Key Benefits:
The Prime Minister,
On the report of the Minister of Economy, Finance and Industry,
Given the insurance code, including articles L. 310-7, L. 322-26-1 and L. 322-26-2;
In view of the opinion of the National Insurance Council of 8 June 2004;
The Conseil d' Etat (Finance Section) heard,
Describes:
Section IV of Chapter II of Title II of Book III of the Insurance Code is thus amended:
1. Paragraph 1 is renumbered as Subsection I;
2. A sub-section II is created as follows:
"Subsection II
" Direction and Administration
" Paragraph 1st
"
Mutual Insurance Companies with Governing Council and Branch
" Art. R. 322-53. -I.-Where the company is administered by a board of directors, it shall be composed of at least three members, not including members elected by the employees, in accordance with the provisions of Article L. 322-26-2. The statuses set the maximum number of members on the board.
" However, in the event of death, resignation or dismissal of the Chairman of the Board of Directors and if the Board has not been able to replace it by one of its members, it may appoint, subject to the Provisions of Article R. 322-55-2, an additional administrator who is called to serve as President.
" II. -The Board of Directors shall elect from among its members a chairperson who is, on pain of nullity of the appointment, a natural person. The Board may decide to award compensation under the conditions set out in R. 322-55-1 for directors. The statutes may provide for the allocation of remuneration, the amount of which is determined by the board of
. The Chairperson shall be appointed for a term not exceeding the term of office of the Chairperson. He is eligible. The Board of Directors may revoke it at any time. Any contrary provision shall be deemed unwritten.
" III. -The chairman of the board of directors organises and directs the work of the board, of which he reports to the general meeting. It ensures the proper functioning of the organs of society and ensures, in particular, that the directors are able to fulfil their mission.
" The Chairman of the Administrative Board shall report to the General Assembly, meeting in Application of Article R. 322-62, the conditions for the preparation and organisation of the work of the Council and the internal control procedures put in place by the company. Without prejudice to the provisions of Article R. 322-53-3, the report shall also indicate any limitations which the Management Board may impose on the powers of the Director General
Art. R. 322-53-1. -I.-The Management Board shall determine the orientations of the company's activities and shall ensure that they are implemented. Subject to the powers expressly granted to the General Assembly and within the limits of the social object, it shall refer to any matter which is relevant to the proper functioning of the society and shall be governed by its deliberations on matters relating to
. In dealings with third parties, the company is engaged even by the acts of the board of directors which 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 that it could not ignore it Given the circumstances, being excluded that the only publication of the articles is sufficient to constitute this proof.
" The Board of Directors shall carry out the checks and checks that it considers appropriate. The President or the Director General of the Company shall communicate to each director all documents and information necessary for the performance of his or her mission.
" The Board of Directors may confer on one or more of its Members or third parties, whether members or not, all special mandates for one or more specified objects.
" The Committee may decide on the establishment of committees to consider the matters which it or its President shall submit, for opinion, to their consideration. It shall determine the composition and duties of the committees which carry out their activities under its responsibility
The relocation of the head office in the same department or in a boundary department may be decided by the board of directors, Subject to ratification by the next ordinary general meeting.
" II. -The Board of Directors may, within the limits of a total amount fixed by it, authorize the Director General to issue bonds, endorsements or guarantees on behalf of the corporation. Such authorisation may also set, by undertaking, an amount beyond which the guarantor, the endorsement or the guarantee of the company cannot be given. Where a commitment exceeds any of the amounts so fixed, the authorization of the board of directors is required in each case.
" The duration of the authorisations provided for in the preceding paragraph shall not exceed one year, regardless of The duration of the bonded, endorsed or guaranteed commitments.
" Notwithstanding the foregoing, the Director General may be authorized to provide, in respect of tax and customs administrations, bonds, endorsements or guarantees to the Company name, with no limit value.
" The Director General may delegate the authority he has received pursuant to the preceding
. If the bonds, avals or guarantees were given for a total amount above the limit Set for the current period, the exceeding shall not be opposed to third parties who have not been informed thereof, unless the amount of the undertaking relied on exceeds, by itself, one of the limits laid down by the decision of the Management Board taken In application of previous provisions.
" Art. R. 322-53-2. -I.-The general direction of the company shall be assumed, under the control of the board of directors and within the framework of the guidelines adopted by the board, by a natural person appointed by the board and bearing the title of director general. However, if the articles of the company so provide, the general direction may be assumed by the chairman of the board of
. Prior to appointment, the person appointed to perform the duties of the Director General shall be required to Declare all professional activities and elective functions that it intends to retain. The Management Board shall decide on the compatibility of the pursuit of these activities or functions with the functions of the Director General. Subsequently, it also decides on the other activities or functions which the Director General intends to exercise.
