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Decision on the establishment of the Société d'énérgie nucléaire franco-belge des Ardennes Joint Undertaking

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Article 22 Powers of the Board of Directors

The Board of Directors shall have full power to act on behalf of the company and to perform or authorise any or all acts and transactions relating to the objects of the company, save as reserved to the ordinary general meeting or to any extraordinary general meeting.

It shall in particular have the following powers, which are given by way of illustration only and are not exhaustive, and which in order to be validly exercised must comply with the provisions of Article 20 as regards majority voting:

  • to enter into contracts with Electricité de France, service national, for the operation of installation for producing electricity from nuclear energy;

  • to represent the company in dealings with third parties and with any or all public and private authorities and agencies, in particular tax, customs, postal and telegraph authorities, and railway, navigation and transport companies;

  • to appoint and dismiss employees of the company, and to fix their salaries, wages and bonuses, and all other conditions governing their appointment and dismissal, in accordance with the Statut national de personnel des industries électriques et gazières;

  • to set up, transfer or close down administrative or operational centres, or agencies, depots, offices or branches wherever it may think fit, whether in France or abroad;

  • to confer on one more persons, subject to the provisions of law, such powers as it may think fit, including the right to delegate in part their authority, concerning the technical and commercial management of the company, and to enter into contracts or arrangements with such persons concerning their terms of office and the scope of their functions. It may also, subject as aforesaid, confer powers for one or more purposes specifically on such persons as it may think fit, and set up such technical or advisory boards or committees as it may consider appropriate;

  • to determine the emoluments of whatever nature of the various persons and committees appointed by the Board to carry out certain duties or tasks, which emoluments shall be paid for from the general expenses account;

  • to fix the general administrative expenses and procure supplies of any kind;

  • to receive moneys due to the company, to pay moneys due from the company, and to settle accounts;

  • to take decisions concerning the investment of available moneys and the use of reserve funds;

  • to contract or cancel any policies or contracts of insurance concerning risks of any kind;

  • to draw, endorse, accept, negotiate and pay bills of exchange;

  • to enter into and authorise agreements, transactions and ventures, at a fixed price or otherwise, on a cash or forward basis, which come within the objects of the company;

  • to effect or authorise acquisitions, withdrawals, transfers, disposals and deposits of fixed-interest or other securities or claims and rights in respect of moveable property;

  • to grant or take, transfer or cancel leases and tenancies, with or without any promise to sell;

  • to take decisions concerning and to carry out acquisitions or exchanges of immoveable property and rights in such property, and to sell any such immoveable property or such rights as may no longer be required;

  • to carry out operations of construction, equipment and installation, and any other works;

  • to open with banks or credit institutions, in particular the Banque de France, or postal cheque offices, any current accounts, secured loan accounts or deposit accounts and to draw cheques and bills for the purpose of operating such accounts;

  • to authorise loans and advances, and to give sureties and guarantees of bills of exchange;

  • to contract loans by arranging credit facilities or otherwise, save that loans in the form of bonds or debentures shall require authorisation by the general meeting of shareholders;

  • to give security comprising moveable or immoveable property, and in particular mortgages and pledges of the property of the company;

  • to form or participate in the formation of any companies or firms, to contribute assets to any company or firm which has been or is about to be established in so far as this does not involve any amendment of the objects of the company, to subscribe, purchase and transfer shares, debentures, founder shares and any rights whatsoever, and to cause the company to participate in any other enterprises or syndicates;

  • to undertake actions at law, whether as plaintiff or defendant;

  • to represent the company in proceedings in respect of insolvency, management of the affairs by the court, or winding up;

  • to effect or authorise arrangements, transactions, compounding with creditors, submission to judgment or withdrawal from suit, delegation, concession of priority and subrogation, with or without surety, and cancellations of mortgage registrations, attachments, objections and other impediments before or after payment;

  • to draw up the financial statements, schedules of assets and liabilities and accounts and take decisions concerning the proposals for submission to the general meeting of shareholders to be put to, and the agenda for, that meeting.

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