Key Benefits:
Publics concerned: association of the regions of France, trade union organizations of employees and professional organizations of employers and self-employed nationally representative, members of the National Orientation Committee of the Public Investment Bank (BPI), Federation of local public enterprises, management of the BPI, regional prefects, regional presidents, members of the regional orientation committees.
Subject: approval of the statutes of the anonymous company Bpifrance Financing.
Entry into force: the text comes into force on the day after its publication.
Notice: this decree approves, pursuant toarticle 10 of Order No. 2005-722 of 29 June 2005 relating to the Public Investment Bank (BPI), the statutes of the anonymous company Bpifrance Financing.
References: this decree is taken in application of thearticle 10 of Order No. 2005-722 of 29 June 2005 amended on the creation of the Public Investment Bank (IPB). It is available on the website Légifrance (http://www.legifrance.gouv.fr).
The Prime Minister,
On the report of the Minister of Economy and Finance,
Vu le Trade code ;
Vu la Act No. 83-675 of 26 July 1983 modified on democratization of the public sector;
Vu la Law No. 2001-420 of 15 May 2001 on new economic regulations;
Vu la Act No. 2012-1559 of 31 December 2012 relating to the creation of the Public Investment Bank;
See?Order No. 2005-722 of 29 June 2005 amended to establish the Public Investment Bank;
Vu le Decree No. 55-733 of 26 May 1955 amended on the economic and financial control of the State;
Vu le Decree No. 83-1160 of 26 December 1983 Implementation Act No. 83-675 of 26 July 1983 on the democratization of the public sector,
Decrete:
The statutes of the anonymous company Bpifrance Financing, provided for in thesection 10 of the above-mentioned order of 29 June 2005 and annexed to this decree are approved.
The Minister of Economy and Finance is responsible for the execution of this Order, which will be published in the Official Journal of the French Republic.
A N N E X E
BPIFRANCE FINANCING
Anonymous company with capital of 750 860 784 euros
Headquarters : 27-31, avenue du Général-Leclerc
94710 Houses-Alfort
320 252 489 RCS Creteil
STATUTS
Adopted by the Extraordinary General Assembly
12 July 2013
Preamble Act No. 2012-1559 of 31 December 2012 created the Public Investment Bank, a public group whose anonymous company BPI-Group is the leading company of the financing activity center.
In accordance withArticle 6 (IV) of Order No. 2005-722 of 29 June 2005, modified by Act No. 2012-1559 of 31 December 2012, the anonymous company BPI-Groupe uses Bpifrance Financing (the "Company"), a registered subsidiary as a credit institution, for the implementation of the tasks referred to in Article 6 (I) of the above-mentioned order.
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, particularly those of theOrder No. 2005-722 of 29 June 2005 relating to the Public Investment Bank, as amended by the Act No. 2012-1559 of 31 December 2012 relating to the creation of the Public Investment Bank and these statutes.
The Corporation is approved as a credit institution 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 section 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 also contributes to the financing of investments and operating receivables for mid-sized businesses.
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, as well as 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 institution BPI-Group and the company BPI-Group.
The Corporation shall not receive, either by itself or by a subsidiary, any deposit of cash or securities, consent to any loan other than those covered by these Regulations and shall not proceed to negotiations on 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 BPI-Group public institution or in the context of the facilities it grants to its staff.
2.2. As part of the activity referred to in 1 of Article 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 innovation, technology, research or industrial property, carry out any activity relevant to its social object and manage projects at the regional, national, community and international levels,
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. In particular, as part of its activity as defined in 2 of Article 2.1 above, the Corporation, a place credit institution, is intended to facilitate the financing of small and medium-sized enterprises and natural persons by taking part in the financial competitions granted to them by intermediaries, in particular by guaranteeing the reimbursement of credits granted 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 its activity 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, such as acquiring and selling, taking and giving to construction or emphytéotic leases, building all buildings.
Article 3
Name
The Company's name is "Bpifrance Financement".