" II. -The Director General shall be revocable at any time by the Management Board. If the revocation is decided without just cause, it may give rise to damages, except where the Director General assumes the duties of Chairman of the Board of Directors. In the event that the Director General has entered into a contract with the company, his dismissal does not have the effect of terminating the contract.
" Art. R. 322-53-3. -Without prejudice to the provisions of Article R. 322-53-2, the Director General shall have the most extensive powers to act in all circumstances on behalf of the company. It shall exercise these powers within the limits of the social object and subject to those which the law expressly confers on the general meeting and the board of
. It represents the company in its dealings with third parties. The company is engaged even by the actions of the Director General which do not fall within the scope of the social object, unless it proves that the third party knew that the act was beyond that object or that it could not ignore it having regard to the circumstances, being excluded that The only publication of the articles is sufficient to constitute this proof.
" The provisions of the statutes or the decisions of the board of directors limiting the powers of the Director General shall be unenforceable against third parties.
" Paragraph 2
"
mutual insurance companies with supervisory board and management board
" Art. R. 322-54. -I.-Where the supervision of the company is entrusted to a supervisory board, it shall be composed of at least three members. The statutes shall lay down the maximum number of members of the Council, which shall not exceed eighteen. Members elected by employees in accordance with the provisions of Article L. 322-26-2, the number of which shall be included in the statutes, shall not be taken into account in determining the minimum number and the maximum number of members of the Board of Monitoring.
" II. -The Supervisory Board shall elect a Chairperson and at least one Vice-Chairperson who shall be responsible for convening the Board and conducting its proceedings. The President and the Vice-Presidents of the Supervisory Board shall, on pain of invalidity of their appointment, be natural persons. They shall carry out their duties during the term of the Supervisory Board. They are eligible for re-election.
" III. -The President of the Supervisory Board shall report to the General Assembly, meeting pursuant to Article R. 322-62, on the conditions for the preparation and organisation of the work of the Council and the internal control procedures put in place By company.
" IV. -No supervisory board member may be a member of the Executive Board. If a member of the supervisory board is appointed to the Executive Board, the term of office of the supervisory board shall terminate upon entry into
. Art. R. 322-54-1. -I.-The supervisory board shall exercise the permanent control of the management of the company by the Executive
. The statutes may require the prior authorisation of the supervisory board to conclude the operations which they list. However, the assignment of immovable property by nature, the total or partial assignment of interests, the creation of security rights, as well as bonds, forwards and guarantees are subject to authorisation by the supervisory board under conditions Determined on II.
" At any time of the year, the supervisory board shall carry out the checks and checks it deems appropriate and may be provided with the documents it considers relevant to the performance of its task. At least once a quarter, the supervisory board receives a report from the Executive Board on the progress of the company. After the closure of each financial year and within three months, the supervisory board shall verify and monitor the annual accounts submitted by the Executive
. The supervisory board shall present to the general meeting provided for in Article R. 322-62 its observations on the report of the Executive Board and on the accounts for the financial
. The supervisory board may confer on one or more of its members special warrants for one or more specified objects.
" It can Decide on the creation in its committees of which it lays down the composition and duties and which carries out its activities under its responsibility, without the said powers being the object of delegating to a committee the powers which Shall be assigned to the supervisory board itself by law or the statutes or for the purpose of reducing or limiting the powers of the Executive
. The displacement of the head office in the same department or in a boundary department may be Decided by the supervisory board, subject to ratification of this decision by the next ordinary general
. II. -The supervisory board may, within the limit of a total amount fixed by it, authorise the Executive Board to issue bonds, forwards or guarantees on behalf of the company. Such authorisation may also set, by undertaking, an amount beyond which the guarantor, the endorsement or the guarantee of the company cannot be given. Where a commitment exceeds any of the amounts so fixed, the authorization of the supervisory board shall be required in each
. The duration of the authorisations provided for in the preceding paragraph shall not exceed one year, regardless of The duration of the bonded, endorsed or guaranteed commitments.
" By way of derogation from the foregoing provisions, the Executive Board may be authorised to give, in respect of tax and customs administrations, bonds, forwards or guarantees on behalf of Company, with no limit on amount.
