Composition of the Supervisory Board. (a) The Supervisory Board shall be comprised of nine (9) members which may be legal Entities or private individuals, appointed for an undetermined term and composed of three (3) Class 1A members (the "Class 1A Members"), three (3) Class 1B members (the "Class 1B Members"), two (2) Class 1C members (the "Class 1C Members") and one (1) Class 1D member (the "Class 1D Member"), designated as follows in accordance with Section 4.2: (i) the three (3) Class 1A Members shall be designated by the ▇▇▇▇▇▇ Parties in their capacity as holders of the Class 1A Shares; (ii) the three (3) Class 1B Members shall be designated by the Financial Investors in their capacity as holders of the Class 1B Shares; (iii) the two (2) Class 1C Members shall be designated by the ▇▇▇▇▇ Parties in their capacity as holder of the Class 1C Shares; and (iv) the Class 1D Member shall be designated by the Gras Parties in their capacity as holders of the Class 1D Shares. (b) The President may be appointed as a Supervisory Board Member. (c) The Supervisory Board Members shall designate among themselves by a simple majority their chairman who shall be a private individual and shall remain in office during his term as Supervisory Board Member. In the event that the President is appointed as a Supervisory Board Member, he shall automatically be designated as chairman of the Supervisory Board. (d) The Supervisory Board Members may not receive any compensation in consideration for their duties within the Company but shall be entitled to reimbursement of all reasonable expenses incurred in connection therewith. (e) The Supervisory Board may designate upon a simple majority vote an unlimited number of observers which may attend any meeting of the Supervisory Board without voting rights (the "Observers"). The Observers shall be entitled to receive the same information from the President or the Executive Committee as the Supervisory Board Members and shall be subject to the same confidentiality duties as the Supervisory Board Members. (f) Unless otherwise agreed by all the Supervisory Board Members, the Supervisory Board shall meet at least ten (10) times a year and may be convened either by the President or any Supervisory Board Member, by all means, including by fax or email, by notice sent preferably ten (10) Business Days and at least six (6) Business Days prior to such meeting such notice to include the agenda proposed for such meeting. Meetings may be held by videoconference or conference call in accordance with applicable Laws and the Company's By-Laws and such participation in such meetings shall constitute presence in person at the relevant meeting, including orally. Unless all the Supervisory Board Members are present or represented, a matter which was not listed in the agenda included in the convening notice cannot be discussed and/or approved by the Supervisory Board. (g) To the maximum extent permitted by applicable Laws, any Supervisory Board Member may be represented at any meeting by any other Supervisory Board Member or by any Person who has received a valid power of attorney or proxy to such effect and who has no conflict of interests with the group Companies or the Direct Parties. In order to constitute a quorum at a meeting of the Supervisory Board, at least (i) one (1) Class 1A Member, one (1) Class 1B Member and one (1) Supervisory Board Member of any new Class of Voting Shares, shall be present or represented and (ii) either one (1) Class 1C Member or one (1) Class 1D Member shall be present or represented. If no quorum can be found, a second meeting of the Supervisory Board shall be convened in accordance with Paragraph (f) above on the same agenda without any minimum quorum. Notwithstanding the foregoing, all the Supervisory Board Members shall be present or represented in order to approve Unanimous Reserved Matters. (h) Except (i) where otherwise expressly set forth herein and (ii) for all matters subject to a Qualified Requisite Consent, a Financial Investors Requisite Consent or a Unanimous Requisite Consent as set forth in Sections 3.2(b), 3.2(c) and 3.2(d) herein, all matters requiring the approval of the Supervisory Board shall be approved by a simple majority of the Supervisory Board Members present or represented at a duly convened meeting. The chairman of the Supervisory Board shall have no casting vote. Every meeting of the Supervisory Board shall be duly recorded in minutes registered in the Company's corporate books and jointly signed by: (i) one (1) Class 1A Member present or represented at such meeting if at least one (1) Class 1A Member was present or represented at such meeting; (ii) one (1) Class 1B Member present or represented at such meeting if at least one (1) Class 1B Member was present or represented at such meeting; (iii) either one (1) Class 1C Member present or represented at such meeting or one (1) Class 1D Member present or represented at such meeting if at least one (1) Class 1C Member or one (1) Class 1 D Member was present or represented at such meeting; and (iv) one (1) Supervisory Board Member of any new Class of Voting Shares if at least one (1) Supervisory Board Member of such Class was present or represented at such meeting. (i) If at least one of the Supervisory Board Members is not a French speaker, Supervisory Board's meetings shall be held in English and the minutes of such meetings shall be written in French and be accompanied by an English translation. In that case, each Supervisory Board Member who is not an English speaker is authorized to be assisted by an individual of his choice provided that (i) the chairman of the Supervisory Board shall be provided with the identity of this individual at least three (3) Business Days prior to the meeting, (ii) this individual shall have no conflict of interests with the Group Companies or the Direct Parties, (iii) this individual shall only act as a translator during the meeting and (iv) this individual shall be subject to the same confidentiality duties as the Supervisory Board Members.
