Annual report 2001 - GL events

90 91
will have to resign at the end of the next meeting of the
Board of Directors.
Article 12 – Property and form of the shares
The shares are nontransferable or transferable to the
person chosen by their holder. They entitle their holders
to be registered on an account in compliance with the
conditions and in accordance with the articles included
in the legal and regulatory provisions in effect. Pursuant
to the provisions of the article L 228-1 of the Business
Code, any go-between can be registered on behalf of the
shares holders who do not reside on French soil. These
accounts which include the registration of the
nominative shares are kept with the company or the
legal representative nominated therefor. The registration
accounts of bearer securities are held by intermediaries
empowered to do so.
Paragraph 2 : unchanged
Addition of two new paragraphs
The company can also at any time in order to identify the
holders of bearer securities and at its own expense,
require from this organization in charge of
compensating the transferable securities, the name or
designation, nationality, birth year or year of creation
and address of creation and address of the shareholders
granting immediately or in time the voting right in his
own shareholders’ General Meeting, as well as the
quantity of shares held by each of them, and if the case
may be the restrictions which might be attached to the
shares.
Likewise, the company can ask the registered
intermediary in accordance with the conditions included
in article L 22-1 of the Business Code to disclose the
identity of the owner of the nominative shares giving
immediately or at a later date access to the share capital.
The rest of the article : unchanged
Article 16 – Board of Directors
The company is managed by a committee comprising
three members at least and eighteen at most, with the
possibility to be increased to twenty-four during three
years in case of a merger.
Second paragraph : unchanged.
During the time of his or her term of office, each
Director must hold at least one share, except if the
director is one of the company’s employee.
A physical person nominated as director and/ or
exercising the duties of President with however no
duties as managing director, cannot have at the same
time more than five terms of office of directors or
member of the Supervisory Board of a public limited
company with head quarters in France, whether these
terms of office are carried out personnally or as a
permanent representative or not, unless these terms of
office are accomplished in one or several companies
controlled in compliance with the article L 233-16 of the
Business Code.
Article 17 – Presidency and resolution of the Board
of Directors
First paragraph : unchanged
The presence of half of the members in place, with a
minimum of two members, is necessary in order for the
provisions to be valid. An attendance register is signed by
the Directors at each meeting. Are deemed present for
the calculation of the quorum and the majority, the
directors who attend the board meeting by way of
videoconference in accordance with the texts in effect.
The actual presence or by representation is mandatory
when the provisions deal with the following issues :
• the nomination and the dismissal of the Chairman of
the Board of Directors,
• the nomination and the dismissal of the managing
director
• the closing off of the consolidated annual statements,
the elaboration of the management report and if the
case may be that of the group.
The rest of the article : unchanged
Article 18 – Powers of the Board of Directors
1 – The Board of Directors determines the orientation of
the activity of the company and watches its
implementation. Subject to powers specifically granted
to the shareholders’ meetings and within the limit of the
company’s purpose, it deals with any issue relating with
the proper operation of the company and regulates
through its provisions the businesses which concern the
company.
2 – The Board of Directors handles the controls and
verifications which it judges relevant. Each member
receives all necessary information in order to fulfil his or
her mission ; moreover he or she can have these
documents communicated to him or her, if he or she
deems them useful.
The Board of Directors can for the purpose of its term of
office define and limit the powers allocated to the
President when the said president assumes the role of
managing director of the company, as well as the powers
of one or several Managing Directors Delegates, making
it clear that all limitation of powers is unenforcable to a
third party.
Legal transactions concerning the company are signed
either by the President or by a managing director, or
again by anyone specially empowered.
The President, the managing director or each of the
managing directors are authorized to agree upon
subdelegations or substitutions of powers for one or
several operations or categories of determined
operations. Any other delegates and legal representatives
can have the authority to do the same.
The deposits, endorsements and guarantees granted by
the Company must be systematically subjected to the
Board of Directors‘ authorization.
The Board authorizes within legal conditions, the
conventions between the company, its President, the
directors, its Managing Directors and its Managing
Directors Delegates, those of its shareholders holding a
fraction of voting rights superior to 5 %, or concerning
a shareholding company, the company having control
over it within the meaning of the article L 233-3 of the
New Business Code. The conventions which intervene
directly or through the intermediary of persons are
subjected to the authorization granted beforehand. A
notice concerning this authorization is revealed within
the month following the decision of the Board of
Directors to the auditor or auditors of the company.
The directors, physical persons are not allowed to
contract under whatever form commitments with the
company, to have the said company grant it an overdraft