" The Executive Board may delegate the authority it has received pursuant to the preceding
. If bonds, avals or guarantees have been given for a total amount or more than the limit set for the Period in progress, the exceeding shall not be against third parties who have not been informed thereof, unless the amount of the undertaking invoked exceeds, by itself, one of the limits laid down by the decision of the Supervisory
. III. -The supervisory board may also, within the limits of an amount fixed by it for each operation, authorise the Executive Board to assign immovable property by nature, to give in whole or in part ownership and to constitute security rights. When an operation exceeds the amount so fixed, the authorization of the supervisory board is required in each case.
" The Executive Board may delegate the authority it has received pursuant to the preceding
. The absence of authorization is Against third parties, unless the company proves that they had known or could not ignore it.
" Art. R. 322-54-2. -I.-Where the mutual insurance company is governed by a management board, it shall be composed of two to five members at most. The number of members of the Executive Board shall be laid down in the statutes or, failing that, by the supervisory board. The members of the Executive Board shall be appointed by the Supervisory Board, which shall confer on one of them the quality of the President
II. -The statutes determine the term of office of the members of the Executive Board within the limits of two to six years. In the absence of a statutory provision, the term of office is four years. In the event of a vacancy, the replacement shall be appointed for the remaining time until the renewal of the Executive
. III. -Before his appointment, the person who is appointed to serve as a member of the Executive Board shall be required to declare all the professional activities and elective functions which it intends to retain. The supervisory board shall decide on the compatibility of the pursuit of these activities or functions with the functions of a member of the Executive Board. Subsequently, it also decides on the other activities or functions which the member of the Executive Board intends to exercise.
" IV. -The members of the Executive Board may be dismissed by the General Assembly and, if the statutes so provide, by the supervisory board. If the revocation is decided without just cause, it may give rise to damages
In the event that the person concerned has entered into a contract of employment with the company, the revocation of his duties as a member of the Executive Board shall not have the effect of Terminate this contract.
" V.-If a seat of member of the Executive Board is vacant, the supervisory board shall provide it within two months.
" Failing that, any interested party may apply to the President of the High Court, In reference, to make this appointment, on a provisional basis. The person so appointed may at any time be replaced by the supervisory board.
" Art. R. 322-54-3. -I.-The Executive Board shall carry out its functions under the supervision of the Supervisory
. The Executive Board shall have the most extensive powers to act in all circumstances on behalf of the company; it shall exercise them within the limits of the social object and Subject to those expressly assigned by law to the supervisory board and to the assemblies of members.
" In relations with third parties, the company is even engaged by the acts of the Executive Board which do not fall within the scope of the social object, to Less than it proves that the third party knew that the act was beyond that object or that it could not ignore it in the circumstances.
" The provisions of the statutes limiting the powers of the Executive Board are unenforceable against third parties. The Executive Board shall deliberate and take its decisions in accordance with the conditions laid down by the
. At least once a quarter, the Executive Board shall present a report on the company's march to the supervisory board. After the closure of each financial year and within a period of three months, the Executive Board shall submit to it, for the purposes of verification and control, the annual
. II. -The President of the Executive Board represents the company in its dealings with third
. However, the statutes may empower the supervisory board to assign the same powers of representation to one or more other members of the Executive Board, Who then has the title of Director General. The provisions of the statutes restricting the representation of the company shall be unenforceable against third
. Unless otherwise provided in the statutes, the members of the Executive Board may, with the authorisation of the supervisory board, allocate among themselves The duties of management. However, this allocation can in no way have the effect of removing the board's character as a collegial body for the management of the company.
" III. -Where an operation requires the authorisation of the supervisory board and the supervisory board refuses it, the Executive Board may submit the dispute to the general meeting of the members who decides on the future of the project.
" Paragraph 3
"Common provisions for mutual insurance companies with board of directors and general and supervisory board and management board
" Art. R. 322-55. -I.-The term mutual agent means any natural person, other than the administrator referred to in Article R. 322-53 or the member of the supervisory board referred to in Article R. 322-54, who is a member of a mutual insurance company or A representative of a legal person who is a member of a mutual insurance company, who brings to the mutual insurance company, apart from any contract of employment, a personal and voluntary contest, within the framework of the mandate or mandates for which it was statutorily Designated or elected.
" II. -Mutual insurance companies shall propose to their directors or members of their supervisory board, in their first year of operation, a training programme for their duties and mutual
. Art. R. 322-55-1. -I.-The functions of administrator, supervisory board member and mutual agent are free.
" However, if the statutes so provide, the board of directors or the supervisory board may decide to allocate Allowances to its members, within limits set by the General Assembly, and to reimburse their travel, subsistence and child care
. The board of directors or the supervisory board may also decide to allocate, Under the same conditions, to mutual representatives of allowances under the constraints relating to the tasks entrusted to them in the exercise of their mandate and to reimburse their costs of travel, stay and custody Of children.
