2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 212 OTHER LEGAL AND FINANCIAL INFORMATION 6 Information regarding the Company Copies or extracts of meeting minutes are validly certified by the Chairman of the Board of Directors, the Chief Executive Officer, a Director temporarily serving as Chairman, or an agent appointed for such purpose. If the Company is in liquidation, copies or extracts may be validly signed by a single liquidator. Production of a copy or extract of meeting minutes is sufficient to prove the number of Directors and their presence or representation at the meeting. 1.5 POWERS OF THE BOARD OF DIRECTORS (ARTICLE 15 OF THE BYLAWS) I - General The Board of Directors determines the Company’s goals and supervises their implementation. Subject to the powers expressly granted to the Shareholders’ Meeting and within the limit of the corporate purpose, the Board of Directors is responsible for all questions concerning the Company’s functioning and, by voting, decides matters concerning it. With regard to third parties, the Company is bound even by acts of the Board of Directors that are not within the corporate purpose, unless it proves that the third party knew that the act was not within such purpose or that it could not have been unaware of that fact in light of the circumstances; however, mere publication of the bylaws shall not suffice to constitute such proof. The Board of Directors shall conduct such audits and verifications as it deems useful. Each Director must receive the necessary information to carry out his or her mission and may obtain all documents he or she deems useful from senior management. II – Organization of the work of the Board of Directors The Chairman organizes and directs the work of the Board of Directors, provides the Shareholders’ Meeting with a report on such work, and carries out its decisions. He or she supervises the proper functioning of the Company’s administrative bodies and ensures, in particular, that the Directors are in a position to perform their mission. 1.6 MANAGEMENT (ARTICLE 16 OF THE BYLAWS) I – General organization In accordance with the law, the Company is managed under its own responsibility either by the Chairman of the Board of Directors or by another individual appointed by the Board and bearing the title of Chief Executive Officer. The choice between these two management methods shall be made by the Board of Directors, which must so inform the shareholders and third parties as provided for by regulations. Decisions by the Board of Directors with respect to choosing a management method shall be made by vote of the majority of the Directors present or represented. A change in the management method does not require modification of the bylaws. II – Chief Executive Officer 1. Appointment – Removal Depending on the choice made by the Board of Directors in accordance with § I above, the Company shall be managed either by the Chairman or by an individual appointed by the Board of Directors and bearing the title of Chief Executive Officer. Where the Board of Directors chooses to separate the positions of Chairman and Chief Executive Officer, it shall appoint a Chief Executive Officer, set the length of his or her term, determine his or her compensation, and, if applicable, his or her limits and powers. The Chief Executive Officer must be less than 70 (seventy) years old. If the Chief Executive Officer reaches that age in office, he or she shall be deemed to have resigned automatically and a new Chief Executive Officer shall be appointed. The Chief Executive Officer may be removed at any time by the Board of Directors. Where the Chief Executive Officer is not the Chairman of the Board of Directors, his or her removal may give rise to damages if the removal is not for good cause. 2. Powers The Chief Executive Officer shall have the broadest powers to act in all circumstances in the name of the Company. He or she shall exercise such powers within the limit of the corporate purpose and subject to those powers that the law expressly grants to the Shareholders’ Meeting or to the Board of Directors. The Chief Executive Officer represents the Company in its relations with third parties. The Company shall be bound even by acts of the Chief Executive Officer that are not within the scope of the corporate purpose, unless it proves that the third party knew that the act was not within such corporate purpose or could not have been aware of that fact in light of the circumstances. Mere publication of the bylaws shall not suffice to constitute such proof. III – ExecutiveVice Presidents Upon the proposal of the Chief Executive Officer, whether such position is held by the Chairman of the Board of Directors or by another person, the Board of Directors may appoint one or more individuals to assist the Chief Executive Officer, which individuals shall bear the title of Executive Vice President. The maximum number of such Executive Vice Presidents shall be five (5). The Board of Directors, by mutual agreement with the Chief Executive Officer, shall determine the extent and term of the powers granted to the Executive Vice Presidents. Vis-à-vis third parties, the Executive Vice Presidents shall have the same powers as the Chief Executive Officer.
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