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Composition of the Supervisory Board. (a) The Supervisory Board shall be comprised of nine (9) members which may be legal Entities or private individuals, appointed for an undetermined term and composed of three (3) Class 1A members (the "“Class 1A Members"”), three (3) Class 1B members (the "“Class 1B Members"”), two (2) Class 1C members (the "“Class 1C Members"”) and one (1) Class 1D member (the "“Class 1D Member"”), designated as follows in accordance with Section 4.2:
(i) the three (3) Class 1A Members shall be designated by the ▇▇▇▇▇▇ Parties in their capacity as holders of the Class 1A Shares;
(ii) the three (3) Class 1B Members shall be designated by the Financial Investors in their capacity as holders of the Class 1B Shares;
(iii) the two (2) Class 1C Members shall be designated by the ▇▇▇▇▇ Parties in their capacity as holder of the Class 1C Shares; and
(iv) the Class 1D Member shall be designated by the Gras Parties in their capacity as holders of the Class 1D Shares.
(b) The President may be appointed as a Supervisory Board Member.
(c) The Supervisory Board Members shall designate among themselves by a simple majority their chairman who shall be a private individual and shall remain in office during his term as Supervisory Board Member. In the event that the President is appointed as a Supervisory Board Member, he shall automatically be designated as chairman of the Supervisory Board.
(d) The Supervisory Board Members may not receive any compensation in consideration for their duties within the Company but shall be entitled to reimbursement of all reasonable expenses incurred in connection therewith.
(e) The Supervisory Board may designate upon a simple majority vote an unlimited number of observers which may attend any meeting of the Supervisory Board without voting rights (the "“Observers"”). The Observers shall be entitled to receive the same information from the President or the Executive Committee as the Supervisory Board Members and shall be subject to the same confidentiality duties as the Supervisory Board Members.
(f) Unless otherwise agreed by all the Supervisory Board Members, the Supervisory Board shall meet at least ten (10) times a year and may be convened either by the President or any Supervisory Board Member, by all means, including by fax or email, by notice sent preferably ten (10) Business Days and at least six (6) Business Days prior to such meeting such notice to include the agenda proposed for such meeting. Meetings may be held by videoconference or conference call in accordance with applicable Laws and the Company's ’s By-Laws and such participation in such meetings shall constitute presence in person at the relevant meeting, including orally. Unless all the Supervisory Board Members are present or represented, a matter which was not listed in the agenda included in the convening notice cannot be discussed and/or approved by the Supervisory Board.
(g) To the maximum extent permitted by applicable Laws, any Supervisory Board Member may be represented at any meeting by any other Supervisory Board Member or by any Person who has received a valid power of attorney or proxy to such effect and who has no conflict of interests with the group Companies or the Direct Parties. In order to constitute a quorum at a meeting of the Supervisory Board, at least (i) one (1) Class 1A Member, one (1) Class 1B Member and one (1) Supervisory Board Member of any new Class of Voting Shares, shall be present or represented and (ii) either one (1) Class 1C Member or one (1) Class 1D Member shall be present or represented. If no quorum can be found, a second meeting of the Supervisory Board shall be convened in accordance with Paragraph (f) above on the same agenda without any minimum quorum. Notwithstanding the foregoing, all the Supervisory Board Members shall be present or represented in order to approve Unanimous Reserved Matters.
(h) Except (i) where otherwise expressly set forth herein and (ii) for all matters subject to a Qualified Requisite Consent, a Financial Investors Requisite Consent or a Unanimous Requisite Consent as set forth in Sections 3.2(b), 3.2(c) and 3.2(d) herein, all matters requiring the approval of the Supervisory Board shall be approved by a simple majority of the Supervisory Board Members present or represented at a duly convened meeting. The chairman of the Supervisory Board shall have no casting vote. Every meeting of the Supervisory Board shall be duly recorded in minutes registered in the Company's ’s corporate books and jointly signed by:
(i) one (1) Class 1A Member present or represented at such meeting if at least one (1) Class 1A Member was present or represented at such meeting;
(ii) one (1) Class 1B Member present or represented at such meeting if at least one (1) Class 1B Member was present or represented at such meeting;
(iii) either one (1) Class 1C Member present or represented at such meeting or one (1) Class 1D Member present or represented at such meeting if at least one (1) Class 1C Member or one (1) Class 1 D Member was present or represented at such meeting; and
(iv) one (1) Supervisory Board Member of any new Class of Voting Shares if at least one (1) Supervisory Board Member of such Class was present or represented at such meeting.
(i) If at least one of the Supervisory Board Members is not a French speaker, Supervisory Board's ’s meetings shall be held in English and the minutes of such meetings shall be written in French and be accompanied by an English translation. In that case, each Supervisory Board Member who is not an English speaker is authorized to be assisted by an individual of his choice provided that (i) the chairman of the Supervisory Board shall be provided with the identity of this individual at least three (3) Business Days prior to the meeting, (ii) this individual shall have no conflict of interests with the Group Companies or the Direct Parties, (iii) this individual shall only act as a translator during the meeting and (iv) this individual shall be subject to the same confidentiality duties as the Supervisory Board Members.
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