French Insurance Code
In forceI.-Where the mutual insurance company is managed by a management board, the latter shall consist of not more than two and not more than five members. The number of members of the Management Board is determined by the articles of association or, failing that, by the Supervisory Board. The members of the Management Board are appointed by the Supervisory Board, which appoints one of them as Chairman.
II - The Articles of Association determine the term of office of the members of the Management Board, which must be between two and six years. In the absence of a provision in the Articles of Association, the term of office is four years. In the event of a vacancy, the replacement is appointed for the time remaining until the Board is renewed.
III - Prior to his or her appointment, the prospective member of the Board is required to declare all the professional activities and elected offices that he or she intends to retain. The Supervisory Board shall decide whether it is compatible with the duties of a member of the Board to continue to exercise these activities or duties. Subsequently, it also decides on any other activities or functions that the member of the Management Board intends to pursue.
IV - Members of the Management Board may be dismissed by the General Meeting or, if the Articles of Association so provide, by the Supervisory Board. If dismissal is decided without just cause, it may give rise to damages.
If the person concerned has entered into an employment contract with the Company, removal from office as a member of the Executive Board shall not have the effect of terminating that contract.
V.-If a seat on the Executive Board becomes vacant, the Supervisory Board must fill the vacancy within two months.
Failing this, any interested party may apply to the President of the Commercial Court, acting in summary proceedings, for a provisional appointment. The person thus appointed may be replaced at any time by the Supervisory Board.