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 seven hundred and fifty million eight hundred and sixty thousand seven hundred and eighty-four euros (750,860,784 €). It is divided into eighty-three million eight hundred and fifty-seven thousand five hundred and ninety-eight (93 857 598) shares of eight euros (8 €) of nominal value each, fully released, all of the same category.
Pursuant to section 6 of the above-mentioned order dated 29 June 2005, the anonymous company BPI-Groupe holds, directly or indirectly, 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 23.1 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
Without prejudice to theArticle L. 228-39 of the Commercial Code, in the event of capital increase, 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 a corporation to a corporation that it controls, a corporation that controls it or a corporation controlled by the corporation or other 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 it is merging, splitting or 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. - DIRECTION
GENERAL. - CENSeurs. COMMITTEES
Article 11
Composition and President
of the Board of Directors
11.1. Composition of the board of directors.
The Corporation is administered by a board of directors composed in accordance with the law and these statutes.
The board of directors shall be composed of three to ten members, including, where appropriate, representatives of the State who may be designated in accordance with the applicable law. In addition, two directors are elected by employees of the Corporation and its subsidiaries in accordance with the terms and conditions set out in theArticle L. 225-28 of the Commercial Code and Article 11.5 of the present statutes.
The term of office of the board members is five (5) years.
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.
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.
11.3. 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.
11.4. Remuneration of Board members.
The General Assembly may allocate an annual fixed amount to administrators as a presence chip, the amount of which is maintained until a new decision. Its distribution among directors is determined by the board of directors.
Directors may not receive any permanent or non-permanent remuneration from the Corporation other than those provided by law.
The costs incurred by directors for the performance of their terms of office are reimbursed by the Corporation on supporting documentation.
11.5. Employee representatives.
11.5.1. Administrators elected by employees of the company and its subsidiaries, direct or indirect, whose head office is located in the French territory.
Employee representatives are designated (i) respectively in accordance with provisions of articles L. 225-27 to L. 225-34 of the Commercial Code and (ii) to the provisions of this article.
The method of voting for each officer's seat representing the staff is that provided for in the existing legislative and regulatory provisions.
Their number is two. Given the distribution of staff in the company, the two seats can be allocated to two executive representatives. They are elected by employees of the Corporation and its subsidiaries, direct or indirect (defined in accordance with the law), whose head office is fixed in the French territory, which meet the conditions laid down by law.
The duration of their mandates is five (5) years.
The elections are organized by the general management.
The timing and modalities of the electoral operations are established by the Commission in consultation with the representative trade union organizations at the national level in the company so that the second round may take place no later than fifteen days before the end of the outgoing directors' term.
The election takes place in each of the colleges by majority vote at two rounds.
Each nomination in the first round of elections must include the name of the candidate the name of his or her prospective alternate.
No changes to the applications can be made during the second round.
In the event of equality of votes, candidates whose employment contract is the oldest are declared elected.
Applications other than those submitted by a representative trade union organization at the corporate level must be accompanied by a document containing the names and signatures of at least 1/20 of the electors belonging to the college of which they depend.
11.5.2. Hours.
The amount of hours allocated to employee representatives in the board of directors is fixed at fifteen 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.
11.6. Government Commissioner.
Pursuant to the above-mentioned June 29, 2005, a Government Commissioner is appointed to the Corporation.
The Commissioner of the Government may attend the meetings of the General Meeting of Shareholders, the Board of Directors of the Corporation and any committees that may be established within the Board. To this end, the summonses, together with the agendas, the minutes and all other documents are sent to him at the same time as to the members of these bodies.
The Commissioner of the Government may object, for the activities referred to in 1 to 3 of Article 6 of the above-mentioned Order, to the deliberations of the legislative organs of the Corporation under the conditions prescribed by decree in accordance with the above-mentioned Order in 2005.
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.
11.8. Rules of procedure.
An internal regulation specifies the operation of the board of directors.