" This Article shall apply to public officials under the conditions laid down in the statutory or regulatory provisions governing
. The Chairman of the Board of Directors or the Supervisory Board shall inform Each year the general meeting of the amount of the remuneration and allowances actually allocated, the costs reimbursed and the benefits of any nature paid during the financial year to each social representative and to the mutual representatives by the Company, by the companies it controls within the meaning of Article L. 233-16 of the Commercial Code or by the company which controls, within the meaning of the same Article, the company in which the mandate is exercised. Such remuneration, allowances, costs and benefits shall be charged to the operating expenses of the company from which they arise. Remuneration, allowances and benefits shall have the character of remuneration within the meaning of Article L. 242-1 of the Social Security
. II. -The Board of Directors or the Supervisory Board shall determine the remuneration of the Director General or the members of the Executive Board and shall fix the terms of their contract of employment if they are salaried
. No related compensation from Direct or indirect way in the amount of the contributions of the company cannot be allocated, in any way, to an administrator or an employee.
" The preceding provisions shall not preclude the institution of a Collective interest of the employees of the undertaking in accordance with the conditions laid down in Order No. 86-1134 of 21 October 1986 as amended relating to the interest and participation of employees in the results of the enterprise and the shareholding.
" III. -Mutual insurance companies may not, under any circumstances, contract their management to any person or organization.
" Art. 322-55-2. -I.-The directors or members of the supervisory board shall be chosen from among the members on the day of their contributions, with the exception of those elected by the employees. If, in the course of a term of office, an administrator or member of the supervisory board ceases to be a member, he shall be deemed to have resigned ex officio if he has not regularised his situation within the period of three months. However, the statutes may derogate from the foregoing provisions where the quality of the member is statutorily dependent on the exercise of a specified professional
. In no case is the number of directors or members of the Non-member supervisory board may not exceed one third of all board members.
" The auditors shall, under their responsibility, ensure compliance with the above
. The duration of the functions A director or a member of the supervisory board shall be determined by the statutes, without exceeding six years. The functions of an administrator or a member of the supervisory board shall be terminated at the end of the meeting of the ordinary general meeting of the members having disposed of the accounts for the preceding year and held in the year in which Expires of the said administrator or member of the supervisory board.
" The directors and members of the supervisory board shall be eligible for re-election unless otherwise specified in the articles of association. They may be revoked at any time by the ordinary general meeting.
" II. -Subject to the provisions of Article L. 322-26-2, directors, members of the supervisory board and mutual agents shall be prohibited from being part of the staff remunerated by the mutual insurance company, the union of companies Mutual insurance, the mutual reinsurance company or the mutual insurance group or to receive, on the occasion of the performance of their duties, any remuneration or benefit other than those provided for in Articles R. 322-53 and R. 322-55-1.
" The provisions of the preceding paragraph shall not apply to the Chairman of the Management Board when he performs the duties of the Director General of the mutual insurance company in the case provided for in Article R. 322-53-2
The statutes of the company may also derogate from these provisions without, provided that the number of directors or members of the supervisory board connected with the company by a contract of employment cannot exceed 10 % of the members of the board in Function.
" Directors, members of the supervisory board and mutual representatives may not carry out functions giving rise to remuneration of the mutual insurance company, the union, the mutual reinsurance company or The mutual insurance group company until the expiration of one year from the end of their term of office.
" The nullity of the appointments made in disregard of the provisions of this Article shall not result in the nullity of the Proceedings to which the director, the member of the supervisory board or the irregularly appointed mutual agent appointed took part.
" III. -A corporate entity may be appointed as a director or a member of the supervisory board. On appointment, the Commission is required to appoint a permanent representative who is subject, in the performance of his duties, to the same conditions and obligations and who is liable to the same civil and criminal liability as if he were a director or Member of the supervisory board in his own name, without prejudice to the joint and several liability of the legal person he represents.
" Where the legal person revos its representative, it shall be required to provide the same Replace.
" IV. -In the event of a vacancy by death or by resignation of one or more seats of the board of directors or of the supervisory board, this council may, between two general meetings, make appointments on a provisional
. When the The number of members of the board has become less than the legal minimum, the remaining directors or the board of directors must immediately call the ordinary general meeting to supplement the board of directors or the board of directors. Monitoring.
