for professional equipment, give all guarantees by downstream, bond or otherwise, to consent in the context of financial lease operations of industrial vehicle rentals for the carriage of goods without the provision of a driver;
― intervene in all real estate leasing, furniture and financial and leasing operations to finance all property, facilities and facilities that save energy and protect the environment;
∙ grant bail or cash credits to the holders of orders placed by the State, local authorities, public institutions, enterprises or organizations that carry out a public service mission, as well as to the holders of orders to be carried out in France by international organizations whose permanent capital or financing resources are constituted in part by contributions from the French State, French authorities or institutions and public enterprises;
- to grant credits of the same nature to the holders of claims on the State, local authorities, public institutions or bodies providing a public service mission either for the reimbursement of the provision of health and social goods or services, or for grants;
∙ grant advance payments and cash credits on public orders under the conditions set out in the regulations in force;
∙ grant, in partnership with banks or financial companies, bail or cash credits to subcontractors and suppliers of major private donors, including through partnership contracts.
As a result of the above-mentioned activities, the Corporation may carry out any securities or real estate transactions, including acquiring and selling, taking and giving to construction or emphytéotic leases, building all buildings.
Article 3
Name
The Company's name is "OSEO".
The acts and documents emanating from the Corporation and destined for third parties shall indicate the name, preceded or followed immediately and legibly of the words "anonymous corporation" or "S" initials and the denunciation of the amount of social capital.
Article 4
Headquarters
The company's head office is 27-31 Avenue du Général-Leclerc, 94710 Maisons-Alfort.
It may be moved to the same department or to a neighbouring department by decision of the board of directors, subject to ratification of this decision by the next ordinary general assembly, and elsewhere under a decision of the extraordinary general assembly.
Article 5
Duration of the Corporation
Except as an extension or early dissolution, the duration of the Corporation shall be set at 99 years from its registration in the Trade and Corporate Register, November 13, 1980.
PART II
CAPITAL. - FORME OF ACTIONS. ― RIGHTS AGAINST ACTIONS. – LIBÉRATION OF ACTIONS. - TRANSMISSION OF ACTIONS
Article 6
Social capital
Social capital is set at five hundred and ninety-four million seven hundred and seventy-eight thousand four hundred euros (594,788,400 €). It is divided into seventy-four million three hundred forty-seven thousand three hundred (74,347,300) shares of eight euros (8 €) of nominal value each, fully released, all of the same category.
In accordance with the above-mentioned June 29, 2005, the OSEO state and public institution hold more than 50% of the Corporation's capital.
Article 7
Form of shares
The shares are nominal. They give rise to registration on behalf of their owner under the conditions and in the manner prescribed by applicable laws and regulations.
Article 8
Rights and obligations to actions
In addition to the voting rights granted to it by law, each action, proportionally to the number of existing shares, shall be entitled to a quotity of the social assets, the profits or the liquidation bonus, subject to the provisions of section 24.1 below.
Each time it is necessary to own a number of shares to exercise a right, it is up to the owners who do not have that number to do their business with the required group of shares.
Article 9
Release of shares
In the event of an increase in capital, the shares in cash are obligatoryly released, at the time of the subscription, of at least one quarter of their nominal value and, where applicable, of the total emission premium. The release of the surplus occurs, in one or more times, by a decision of the board of directors, within five (5) years from the day the capital increase became final.
Calls for funds are notified to shareholders fifteen (15) days at least before the date fixed for each payment, by a notice inserted in a legal notice log of the place of the head office or by registered letter with a request for an individual notice of receipt.
If the shareholder fails to free himself from the payments due to their maturity, the amounts due are, in full right and without the need for any formality, productive of an interest at the legal rate increased by two (2) points, day after day, from the due date, without prejudice to the personal action that the Corporation may exercise against the default shareholder and other remedies.
Article 10
Transmission of shares
Except in the event of succession, liquidation of the matrimonial or assignment regime, either to a spouse or to an ascendant or to a descendant, and in the cases of intragroup assignments indicated below, the assignment of shares is, in a case of nullity, subject to the prior approval of the board of directors under the conditions provided by law.
