ADDITIONAL INFORMATION 21 who is subject to the same conditions and obligations, and who The Board of Directors sets up in its internal regulation its incurs the same civil and criminal responsibilities as he were a operating procedures in accordance with the law and the bylaws. director in his own name, without prejudice to the joint liability Powers of the Board of Directors with the legal entity he represents. The Board of Directors determines the direction of the Company’s The office of permanent representative is given for the duration business and ensures its implementation. Subject to the powers of the term of office of the legal entity he represents. If the legal expressly granted to the shareholders’ meeting, and within the entity revokes the appointment of its permanent representative, limits of the Company’s purpose, the Board of Directors decides it must immediately notify the Company, by registered mail, of any question concerning the proper functioning of the Company this dismissal and the name of its new permanent representative. and, through its decisions, settles matters concerning it. This is also required in the event of the death or resignation of the permanent representative. It may decide to create committees responsible for studying issues that it itself or its Chairman may submit to them for analysis. The shareholders’ meeting can al locate to the directors, as The composition and powers of each of these committees, which directors’ attendance fees (jetons de présence), a fixed annual operate under its responsibility, are set by the Board of Directors amount. The distribution between the Directors is determined by internal regulations. by the Board of Directors. In addition, the Board of Directors may Directors’ voting powers on proposal, arrangement or contract in grant exceptional compensation (rémunérations exceptionnelles) which any director is materially interested to individual directors on a case-by-case basis for special and temporary assignments. The Board of Directors may Pursuant to Article L.225-38 of the French Commercial Code, also authorize the reimbursement of reasonable travel and any agreement entered into (directly or through an intermediary) accommodation expenses, as well as other expenses incurred by between us and any director that is not entered into (1) in the directors in the corporate interest. ordinary course of our business and (2) upon standard market terms is subject to the prior authorization of the Board of There are no directors’ share ownership requirements. Directors (it being specified that the interested director cannot Deliberations of the Board of Directors vote on such decision). The same provision applies to agreements between us and another company, provided that the company is The Board of Directors meets as often as necessary in the not one of our wholly owned subsidiaries, if one of our directors Company’s interest. The Chairman convenes these meetings. If is the owner or a general partner, manager, director, general the Board of Directors has not met in more than two months, at manager or member of the executive or supervisory board of least one-third of its members may request that the Chairman the other company, as well as to agreements in which one of our convene it to discuss a particular agenda. The Chief Executive directors has an indirect interest. Officer may also request that the Chairman convenes the Board of Directors to discuss a particular agenda. Decisions are taken by 21.2.2.2 Chairman (Article 17 of the bylaws) a majority of members present or represented. In the event of a The Board of Directors elects a Chairman from among the tie, the vote of the meeting’s Chairman does prevail. members who are natural persons. No person who is more than The Board of Directors can only deliberate if at least half of the 75 years old may be a Chairman. directors attend the meeting in the manners provided for in our The Chairman represents the Board of Directors. He organizes bylaws. In compliance with legal and regulatory provisions, the and manages its work, and reports on such work to the general internal regulations may provide that are considered present shareholders’ meeting. He oversees the proper functioning of the for the quorum and the majority, the directors participating to Company’s governing bodies and ensures, in particular, that the the board meeting by videoconference or telecommunication directors are able to carry out their duties. means in compliance with technical specifications laid down by the legislative and regulatory provisions in force. 21.2.2.3 Chief Executive Officer (Article 19 of the bylaws) Any director may authorize another director to represent him at At the option of the Board of Directors, the Company may a meeting of the Board of Directors, each director may hold only be managed either by the Chairman or by another individual one proxy per meeting. appointed by the Board of Directors (among its members or The deliberations of the board are recorded in minutes signed outside) and given the title of Chief Executive Officer. No person by the Chairman of the meeting and by at least one director who who is more than 75 years old may be a Chief Executive Officer. participated in the meeting. In case the Chairman of the meeting is The Chief Executive Officer is granted the broadest powers to prevented from signing, at least two directors can sign it. act in al l circumstances in the Company’s name. He exercises GENSIGHT BIOLOGICS – 2017 Registration Document– 227