ARTICLE 19 : COLLECTIVE DECISIONS – GENERAL MEETINGS
A. Subject:
Collective decisions are qualified as ordinary or extraordinary. Extraordinary decisions are those concerning:
- the extension of the mandate entrusted to the company by the partners, as stated in Article 5;
- on the modification of the statutory capital;
- and more generally on all modifications of these statutes.
All other decisions taken in the Assembly are qualified as ordinary collective decisions, in particular:
- the election of the members of the Executive Committee and of the Supervisory Board
- the approval of their remuneration and any other benefits
- the approval of the financial statements for the previous year
- approval of the accounts for the distribution of funds received by the company
- approval of the annual transparency report as provided for in article L 326-1 of the CPI
- approval of the distribution sums s intended for actions of Aid to Creation, the diffusion of live performance, the development of artistic and cultural education and actions of training of artists (with a majority of two thirds), < li>the appointment and dismissal of the Statutory Auditors
- the general policy for the distribution of sums due to rights holders
- the general policy for the use of sums which cannot be distributed < /li>
- the general policy for the investment of income from the exploitation of rights and income resulting from this investment
- the general policy for deductions made from such income and income
- the use, during the previous financial year, of sums that could not be distributed
- the risk management policy
- the approval of any acquisition, sale of buildings or the mortgage thereof
- the approval of merger or alliance operations, the creation of subsidiaries, and the acquisition of other entities or interests or rights in other entities
- the approval of borrowing operations granting loans or providing loan guarantees
B. Methods of consultation within the framework of an Assembly:
1. Convocation
The partners are brought together, each year, in an Ordinary General Assembly by the Executive Committee on the last Monday of the month of June following the expiration of the financial year, at the time and place designated in the notice of meeting.
General Meetings may be convened extraordinarily by the Executive Committee, on the initiative of the Chairman-Manager, or at the request of a quarter of the partners.
Notices of the Ordinary or Extraordinary General Meeting are made by registered letter addressed to the shareholders, or by simple or electronic mail accompanied by a notice inserted in two newspapers of legal notices at least two months before the date of the Meeting and mentioning, in addition to the information provided for in the first paragraph of article 40 of decree no. 78-704 of July 3, 1978, the time and date of the meeting of the Shareholders' Meeting. Any member may request to be individually convened to meetings or to some of them by registered letter with acknowledgment of receipt, in which case, if the notice is given by another means, the costs of this sending by registered mail shall be the responsibility of the person concerned.
Any partner may, at any time, by registered letter, ask the Manager to provoke a deliberation of the partners on a specific question. The Manager then proceeds to convene the Meeting in the usual manner, but the Manager may validly content himself with placing the question submitted on the agenda for the next Meeting. However, he is required to convene the Meeting if the question raised relates to the delay of the Manager in fulfilling one of his obligations.
2. Agenda
The agenda for the Meeting is set by the author of the notice. The convening letter specifies this.
The content of the agenda and the scope of the questions listed therein must appear clearly without there being any need to refer to other documents.
3. Resolutions and information documents
The agenda must be accompanied by the text of the resolutions. In addition, the documents mentioned in Articles R. 321-6 and R. 321-6-1 of the CPI are communicated to the partners upon written request under the conditions provided for in Articles 40 and 42 of Decree No. 78 704 of July 3, 1978.
4. Meeting of the Meeting
The Meeting is held at the registered office or at any other place indicated in the convocation letter.
It is chaired by the Manager. In the absence of the latter, it is chaired either by the Vice-President, if there is one, or by another member of the Executive Committee chosen by the present