The Articles of Association of the Mandatory Third-Party Liability Insurance Guarantee Fund (FGAO)

I. Establishment and seat of the fund

Article 1

The guarantee fund, a legal entity under private law, instituted by Article L. 421-1 of the Insurance Code, is governed by the said Code and by these Articles of Association.

Article 2

The registered office of the guarantee fund is located at 64 rue Defrance, Vincennes (Val-de-Marne). It may be transferred to any other place by decision of the Board of Directors.

II. Administration and management

Article 3

The guarantee fund is managed and run by a Board of Directors in accordance with Article R.421-25-1 of the Insurance Code. The term of office of directors is three years. This term is renewable. Directors are natural persons enjoying their civil rights. Any director appointed to replace a resigning or deceased member shall remain in office until their predecessor’s term of office expires. Members of the Board who cease to hold the qualifications for which they were appointed or who no longer fulfil the conditions necessary for their appointment shall be deemed to have resigned.

Article 4

The Board of Directors shall elect from among its members a Chair and a Vice-Chair at election time or in the event of the death or resignation of the Chair or Vice-Chair. Only incumbent directors are eligible to apply for the positions of Chair or Vice-Chair.

The election can only take place legitimately if at least ten directors are present. The person elected chair is the candidate director who receives to their name, from the directors present:

– an absolute majority on the first ballot;

– a relative majority for any subsequent rounds.

The same conditions apply to the election of the Vice-Chair.

Article 5

The Board of Directors shall meet on the initiative of the Chair or, if the Chair is prevented from attending, of their Vice-Chair. It may also be convened on the initiative of the Government’s Commissioner. On the proposal of the Director-General, the agenda is set by the Chair and sent at the same time as the notice of meeting.

Except in emergencies, notices of meetings are sent to the directors at least fifteen days before the date of the meeting.

If the Chair and their Vice-Chair are simultaneously unable to attend, the eldest director present shall chair the meeting.

The Board may only validly deliberate, at the first call, if at least seven of its members are present; at the second call, no quorum is required.

In the event of exceptional circumstances, the meeting may be held by videoconference or by means of telecommunication that allow the identification and effective participation of members. For the purpose of calculating a quorum and majority, the directors participating in the meeting shall be deemed to be present. To this end, the means of telecommunication shall transmit at least the voice of the participants and shall satisfy technical characteristics allowing continuous and simultaneous retransmission of the proceedings.

The Chair of the Board of Directors may decide, in emergencies or exceptional circumstances, that electronic voting is possible, provided that the arrangements made for this purpose allow the fair voting process. Decisions shall be taken under the same conditions of quorum provided for in the paragraph 4 and majority provided for in Article 6. The Chair shall then, within a period they set but which may not be less than two working days, receive the remarks and votes of the directors and the opinions of the Government’s Commissioner.

However, if the Government’s Commissioner so requests within this period, the Chair shall convene the Board in the manner and under the conditions provided for in paragraph 4. The electronic consultation is only valid if at least seven of the directors participated within the time limit set by the Chair. The Chair shall inform, as soon as possible, the directors and the Government’s Commissioner of the decision resulting from this consultation. Decisions taken by electronic means shall be appended to the minutes of the next Board meeting.

Article 6

Decisions shall be taken by an absolute majority of those voting. In the event of a tie, the presiding officer shall have the casting vote. Proxy voting is not permitted.

Article 7

The minutes of Board meetings are signed by the Chair of the meeting and another Board member who attended the meeting. They are initialled by the Government’s Commissioner. Any copies or extracts of these minutes to be provided shall be validly signed by the Chair or by two members of the Board of Directors.

Article 8

The Chair and the members of the Board of Directors shall be responsible only for the exercise of their mandate. They receive no remuneration.

Article 9

The Board of Directors represents the guarantee fund vis-à-vis third parties or any administration; it authorises all agreements and treaties to be concluded and monitors their application. It appoints the Statutory Auditor and the Alternate Auditor. It provides guidance on the use of funds and movable and immovable investments within the framework of applicable regulations. In general, it shall take all decisions necessary for the smooth operation of the guarantee fund, the above powers being only indicative and not limitative. Anything that is not reserved by these Articles of Association for the General Meeting provided for in Article 13 below is within its competence.