Intra-group transfers are transfers of shares of the Corporation made by an entity to an entity that it controls, an entity that controls it or an entity controlled by the entity or another entity that controls it, the terms "control" and "controlled" being defined by reference to paragraphs I and II of Article L. 233-3 of the Commercial Code. These intragroup assignments are not subject to the registration procedure referred to above. They are notified to the Chair of the Board of Directors at least eight (8) days before the date of completion of the assignment concerned and of information from the Board of Directors at the earliest sitting of the Board.
In this article:
―the term "action" refers to any action and any mobilising value giving access to capital, in any capacity, or to the attribution of a right to vote of the Corporation, immediately or in term, directly or indirectly;
―the term "assignment" covers, without exception, any event or operation, regardless of whether or not it is merging, splitting and intake, with the purpose or effect of transferring the property, nue-property or usufruct, or any other dismemberment or right, of one or more shares, immediately or in term, free of charge or expensive,
PART III
ADMINISTRATION BOARD. ―
GENERAL DIRECTION. - CENSeurs. COMMITTEES
Article 11
Composition and Chair of the Board of Directors
11.1. Composition of the Board of Directors
The Corporation is administered by a Board of Directors composed, pursuant to section 7 of the above-mentioned June 29, 2005, of fifteen members:
(1) Chair of the Board of Directors of the OSEO Public Institution, Chair;
(2) Seven shareholder representatives, including:
(i) four representatives of the State appointed by decree; and
(ii) three members designated by the General Meeting of Shareholders;
(3) Three personalities chosen because of their competence in the development and financing of companies and innovation, appointed by decree; and
4) Four representatives of employees elected under the conditions provided for in Chapter II of Title II of the Act of 26 July 1983 referred to above.
The term of office of the board members is five (5) years from the first meeting of the new board established or renewed.
In the event of a vacancy for any cause of the seat of a member of the Board of Directors, his or her alternate shall perform his or her functions only for the remaining period of time until the full renewal of the Board. During the renewal of the entire board, the board of directors shall remain in office until the first meeting of the renewed new board.
The number of Board members who have exceeded the age of seventy (70) years may not exceed one third of the number of members in office. When this proportion is exceeded, the oldest member of the board of directors, the president excepted, ceases to perform his duties after the next ordinary general assembly.
11.2. Chairman of the Board of Directors
The Chairman of the Board of Directors organizes and directs the work of the Board, which he reports to the General Assembly. It ensures the proper functioning of the Corporation's organs and, in particular, ensures that directors are able to carry out their duties.
In accordance withArticle 3 of Decree No. 53-707 of 9 August 1953, the remuneration of the President shall be determined by a joint decision of the Minister for Economics and Finance and the Minister for Budget, on the proposal of the Board of Directors.
11.3. Vice-President of the Board of Directors
The board of directors shall elect from among its members a Vice-President who is a natural person. The Vice-Chair is not paid for the performance of his duties.
The Vice-Chair shall be appointed for a term not exceeding that of his or her term as an administrator. He is re-elected. The board of directors may revoke it at any time.
The Vice-Chair chairs the board's meetings in the absence of the Chair.
In the event of a temporary incapacity or death of the President, the Vice-President is delegated to the office of President. In case of temporary incapacity, this delegation is given for a limited period of time. It's renewable. In case of death, it is valid until the election of the new president.
11.4. Missions and special mandates
The board of directors may confer on one or more of its members or third parties, shareholders or not, special missions and special warrants for one or more specified objects.
11.5. Remuneration of Board members
The General Assembly may allocate an annual fixed amount to directors in compensation for their activity, as a token of presence, to be approved by a joint decision of the Minister for Economy and Finance and the Minister for Budget in accordance with theArticle 3 of Decree No. 53-707 of 9 August 1953. Its distribution between the directors, with the exception of those of the representatives of the State or of the employees whose mandate is free, is determined by the above-mentioned ministers, on the proposal of the board of directors.
The costs incurred by directors for the performance of their terms of office are reimbursed by the Corporation on supporting documentation.