" Where the number of members of the board of directors or supervisory board has become less than the statutory minimum but not less than the statutory minimum, the board of directors or the board of directors shall Monitoring shall make temporary appointments with a view to completing its work within the period of three months from the day on which the vacancy
. Appointments made by the Board under the provisions of the IV, are subject to ratification by the next ordinary general meeting. In the absence of ratification, the deliberations and acts previously performed by the Board remain valid.
" Where the Board fails to make the required appointments or if the meeting is not convened, May apply in court for the appointment of a representative to convene the General Assembly, for the purpose of making the appointments or to ratify the appointments provided for in the third
. V.-In the event of temporary incapacity or The death of the President, the board of directors or the supervisory board may delegate an administrator or a member of the supervisory board to the functions of President.
" In the event of temporary incapacity, this delegation shall be given For a limited duration. It is renewable. In the event of death, it shall be valid until the election of the new President
Art. R. 322-55-3. -I.-The statutes shall provide for an age limit for the performance of the duties of an administrator or a member of the supervisory board, either for all directors or members of the supervisory board, or Percentage determined of them.
" In the absence of any express provision in the statutes, the number of directors or members of the supervisory board exceeding the age of seventy years shall not exceed one third of the Administrators or members of the monitoring board in functions.
" Any appointment made in violation of the provisions of the preceding paragraph shall be null and
. Failing express provision in the articles providing for another Procedure, where the statutory or statutory limitation for the age of directors or members of the supervisory board is exceeded, the administrator or the member of the oldest supervisory board shall be deemed to have resigned Office.
" II. -The statutes must provide for the exercise of the functions of chairman of the board of directors and of the chairman or vice-chairman of the supervisory board an age limit which, in the absence of an express provision, is set at sixty-five Years.
" Any appointment made in violation of the provisions of the preceding paragraph shall be null and
. When a Board Chair or a Chairperson or Vice-Chair of the supervisory board reaches the age limit, He is deemed to have resigned office.
" III. -The statutes must provide for the exercise of the functions of managing director or member of the Executive Board for an age limit which, in the absence of an express provision, is set at sixty-five
. Any appointment made in violation of the The provisions of the preceding paragraph shall be null.
" Where a Director General or a member of the Executive Board reaches the age limit, he shall be deemed to have resigned ex officio, at the latest at the general meeting approving the accounts of Exercise.
" Art. R. 322-55-4. -I.-The statutes of the company shall determine the rules concerning the convocation and the proceedings of the board of directors or of the supervisory
. 1. Where it has not met for more than two months, at least one third of the Members of the Board of Directors may request the Chairperson to convene the Board on a specified agenda. The Director General may also request the Chairman to convene the Management Board on a specified agenda.
" The President is bound by the requests made to him under the two preceding paragraphs.
" 2 ° Chairman of the Supervisory Board shall convene the Board on a date which may not be after 15 days when at least one member of the Executive Board or at least one third of the members of the Supervisory Board shall submit a reasoned request to the Board In this sense.
" If the request has not been acted upon, the authors may proceed to the meeting themselves, indicating the order of the day of the meeting
II. -The board of directors or the supervisory board shall be validly concerned only if at least half of its members are present. Any contrary clause is deemed not to be written.
" Except as otherwise provided in the articles of association, the rules of procedure may provide that members who participate in the meeting shall be deemed to be present by means of videoconference. These means of videoconferencing must satisfy technical characteristics guaranteeing effective participation at the meeting of the board of directors or of the supervisory board, whose deliberations are retransmitted in a way that Continue.
" Unless the statutes provide for a stronger majority, decisions shall be taken by a majority of the members of the board of directors or of the supervisory
. Except as otherwise provided in the statutes, the Presiding officer is preponderant if sharing.
" The directors or members of the supervisory board, as well as any person to attend the meetings of the board of directors or the supervisory board, shall be required to At the discretion with respect to information of a confidential nature and data as such by the Chairman of the Board of Directors or by the Chairman of the Supervisory
. III. -A attendance register shall be maintained which shall be signed by the directors or members of the supervisory board participating in the meeting of the board of directors or of the supervisory board and which shall mention the names of those present. Proxy voting is prohibited.
" The proceedings of the board of directors or of the supervisory board shall be recorded by minutes drawn up on a special register held at the head office and signed and initialled by a judge of the Court of instance or of the high court, either by the mayor of the municipality of the head office or an assistant to the mayor, in the ordinary form and without
. However, minutes may be drawn up on loose-leaf sheets Numbered without discontinuity, initialled under the conditions laid down in the preceding paragraph and bearing the seal of the authority which initialled them. Once a sheet has been completed, even partially, it must be attached to those previously used. Any addition, deletion, substitution, or interversion of sheets is prohibited.
