Statutes – Article 18 – Supervisory board

18.1 – Membership

The society has a Supervisory Board composed of 6 elected members, elected from amongst the associates of the society.

Provided that there is a sufficient number of candidates, each of the following three professional categories shall hold at least one and at most three seats on the Supervisory Board:

  • Drama performers,
  • Variety, jazz and contemporary music performers,
  • Opera singers, classical musicians, choreographic performers and conductors.

The reserved seats shall be assessed on the basis of the main activity carried out at the time of the application or having been carried out by the candidate performer if he is no longer active in accordance with the conditions set out in Article 2.1.3 of the General Regulation.

18.2 – Elections

Candidates for election to the Supervisory Board must have been associated with Adami for at least four years at the date of their declaration of candidacy.

The members of the Supervisory Board are elected by the General Assembly of the associates according to the procedures defined in article 2.3 of the General Regulation.

The members of the Supervisory Board elect a Chairman from among their numbers for the duration of that person’s term of office by a majority of the members present at the first meeting of the Supervisory Board after the General Assembly at which the Chairman’s term of office was subject to renewal. The Chairman represents the Supervisory Board at the General Assembly. In the event of absence, the Supervisory Board shall appoint one of its members to replace the Chairman and perform the latter’s duties.

18.3 – Duration of office

The members of the Supervisory Board are elected for four years. Half of its members are renewed every two years.

The term of office begins when the results are declared and ends on the day of the General Assembly at which the term of office must again be put to the vote of the associates.

Members of the Supervisory Board may be re-elected. However, they are subject to a two-year ineligibility period after two consecutive terms.

Members of the Supervisory Board may be dismissed by the General Assembly in accordance with the procedures defined in Article 6.2 of the General Regulation.

In the event of the death, resignation, dismissal or incompatibility during the term of office of one or more members of the Supervisory Board, the Managing Director calls to sit the member or members who obtained the highest number of votes in the last elections, taking into account the professional category of the member to be replaced and the rules, described above, relating to the composition of the Supervisory Board. In the event of a tie, the winner shall be determined by random draw.

The new members thus appointed shall remain in office until the expiry of the term of office of those they replace and may themselves be replaced under the conditions mentioned in the previous paragraphs.

18.4 – Powers

18.4.1 – The role of the Supervisory Board is to monitor the activity of the Board of Directors and the Managing Director by ensuring the implementation of the decisions of the General Assembly, in particular with regard to the general policies listed in points b/ to e/ of Article 15.2.1 of these Statutes, as well as by ensuring the implementation of administrative and accounting procedures and internal control mechanisms for the activity.

These controls may not give rise to the performance by the Supervisory Board or one of its members of acts of administration or management falling within the remit of the Board of Directors, the Managing Director or the General Assembly, with the exception for the latter of the delegations of its powers, provided for in 2° of this article.

18.4.2 – On proposal of the Board of Directors, the Supervisory Board approves the risk management policy, any acquisition, sale or mortgage on buildings and the borrowing, granting of loans or constitution of loan guarantees.

In the event of a negative vote by the Supervisory Board on the risk management policy presented by the Board of Directors, the Board of Directors may convene the General Assembly to decide on the rejected proposal.

18.4.3 – The Supervisory Board issues a reasoned opinion on the collective management body’s refusal to submit requests for documents submitted by its members pursuant to Article L.326-5 of the French Intellectual Property Code, in accordance with the procedure provided for in Article 2.3 of the General Regulation.

18.4.4 – The Supervisory Board takes note of the annual transparency report and makes any observations in the report on the performance of its duties that it presents to the Annual General Assembly.

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