Article 12
Powers of the Board of Directors
12.1. General powers of the board of directors.
The Board of Directors determines the direction of the Corporation's activity and ensures that it is implemented. 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 operating 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 subject to prior authorization from the Board of Directors.
The following decisions are subject to the prior authorization of the Board of Directors:
- determination, if any, of the maximum average share of the Corporation's activities in co-financing by distinguishing by type of business or sector;
― determining the main parameters for managing the various activities, including the level of multiplier of each guarantee fund;
- the creation, modification or termination of any partnership, the conditions of such authorization may, if any, be specified by the rules of procedure of the board of directors;
- creation or termination of activities by the Corporation or its subsidiaries or transfer of activities to their benefit;
- the creation or termination of product lines by the Corporation or its subsidiaries, the conditions of such authorization may, if any, be specified by the rules of procedure of the Board of Directors;
- adoption of actions to be taken within the competence of the board of directors and of additional measures to be submitted to the decision of the State, in case of a significant drift or deficit budget of an activity;
- proposal and modalities for the release of capital not yet released from the subsidiaries of the Corporation;
- creation or dissolution of subsidiaries or entities, including an indefinite liability, by the Corporation or its subsidiaries;
― signature of borrowing agreements relating to financing transactions and refinancing of the Corporation or its subsidiaries, the conditions of such authorization may, if any, be specified by the rules of procedure of the Board of Directors;
― continuation of an activity or marketing of product lines as long as their economic model would be significantly modified as a result of the decrease in public holdings they receive;
– Investments, disinvestments (including transfers, acquisition or inflow of trade funds, affiliates, equity or other assets) in excess of €30 million by the Corporation or its subsidiaries;
adoption and modification of the type of regulatory prudential model (standard or advanced model);
– key parameters of the Corporation's risk policy, including risk limits;
― annual setting of the multiplier coefficient for the new generation of warranty, if and as long as the fair negative value of a guarantee fund requires to use the reserve fund to cover already incurred risks;
― determination of multipliers of secured funds when the fair value of the reserve fund established under the IAS-IFRS repository is less than €100 million;
- proposal for the allocation of the result, the distribution of dividends or dividends and any other distributions (books, premiums...) by the Corporation or its subsidiaries;
- other proposals to amend the Corporation's or its subsidiaries' statutes;
– any decision to dissociate or reunion the functions of President of the Board of Directors and Director General of the Corporation;
any decision relating to the movement of the company's head office or operational seat;
- adoption and amendment of the rules of procedure of the board of directors and committees;
- approval of new shareholders of the Corporation;
appointment or revocation of censor;
– designation and revocation of the social agent leaders and the leaders responsible for Bpifrance Financing;
- proposal for any increase or reduction of capital, merger, split or contribution of the Corporation or its subsidiaries;
- adoption of the Corporation's business plan budget by activities (including the funding plan) and their amendments;
any modification of the doctrine of intervention.
It is specified that the term "subsidiary" applies to any corporation owned by the Corporation, directly or indirectly (through an uninterrupted chain of detention greater than 50%), more than 50% of the capital and voting rights.
Article 13
Deliberations of the Board of Directors
13.1. Convocation 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, when it has not met for more than one month, at least three 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 made by any means eight calendar days at least in advance. It accurately indicates the issues that will be raised in the report. Documents and other information submitted to the board of directors must be attached to the summons or be communicated to the board members at least five (5) days before the date of the meeting, except for emergencies. The summons may also, in particular in the event of an emergency, be verbal and without delay if all directors consent or if all directors are present or represented. In this case, the documents and other information submitted to the Board of Directors may then be communicated to its members within or without delay, in accordance with the terms and conditions defined by the rules of procedure of the Board of Directors.
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.
Meetings of the Board of Directors shall be chaired by the Chair or, in the event of the absence of the 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 chair or board of directors of a simple majority.
Representatives of the State, if any, who are referred to in Article 11.1 above, may request that any decision of the board of directors relating to the 1st to 3rd of Article 6 of BPI be temporarily suspended and be subject to further deliberation before the expiry of a period of ten (10) days.