" IV. -The minutes of the sitting shall indicate the names of the directors or members of the supervisory board present or deemed to be present within the meaning of II, excused or absent. It shall state the presence or absence of the persons convened at the meeting of the board of directors or the supervisory board by virtue of a legal provision and the presence of any other person who has attended all or part of the Meeting. It also reports the possible occurrence of a technical problem with a video conference, when this event disrupted the session.
" The minutes shall be signed by the President of the sitting and at least An administrator or a member of the supervisory board. In the event of the incapacity of the presiding officer, it shall be signed by two directors or members of the supervisory board at least
V.-Copies or extracts of minutes of proceedings shall be validly certified by the President of the Board of Directors or supervisory board, the Director General or a member of the Executive Board.
" During the liquidation of the company, such copies or extracts shall be validly certified by a single liquidator.
" VI. -There is sufficient justification for the number of directors or members of the supervisory board in office and for their attendance at a meeting by producing a copy or extract of the
. Art. R. 322-55-5. -I.-1 ° An administrator or a member of the supervisory board of mutual insurance company, mutual insurance company, mutual insurance company or mutual insurance group company may not belong Simultaneously to more than five boards of directors or five supervisory boards of mutual insurance companies, mutual insurance companies, mutual insurance companies, mutual insurance group companies or Of public limited companies based on French territory.
" 2 ° In the count of the mandates referred to in the I shall be taken into account only for one term only those held in companies belonging to a group subject to the obligation To establish consolidated or combined accounts under the conditions laid down in Article L. 345-2.
" 3 ° Every person who is in breach of the provisions of this Article shall, within three months of his appointment, withdraw from One of its mandates. At the expiration of that period and in the absence of any express resignation, it shall be deemed to have withdrawn from its most recent term of office and shall return the allowances received without, therefore, questioning the validity of the proceedings to which it has Part.
" II. -A natural person may not simultaneously exercise more than one term of general director or a member of the management board of a mutual insurance company, a union of mutual insurance companies, a mutual insurance company, a mutual insurance company, a mutual insurance company, a mutual insurance company, a mutual insurance company, a mutual insurance company, a mutual insurance company. Mutual insurance group company or an anonymous company based on French territory.
" Notwithstanding the provisions of the preceding paragraph:
" 1 ° A second term of office may be exercised in a corporation or union Part of the same set subject to the obligation to draw up consolidated or combined accounts pursuant to Article L. 345-2;
" 2 ° A natural person exercising a term of office of general director or of a member of the Executive Board in a company Mutual insurance, a union of mutual insurance companies, a mutual reinsurance company or a mutual insurance group company may also carry out a term of office of Director General, Member of the Executive Board or Director General Single in another company or union when the securities of the latter are not admitted to negotiations on a regulated market;
" 3 ° A natural person exercising a term of office of director general or of a member of the Executive Board in a Mutual insurance company, a union of mutual insurance companies, a mutual reinsurance company or a mutual insurance group company may also exercise a term of office of chief executive officer or member of the Executive Board in another Mutual insurance company, mutual insurance company, mutual reinsurance company or mutual insurance group as such companies or unions decide, through a vote of their respective boards of directors, To establish between them the agreement referred to in R. 345-1-2. This derogation is valid for only two years from the date of the most recent of these deliberations. It is not renewable for these companies or unions.
" III. -Without prejudice to the provisions of Articles L. 322-4-2 and I and IV of this Article, a natural person exercising a mandate within a mutual insurance company, a union of mutual insurance companies, a reinsurance company Mutual insurance group may not exercise more than five terms of managing director, member of the Executive Board, sole director general, director or member of the supervisory board of insurance companies Mutual insurance companies, mutual insurance companies, mutual insurance group companies or public limited-liability companies based on French territory. For the purposes of these provisions, the exercise of the general direction by an administrator shall be counted for one term.
" IV. -Any natural person who is in breach of the provisions of this Article must withdraw from one of his terms of office within three months of his appointment. At the expiration of that period and in the absence of any express resignation, it shall be deemed to have discharged its most recent term of office and shall return the remuneration and allowances it has received under that mandate, without, therefore, calling into question The validity of the deliberations to which it took part.
" Art. R. 322-56. -I.-1 ° Directors and the Director General shall be responsible civilly and criminally responsible for acts of their management, in accordance with the laws in force. The members of the Executive Board are subject to the same responsibility as the administrators.
