An SA with a board of directors may be managed by either one of the two methods:
- By a chairman of the board of directors, appointed by the board from among its members and assisted by a general manager, who may in turn be assisted by one or more deputy general managers;
- Or by a single person combining the functions of chairman and general manager, appointed by the board of directors from among its members, who may also be assisted by one or more deputy general managers.
Appointment, term of office and revocation
The chairman is appointed by the board of directors from among its members. His term of office may not exceed the term of his directorship, but is renewable if the directorship is renewed. The chairman’s tenure may be revoked at any time by the board of directors.
Powers
The chairman presides over board meetings and the general meetings of shareholders.
When he is also the general manager, he is responsible for the general management of the company. He has the widest possible powers to act within the company’s objects, except for powers expressly reserved for the general meetings of shareholders or those attributed to the board of directors by law or the articles of association, or within any limits defined by the resolution of the board of directors or shareholders at a general meeting.
Restriction on the number of offices held
No one may simultaneously hold offices as chairman in more than three SAs having their registered offices on the territory of the same member state. Likewise it is prohibited to hold the position of chairman concurrently with offices as managing director or general manager in more than two SAs having their registered offices on the territory of the same member state.
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