Corporate officer

A corporate officer is a person vested by statute or the articles with the power to manage or administer a company, and whom the law holds accountable for management. Article L. 225-20 of the French Commercial Code shows how far this reaches. A legal entity appointed as a director must designate a permanent representative, who bears the same civil and criminal liability as if he were a director in his own name. The title on the business card does not matter. In a société anonyme (SA), these are the chairman of the board, the chief executive, the deputy chief executives and the directors. In the two-tier form, they are the members of the management board and the supervisory board. The gérant in a SARL (société à responsabilité limitée). In a SAS (société par actions simplifiée), the president and whichever officers the articles designate, since the law leaves almost everything there to the drafting of the articles. The office is sometimes held alongside an employment contract, which requires distinct technical duties and a relationship of subordination. A French D&O (directors and officers) policy starts from this first circle, past, present and future de jure officers. Then it widens it: permanent representatives, de facto directors, employees in a managerial or supervisory role, employees sued jointly with an officer. Spouses and heirs come in too, for claims aimed at the officer's estate. It all turns on the definition of insured, and two policies with the same name can cover very different populations. A group's general counsel or CIO (chief information officer), holding no office, is insured only through that widening.