The Board of Directors may also allocate exceptional compensation to directors in the cases and conditions set out in the applicable legal and regulatory provisions.
11.6. Hours of employee representatives
The amount of hours allocated to employee representatives in the board of directors is set at 15 hours per month.
This time is considered to be working time and paid at normal maturity.
The time spent by Council members at the sessions is not deducted from this credit of hours.
11.7. Obligation of discretion
Directors as well as any person who is required to attend meetings of the Board of Directors shall be held at discretion in respect of information of a confidential nature and as such by the Chair of the Board of Directors.
Article 12
Powers of the Board of Directors
12.1. General powers of the Board of Directors
Without prejudice to the provisions of section 7 of the Act of 26 July 1983 referred to above, the Board of Directors shall determine the direction of the Corporation's activity and shall ensure their implementation. Subject to the powers expressly assigned to shareholder assemblies and within the limits of the social object, he shall take up any matter of interest to the good march of the Society and shall rule by its deliberations the cases concerning it.
In dealing with third parties, the Corporation is engaged even by the acts of the board of directors that do not fall under the social object, unless it proves that the third party knew that the act exceeded that object or could not ignore it in the circumstances, being excluded that the only publication of the statutes was sufficient to form that evidence.
The Board of Directors conducts the controls and audits that it considers appropriate. The President or Director General is required to communicate to each director all the documents and information necessary to carry out his or her mission.
12.2. Fixing the intervention ceiling
In accordance with the above-mentioned order of 29 June 2005, the Board of Directors shall, under conditions set by regulation, establish the maximum level of activity referred to in paragraph (1) of section 2.1 above for each fiscal year, in particular in the form of public grants or refundable advances.
12.3. Decisions requiring prior authorization
of the Board of Directors
The following decisions relating to the Corporation or, where applicable, to one of its subsidiaries (defined as companies or other entities that the Corporation controls within the meaning of the Corporation)Article L. 233-3 of the Commercial Code, being specified that "Group" means the Corporation and its subsidiaries) must be subject to prior authorization from the Board of Directors:
1) Adoption of the Corporation's budget and business plan (including the funding plan) and their amendments;
(2) Determination for each compartment of repayable advances of the intervention guarantee funds established within the activity referred to in paragraph (1) of Article 2.1 above, as established by agreement between the State and OSEO, of the multiplier coefficient that allows to determine the annual reimbursable advance limit granted (annual commitment capacity), on the basis of the holdings of the funds and of a review, The Board of Directors is advised that the level of risk coverage in this activity passes, after a given fiscal year, below the 100% threshold. This level of coverage and method of calculation are defined, if any, in the Board of Directors' rules of procedure;
(3) Proposal for any increase or reduction of capital, merger, split or contribution of the Corporation and its subsidiaries;
4) Creation or dissolution of subsidiaries or entities, including an indefinite liability, by the Corporation and its subsidiaries;
5) Creation or termination of activities by the Corporation and its subsidiaries;
6) Creation or termination by the Corporation and its affiliates of a partnership, the conditions of such authorization may, if any, be specified by the rules of procedure of the board of directors;
7) Creation or termination of product lines by the Corporation and its subsidiaries, the conditions of such authorization may, if any, be specified by the CA rules of procedure;
8) Signature of borrowing agreements relating to financial transactions and refinancing of the Corporation and its subsidiaries, the conditions of such authorization may, if any, be specified by the rules of procedure of the Board of Directors;
9) Off-budget operating expenses greater than €5 million from the Corporation and its subsidiaries;
10) Cession, acquisition or transaction of the contribution of trade funds, affiliate securities, interest or other assets in excess of €30 million by the Corporation and its subsidiaries;
11) Proposal for the allocation of the result, the distribution of dividends or dividends and all other distributions (books, premiums...) by the Corporation and its subsidiaries;
(12) Other proposals to amend the statutes of the Corporation and its subsidiaries;
(13) Significant change in the accounting principles, methods or rules and/or presentation of the accounts of the Corporation and its subsidiaries;
(14) Appointment or revocation of the Directors General Delegates of the Corporation and General Directors and Delegate Directors General of the subsidiaries;
15) Any decision of the Corporation resulting in a change in the legislative or regulatory status applicable to it and involving a decision of the prudential control authority;
16) Any decision or transaction that directly or indirectly concerns the use of the State's financial competitions;
17) The adoption and amendment of the Board of Directors' rules of procedure.