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.
13.3. Majority.
Decisions shall be taken by a majority of the members present, deemed present or represented, subject to the contrary provisions of these statutes. In the event of a vote-sharing, the Speaker's voice is preponderant.
By exception to the above, the following decisions will also be subject to the prior authorization of the board of directors to the qualified majority of the 8/12 members present, deemed present or represented:
- adoption of the Corporation's business plan budget by activities (including the funding plan) and their amendments;
any modification of the doctrine of intervention.
In addition, 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 representatives of the potentially designated State who are mentioned in Article 11.1 above.
13.4. Minutes.
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 by the internal regulation 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 Director General's powers 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.
The term of office of the Director General is five (5) years. When the director is also a director, his or her term of office will be terminated automatically in the event of termination of his or her term, unless the board of directors decides otherwise.
14.3. Delegates general managers.
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 the Executive Director.
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.
As an internal order, the powers of the Delegate General Directors are limited by Article 12.3 above.
Article 15
Committees
15.1. Council committees.
The Board of Directors shall establish an audit 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 also put in place an Appointments and Compensation Committee, a Business Committee on Financing and Guarantee and a Business Committee on Innovation.
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 specifies in a rules of procedure the composition and functions of the committees that carry out their activities under its responsibility.
15.2. Selection and Commitment Committee for the "Industrial Strategic Innovation" activity. »
A specialised committee is responsible for monitoring the investigation of the files and proposing commitment decisions on projects in the context of the "Industrial Strategic Innovation" activity. 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.
Article 16
Censors
The board of directors shall appoint, on the proposal of its president, at least two employees to serve as censor. The board of directors may also appoint, on the proposal of its president, one or more other censors selected from or outside the shareholders, natural or legal persons.
The duration of their duties shall be determined by the board of directors, without it being able to exceed three (3) years, ending at the end of the general meeting held on the accounts of the social year in which the period of three (3) years referred to above expires.
Censors are always eligible. The board of directors may, at any time, terminate their mandate.
In the event of death, resignation or termination of office of a censor for any other reason, the Board of Directors may make its replacement for the remainder of its duties.
The censors are summoned and participate in the meetings of the board of directors. Censors have access to the same information as those provided to the Professional staff.
The board of directors may decide to pay the censor's duties, in which case the board of directors determines the said remuneration. Even in the absence of remuneration, the board of directors may authorize the reimbursement of expenses incurred by censors in the interest of the corporation.
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 or the EPIC BPI-Group, on the one hand, and the company BPI-Group, on the other hand, pursuant to Article 6, I and III, of the said order setting out the terms and conditions of exercise by the company BPI-Groupe and its subsidiaries, including the Corporation, of the missions of general interest referred to in the said order. As a result, when the Corporation is a party to these conventions for the implementation of the general interest missions entrusted by law to BPI-Group, the Corporation,Article L. 225-38 of the Commercial Code does not apply.
PART IV
CONTROL OF SOCIETY
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 Chairman of the Board of Directors. 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. ― COMPTABLE REGISTRATION. ∙ RESULTS
Rule 20
Organization
In accordance with the above-mentioned order of 29 June 2005, the Corporation is organized to ensure that the activity referred to in paragraph 1 of Article 2.1 above is implemented 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. Social accounts and, if any, consolidated for the fiscal year are determined by the Board of Directors and approved by the General Assembly within five (5) months of the year's closing.
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 and shall be submitted by the Board of the Board of the Board of Auditor General
One or more conventions between the State, the public institution BPI-Group and the anonymous company BPI-Group specify the terms and conditions under which the registration and accounting management are carried out and the conditions under which they are controlled and certified by one or more auditors.
Article 23
Assignment of result
23.1. In accordance with 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 intended to establish or complete the legal reserve, the meeting may take all amounts that it deems appropriate to set, either to be rescheduled 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.
Done on 12 July 2013.
Jean-Marc Ayrault
By the Prime Minister:
Minister of Economy and Finance,
Pierre Moscovici