Article 10

The Board of Directors may set up committees from among its members to examine specific issues entrusted to them by the Board of Directors. Each of these committees shall be entitled to appoint, in an advisory capacity and with the agreement of the Board of Directors, one or more particularly competent persons for the matters to be examined.

Article 11

The guarantee fund shall be represented in court by the Chair of the Board of Directors or by any other person enjoying the full exercise of their civil rights and delegated for this purpose by the Board.

III. Management

Article 12

A Director-General is appointed by the board of directors on the proposal of the chair and the Government’s Commissioner. The term of office of the Director-General shall be three years. This term is renewable.

When it is time to re-elect the Board and the Director-General, the Board of Directors shall delegate to the Director-General the necessary powers for all management actions to manage the guarantee fund’s affairs and its staff. It may authorise the Director-General to transfer their own powers for specific purposes.

The Director-General attends all meetings of the Board and any committees that may be set up in an advisory capacity, unless the Board of Directors decides otherwise.

They shall not, by reason of their duties, incur any personal obligation in relation to the commitments of the guarantee fund.

They may be dismissed for serious misconduct or malfeasance.

IV. General Meeting

Article 13

The insurance companies united by the guarantee fund shall hold a general meeting at least once a year at the place indicated in the notice convening the meeting.

The directors are summoned to the general meeting. To clarify, however, all agricultural mutual insurance companies are represented at the general meeting by the Caisse centrale des assurances mutuelles agricoles.

Any insurance company which no longer satisfies the regulatory conditions for membership to the guarantee fund shall automatically cease to have access to the general meeting.

Article 14

The meeting shall be convened either at the request of the guarantee fund’s Board of Directors or at the request of the Government’s Commissioner. Notices of meetings shall be made by standard letters sent at least fifteen days before the date of the meeting.

Each representative of an insurance company must be permitted to confer power of attorney. If they are prevented from attending, a power may be transferred to the representative of another insurance company. Only matters on the agenda drawn up by the guarantee fund’s Board of Directors may be discussed.

However, questions that have been asked in writing by at least one quarter of the members at least ten days before the date of the meeting shall be considered to be required to be included in the agenda.

Article 15

The general meeting shall be chaired by the Chair or, in their absence, by the Vice-Chair of the guarantee fund’s board of directors.

If the Chair and their Vice-Chair are simultaneously unable to attend, the eldest director present shall chair the meeting, or in their absence, the eldest representative of the member companies and organisations at the meeting.

The meeting appoints a secretary for the session.

Article 16

The meeting designates the members of the Board of Directors representing insurance companies and organisations other than agricultural mutual funds.

The Board of Directors shall inform the meeting of the annual financial statements it has approved.

The assembly adopts, on the proposal of the Board of Directors by an absolute majority of the members present, the internal regulations of the guarantee fund as well as its subsequent amendments before their approval by the supervisory minister.

It may call for the adoption of any measures it considers appropriate to ensure the better operation of the guarantee fund.

Article 17

The meeting takes decisions by absolute majority of the members present.

In exceptional circumstances, and by decision of the Board of Directors or at the request of the Government’s Commissioner, as the case may be, the meeting may be held by videoconference or by means of telecommunication that allow the identification and effective participation of members. For the purpose of calculating a quorum and majority, the general meeting members participating in the meeting shall be deemed to be present. To this end, the means of telecommunication shall transmit at least the voice of the participants and shall satisfy technical characteristics allowing continuous and simultaneous retransmission of the proceedings.

The deliberations are recorded in minutes signed by the chair and the secretary of the meeting.

Any copies or extracts to be provided shall be validly signed by the chair of the meeting or by two members of the guarantee fund’s Board of Directors.

V. Accounts and budget

Article 18

Each budgetary year shall begin on 1 January and end on 31 December of each year.

Article 19

The annual financial statements (balance sheet, profit and loss statement, and notes to the previous 31 December) are drawn up before 30 June each year.

Article 20

After their approval by the Board of Directors, the annual financial statements provided for in the preceding article shall be communicated to each insurance company taking part in the general meeting provided for in article 13 above.

Article 21

Before 31 December, the Board of Directors shall examine the budget for the following financial year and the budgeted statements; it may revise them in the course of their implementation.

Article 22

The Board of Directors may propose to the Minister of State, Minister responsible for the Economy, Finance and Industry, any amendments that it deems useful to make to the articles of association of the guarantee fund.

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