12.4. Information of the Board of Directors
The Board of Directors is informed of any acquisition by the Corporation of any subsidiary or interest securities of less than €30 million.
Article 13
Deliberations of the Board of Directors
13.1. Convening of the Board of Directors
The board of directors meets as often as the interest of the Corporation requires, upon the convocation of its president.
However, where the Chair has not met for more than two months, at least one third of the Board members may request the Chair to convene the Board on a specific agenda. The Director General may also request the Chair to convene the Board of Directors on a specific agenda. The President is bound by the applications addressed to him.
The summons is forwarded fifteen (15) days at least in advance by letter, telegram, fax or e-mail. She mentions the agenda. The documents and other information submitted to the board must be attached to the convocation or be communicated to the board members at least ten (10) days before the date of the meeting. However, in the event of an emergency, the summons may be made by any means and the documents and other information submitted to the board shall be communicated to its members in a lesser or more timely manner according to the degree of urgency, in accordance with the terms defined by the rules of procedure of the board of directors. This emergency must be duly motivated in the convocation or in the delivery of documents or information.
13.2. Board of Directors
The board of directors shall meet at the head office or at any other place indicated in the summons.
An administrator may give, in writing, a warrant to another administrator to represent him at a session of the board of directors. Each administrator can only have one proxy at the same session.
A presence register is maintained and is signed by the directors participating in the board's meeting both on their personal and as an agent.
The Board of Directors only deliberates validly if at least half of its members are present.
The meetings of the Board of Directors shall be chaired by the President or, if the Vice-Chair is absent, or, in the event of the absence of the Vice-Chair, by a member chosen by the Board.
The board of directors shall designate a natural person, whether or not chosen from among its members, who shall serve as secretary.
It examines any issues on the agenda by the President or Council deciding by a simple majority.
The directors of the State referred to in subsection (2) (i) of section 11.1 above may request that any decision of the board of directors be temporarily suspended and be subject to further deliberation before the expiry of a period of ten (10) days (1).
The rules of procedure may provide that directors participating in the meeting by means of videoconferencing or telecommunications shall be deemed present, for the purposes of calculating the quorum and majority, under the conditions prescribed by applicable laws and regulations. However, the meeting may not be held by means of videoconferencing or telecommunications if at least five (5) directors oppose it at least three (3) days before the scheduled date of the meeting. In addition, the use of videoconferencing or telecommunications means for holding Council meetings is impossible for the adoption of the following decisions:
– the determination of the commitment capacity of guarantee funds;
– the determination of multiplier coefficients and commitment capabilities applicable to repayable advance guarantee funds.
13.3. Majority
Decisions shall be taken by a majority of members present or represented, subject to the contrary provisions of these statutes. In the event of a vote-sharing, the Speaker's voice is preponderant.
However, by exception to the provisions of the preceding subsection, the following decisions are made by a majority of the members present or represented and by a majority of the directors representing the shareholders referred to in subsection (2) of section 11.1 present or represented (2):
(1) Proposal for any increase or reduction of capital, merger, split or contribution of the Corporation and its subsidiaries;
(2) Other proposals to amend the statutes of the Corporation and its subsidiaries;
(3) Creation or dissolution of subsidiaries or entities, including an indefinite liability, by the Corporation and its subsidiaries;
4) Signature of borrowing agreements relating to financial transactions and refinancing of the Corporation and its subsidiaries, the conditions of such authorization may, if any, be specified by the rules of procedure of the Board of Directors;
5) Cession, acquisition or transaction of the contribution of trade funds, securities of subsidiaries, participations, or other assets of more than €30 million by the Corporation and its subsidiaries;
6) The adoption and amendment of the rules of procedure of the board and committees.