" 2 ° In addition to the action for compensation for the damage suffered personally, the members may sue for social action against the Directors and the Director General or against the members of the Executive Board. The applicants are entitled to continue the repair of the whole damage suffered by the mutual insurance company, to which, where applicable, damages are allocated.
" This social action may be taken individually. Members may also, in a common interest, decide to charge at their own expense one or more of them to represent them in order to support, both in demand and in defence, social action. In this case, the number of members who support the action must be at least equal to the twentieth of the total number of members, but may not be less than five or necessarily have to be more than one hundred.
" 3 ° Action in Liability against directors, the Director General or the members of the Executive Board, both social and individual, shall be prescribed for three years from the harmful event or, if it has been concealed, from its revelation. However, when the act is described as a crime, the action is prescribed by ten years.
" II. -The members of the supervisory board are responsible for misconduct in the execution of their mandate. They are not liable for the actions of management and their results. They may be declared civilly liable for the offences committed by the members of the Executive Board if, having known them, they have not disclosed them to the general meeting. The provisions of Articles L. 225-253 and L. 225-254 of the Commercial Code shall apply to
. Art. R. 322-57. -I.-Any agreement intervening directly or by person interposed between the mutual insurance company and one of its directors, member of the supervisory board, member of the Executive Board or employees, must be submitted to Prior approval by the board of directors or the supervisory board.
" The same shall apply to conventions to which one of the persons referred to in the preceding paragraph is indirectly interested
Also subject to Prior authorisation of the agreements between the mutual insurance company and a business, if one of the directors, member of the supervisory board, member of the management board or employees of the mutual insurance company is Owner, partner indefinitely responsible, manager, director, supervisory board member or, in general, executive officer of this business.
" Where the board of directors or supervisory board of the corporation Mutual insurance shall be composed, for more than one third of its members, of directors, members of the supervisory board, members of the Executive Board, directors or partners of a single legal entity governed by private law not covered by the Provisions of this Code, the agreements between that legal entity and an administrator, a member of the supervisory board, a member of the Executive Board or an employee of the mutual insurance company shall be subject to the Provisions of the first paragraph.
" II. -The provisions of the I shall not apply to conventions relating to routine and concluded operations under normal
. However, such agreements shall be communicated by the person concerned to the Chairman of the Administrative Board or to the Chairman of the Supervisory Board. The list and subject matter of the said conventions shall be communicated by the President to the members of the Board of Directors, the members of the supervisory board and the
. III. -The administrator, the member of the supervisory board, the member of the Executive Board or the employee concerned shall be required to inform the Council, as soon as he becomes aware of a convention to which the I of this Article applies. It shall not, in the case of an administrator or a member of the supervisory board, take part in the vote on the requested
. IV. -The general meeting is, each year, to rule on: "
" 1 ° A special report of the auditors on all the conventions authorized under the I of this Article;
" 2 ° A special report of the Commissioners to the Accounts concerning insurance contracts of any kind entered into with the company by its directors, its members of the supervisory board, its members of the Executive Board, its employees and their spouses, ascendants and descendants. The Chairman of the Board of Directors or the Supervisory Board shall communicate these contracts to the auditors by indicating those contracts which have been subscribed to preferential conditions in relation to those of the other Members. For the preparation of their report, which shall in particular specify these preferential conditions, the auditors shall analyse the characteristics of the contracts entered into, in particular, for life insurance, the sums paid by the company in The year by beneficiary and the terms and conditions of remuneration obtained by him.
" V.-Conventions authorized by the Board of Directors or the Supervisory Board, whether or not approved by the General Assembly, Produce their effects on third parties, except when they are cancelled in the case of fraud.
" Even in the absence of fraud, the consequences, which are detrimental to society, of the unapproved conventions can be borne by The person concerned and, possibly, other members of the board of directors, the supervisory board or the Executive
. VI. -Without prejudice to the responsibility of the director, the member of the supervisory board, the member of the Executive Board or the employee concerned, the conventions referred to in I of this Article and concluded without prior authorisation from the The board of directors or supervisory board may be cancelled if they have had damaging consequences for the company.
" The action for a declaration of invalidity shall be barred by three years from the date of the Convention. However, if the agreement has been concealed, the starting point for the limitation period is deferred to the day it was disclosed.
" The nullity may be covered by a vote of the General Assembly acting on a special report of the Board members setting out the circumstances in which the authorization procedure was not followed. The person (s) is not voting.
