Article 296 — The Board of Directors

1/ A company shall have not less than three or more than thirteen directors who shall be elected by the shareholders. Two-thirds of members of the board of directors may not play a role in the day-to-day management of the affairs of the company. 2/ Persons who are not shareholders may be elected as members of the board of directors. However, the number of non-shareholder directors may not exceed one-thirds of the total membership of the board of directors. 3/ Where the memorandum of association does not clearly specify the number of directors, the meeting of subscribers shall decide the number of directors to be appointed. 4/ An organization or institution vested with legal personality by law may be appointed a director; Upon its appointment, it shall appoint, for the duration of its term, a permanent representative; The legal entity shall appoint a replacement at the earliest practicable time where the permanent representative resigns or cannot discharge his obligations for whatever reason. 5/ Although a permanent representative is not personally a director of the company, he is subject to the same obligations including civil and criminal liability as if he were a director in his own name, without prejudice to the joint liability of the legal entity that he represents.