In addition, pursuant to the above-mentioned order of 29 June 2005, the deliberations of the board of directors which directly or indirectly relate to the implementation of the State's financial competitions cannot be adopted without the favourable vote of the representatives of the State mentioned in paragraph (2) (i) of Article 11.1 above.
13.4. Verbatim records
Minutes of proceedings of the board of directors shall be prepared and copies or extracts shall be issued and certified in accordance with the applicable legal and regulatory provisions, as defined in the rules of procedure of the board of directors.
Article 14
General Directorate of the Corporation
14.1. General Management Organization Principles
The general management of the Corporation is assumed, under its responsibility, either by the President of the Board of Directors or by another natural person appointed by the Board of Directors and bearing the title of Director General.
The board of directors, ruling by a majority of its members present or represented, chooses between these two modes of exercise of general management. He can at any time change his choice. Shareholders and third parties are informed of the choice made by the board of directors under the applicable legal and regulatory conditions.
When the general management of the Corporation is assumed by the President of the Board of Directors, the provisions of these Regulations relating to the Director General shall apply to it.
14.2. Director-General
The Director General is vested with the most extensive powers to act on behalf of the Corporation in all circumstances. It exercises these powers within the limits of the social object and subject to those expressly assigned by the law to shareholder assemblies and to the board of directors.
He represents the Corporation in its relations with third parties. The Corporation is engaged even by the acts of the Director General that do not fall within the scope of the social object, unless it proves that the third party knew that the act exceeded that object or could not ignore it in the circumstances, being excluded that the only publication of the statutes was sufficient to form that evidence.
As an internal order, the powers of the Director General and, where appropriate, delegated general directors are limited by section 12.3 above.
The provisions of the statutes or decisions of the board of directors limiting the powers of the Director General are unopposable to third parties.
In accordance withArticle 3 of Decree No. 53-707 of 9 August 1953, the remuneration of the Director General shall be determined by a joint decision of the Minister for Economics and Finance and the Minister responsible for Budget, on the proposal of the Board of Directors.
14.3. Delegates General Directors
Upon a proposal by the Director General, the Board of Directors may appoint up to five (5) physical persons to assist the Director General and to be appointed as Delegate General Directors.
In accordance withArticle 3 of Decree No. 53-707 of 9 August 1953, the remuneration of the delegated general directors shall be determined by a joint decision of the Minister for Economics and Finance and the Minister for Budget, on the proposal of the board of directors.
In accordance with the Director General, the Board of Directors determines the extent and duration of the delegated directors' powers, which have the same powers with respect to third parties as the Director General.
Article 15
Committees
15.1. Board Committees
The Board of Directors shall establish a committee to monitor matters relating to the development and control of accounting and financial information, in accordance with theArticle L. 823-19 of the Commercial Code.
The Board of Directors may decide on the establishment of other committees to consider matters that the Board or its Chair submits, for advice, to their consideration. It sets out in its rules of procedure the composition and functions of the committees that operate under its responsibility.
15.2. Selection and Commitment Committee for Activity
« strategic industrial innovation »
A specialised committee is responsible for monitoring case-study and proposing commitment decisions on projects in the context of the "strategic industrial innovation" activity. In the event of disagreement by the Commissioner of the Government on a proposal for commitment, it is submitted to the Board of Directors. The composition of the committee and its specific operating procedures will be defined in a committee's rules of procedure, approved by the board of directors.
15.3. Guidance Board
A guidance board is responsible for expressing an advisory opinion on the role and modalities of carrying out their duties by the Corporation and its subsidiaries. His notices are communicated to the board of directors.
It meets at least twice a year, at the convocation of its president. Its composition is determined by an order of the Minister for Economics and the Minister for Research.
Article 16
College of Censors
A panel of censors may be designated by the General Assembly to attend, with an advisory vote but not to participate in the meetings of the Board of Directors. The number of censors may not exceed eight.
They are appointed for a term equal to the term of office of the members of the board of directors and are eligible for re-election.
The General Assembly sets the remuneration of censors.
PART IV
CONTROL OF SOCIETY
Article 17
Regulated conventions
Pursuant to the above-mentioned June 29, 2005, orderArticle L. 225-38 of the Commercial Code does not apply to the agreements between the State and the Corporation pursuant to Article 6, I and III, and referred to in Article 2.1 above.