" VII. -Invalidity of the contract and, with regard to the directors or members of the supervisory board elected by the employees, subject to the provisions of Article L. 313-1 of the code of construction and housing, it is prohibited To the directors, members of the supervisory board, members of the Executive Board and salaried officers, to contract, in any form, borrowings from the company or to be granted an overdraft by the company, or Otherwise, as well as endorse or endorse their commitments to third parties.
" The same prohibition shall apply to the spouses, ascendants and descendants of the persons mentioned in this Article and to any person Interposed. "
3. It is added to sub-section II, paragraph 4, entitled: The General Meeting of Mutual Insurance Companies " And includes R. 322-58 to R. 322-70.
4. The third, fourth, fifth and sixth subparagraphs of Article R. 322-65 are replaced by the following provisions:
" The General Assembly shall validly consider only if the number of its members present, represented or having made use of The right to vote by correspondence where it is provided for in the statutes, shall be at least equal to one third of the total number of
. If, at the first convocation, the General Assembly did not meet the quorum set out in the preceding paragraph, a The second general meeting may be convened validly if the number of its members present, represented or having made use of the right to vote by correspondence where the latter is provided for in the statutes, represents at least the Quarter of the total membership. In the absence of this latter quorum, the second meeting may be extended to a later date not more than two months than the date on which it was convened. It shall then act by a two-thirds majority of the members present, represented or having made use of their voting by correspondence. "
5. Paragraphs 3, 3a, 4, 5, 6 and 7 respectively become sub-sections III, IV, V, VI, VII and VIII.
The last paragraph of Article R. 322-132 of the Insurance Code is replaced by the following provisions:
" These bodies are not subject to the obligation to appoint an auditor Referred to in R. 322-67, or the obligation to designate a Director General referred to in R. 322-53-2. The provisions of the second paragraph of Article R. 322-53 and III to VI of Article R. 322-55-4 shall not apply to them. "
The insurance code is thus modified:
1. In Article R. 322-47, after the words: " Indicate the manner in which management is compensated." Are inserted the words: " Or the Executive Board " And after the words: " Administrators " Are inserted the words: " Or members of the Monitoring " ;
2. In R. 322-52 and R. 322-64, after the words: " The first board of directors " Are inserted the words: " Or the first supervisory board " ;
3. In the third paragraph of Article R. 322-59 and in the second paragraph of Article R. 322-62, after the words: The Board of Directors " And " The board of directors " Are inserted the words: " , the Executive Board or the Board of Monitoring " And " , the Executive Board or the Supervisory Board " ;
4. In R. 322-62, the words: " The balance sheet, general operating account and general profit and loss account " Are replaced by the words: " Annual accounts " ;
5. In the first paragraph of R. 322-62, sections R. 322-69, R. 322-71, R. 322-72, R. 322-76, R. 322-79, R. 322-87 and R. 322-91, after the words: " The board of directors "," The Board of Directors "," Administrators " Are Respectively inserted the words: " Or the Executive Board "," Or the board "," Or members of the Executive Board " ;
6. In R. 322-67, after the words: " Administrators " Are inserted the words: " , members of the supervisory board or members of the Executive Board " ;
7. In R. 322-110 and R. 322-161, after the words: " The Board of Directors " Are inserted the words: " Or supervisory board ". The words: " Administrators " And " Or Administrators " Are replaced by the words: " Or members of the supervisory board " And " , directors or members of the supervisory board " ;
8. Article R. 322-162 is replaced by the following:
" Art. R. 322-162. -Mutual insurance group companies may be administered by a board of directors and a director general or managed by a supervisory board and a management board, under the conditions set out in sub-section II of section IV of the Book. "
9. Items R. 322-53, R. 322-54, R. 322-54-1, R. 322-54-2, R. 322-54-3, R. 322-55, R. 322-55-1, R. 322-55-2, R. 322-56 and R. 322-57 are repealed.
I. -The report on the internal control of the company referred to in III of Article R. 322-53 is due at the general meeting which will be called upon to rule on the accounts for the financial year
. -The articles of mutual insurance companies shall be in accordance with the provisions of this Decree no later than 1 January 2006.
Article 21 of Decree No 2003-1236 of 22 December 2003 is replaced by the following:
" Art. 21. - The undertakings mentioned in Article L. 310-2 of the Insurance Code shall comply with Articles 9, 10, 14 and 15 of this Decree no later than 1 January 2007. "
The Minister of Economy, Finance and Industry is responsible for the execution of this Decree, which will be published in the Official Journal of the French Republic.
Done at Paris, January 3, 2005.
Jean-Pierre Raffarin
By the Prime Minister:
The Minister of Economy,
Finance and Industry,
Hervé Gaymard
