Article 23
General management The Chairman of the Board of Governors, who shall be a natural person, shall be responsible for the general management of the company. On a proposal from the Chairman, the Board may appoint to assist him either one of its members or an agent not chosen from among its members, who shall have the capacity of General Manager and who, in either case, must be a natural person. The age limit of the General Manager shall be fixed at 65 years. The term of office of the General Manager shall expire on the day of the annual ordinary general meeting of shareholders following the date of his 65th birthday. The Board of Directors shall confer upon its Chairman and, where appropriate, upon the General Manager appointed by the Board to assist him, such powers as are required for the proper conduct of the day_to_day business of the company, which may include power to delegate their authority in part. If the Chairman is temporarily indisposed or has died, the Board of Directors may delegate the duties of Chairman to a Director representing Électricité de France. Where the indisposition is temporary, that delegation of duties shall be for a limited period; it shall be renewable. In the event of the Chairman's death, it shall apply until a new Chairman is elected. The fixed and proportional remuneration paid to the Chairman for carrying out his duties of general management and, where appropriate, to the General Manager appointed to assist him and, if necessary, to the Director to whom duties have been delegated pursuant to the preceding subparagraph, shall be determined by the Board of Directors and shall be charged to the general expenses account. The Board of Directors may, subject to the conditions laid down by law, form a committee to examine such questions as it may submit to it, the members of which may receive special remuneration therefor.