Article 18
Auditors
At least two incumbent auditors and two alternate auditors shall be appointed and shall perform their functions under the conditions provided for by applicable laws and regulations.
PART V
GENERAL ASSEMBLY
Article 19
General Assembly
General assemblies shall be convened and deliberated under the conditions provided for by applicable laws and regulations.
They are gathered at the headquarters or at any other place indicated in the convocation.
Every shareholder has the right to attend the general assemblies and to participate in the proceedings personally or by proxy, or to vote by correspondence, under the conditions prescribed by applicable laws and regulations. To be taken into account, the correspondence form must have been received by the Corporation at least three (3) days before the date of the meeting.
The meetings are chaired by the President of the Board of Directors or, in his absence, by the Vice-President of the Board of Directors or, in the absence of the Board, by a director specially delegated for this purpose by the Board. Otherwise, the assembly elects its president.
Minutes of meetings are prepared and copies or extracts are certified and issued in accordance with applicable legal and regulatory provisions.
PART VI
ORGANIZATION. – SOCIAL EXERCICE. – REGISTRATION
COMPTABLE. ∙ RESULTS
Rule 20
Organization
In accordance with the above-mentioned order of 29 June 2005, the Corporation shall be organized so that the activity referred to in paragraph (1) of section 2.1 above shall be carried out separately from its other activities. For this purpose, in particular, the operating expenses paid by the State to the Corporation under this activity can only be affected by the costs that this activity generates.
Article 21
Social exercise
Each social exercise has a duration of one year, beginning January 1st and ending December 31.
Article 22
Counts. ― Accounting record
and accounting
22.1. The accounts of the fiscal year are determined by the Board of Directors and approved by the General Assembly in accordance with the laws in force.
22.2. In addition, pursuant to the above-mentioned order of June 29, 2005, the Corporation shall establish a separate accounting record for the transactions it carries out under the activities referred to in paragraph (1) of section 2.1 above and shall maintain an analytical accounting that distinguishes the activities referred to in paragraphs (1), (2) and (3) of section 2.1 above, the principles of which shall be determined by the board of directors after notice of the audit committee referred to in section 15 above.
One or more conventions between the State and the Corporation specify the terms and conditions under which such registration and accounting management are performed and the conditions under which they are controlled and certified by one or more auditors.
Article 23
Assignment of result
23.1. Pursuant to the above-mentioned order of June 29, 2005, the results obtained through the use of public funds paid to the Corporation under the activity referred to in paragraph (1), of section 2.1 above shall be returned to or reassigned to public funds.
23.2. Subject to the provisions of the preceding paragraph, if the result of the fiscal year permits it, after sampling to establish or complete the legal reserve, the meeting may take all amounts that it deems appropriate to fix either to be deferred to the next fiscal year or to be allocated to one or more general or special reserve funds, or to be distributed among shareholders.
23.3. The general meeting on the accounts of the fiscal year has the power to grant to each shareholder, for all or part of the distributed dividend or dividend deposits, an option between the payment in cash or shares, under the conditions prescribed by the legislative and regulatory provisions in force on the day of its decision.
PART VII
DISSOLUTION, LIQUIDATION. – CONTESTATIONS
Article 24
Dissolution. Liquidation
At the dissolution of the Corporation, one or more liquidators are appointed by the Extraordinary General Assembly under the terms of quorum and majority for ordinary general assemblies.
The liquidator represents the Company until the liquidation closes. It is invested with the most extensive powers to realise the asset, even to amicable. It is authorized to pay creditors and distribute the available balance. The general meeting of shareholders may authorize it to continue the ongoing business or to initiate new ones for the purposes of liquidation.
It reports to shareholders on the performance of its mission once a year in the form of a written report describing the diligence performed during the past year.
Rule 25
Contestations
Any disputes that may arise, during the duration of the Corporation or during its liquidation, either between the Corporation and the shareholders, or between the shareholders themselves, concerning social affairs shall be subject to the jurisdiction of the competent courts of the head office.
