No C 240/2 Official Journal of the European Communities 9. 9. 83 
II 
(Preparatory Acts) 
COMMISSION 
Amended proposal for a Fifth Directive founded on Article 54 (3) (g) of the EEC Treaty 
concerning the structure of public limited companies and the powers and obligations of 
their organs (') 
(Submitted by the Commission to the Council pursuant to Article 149 (2) of the EEC Treaty 
on 19 August 1983) 
O OJ No C 131, 13. 12. 1972, p. 49 or Bulletin of the 
European Communities (Supplement) 10/72. 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Proposal for a Fifth Directive to coordinate the safe­
guards which, for the protection of the interests of 
members and others, are required by Member States 
of companies within the meaning of the second 
paragraph of Article 58 of the EEC Treaty, as regards 
the structure of societes anonymes and the powers 
and obligations of their organs 
THE COUNCIL OF THE EUROPEAN 
COMMUNITIES, 
Having regard to the Treaty establishing the 
European Economic Community, and in particular 
Article 54 (3) (g) thereof, 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the European 
Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas the coordination provided for in Article 
54 (3) (g) was begun by Directive 68/151/EEC of 
9 March 1968 governing the disclosure, validity of 
obligations entered into by the representative organs 
and the nullity of societes anonymes, societes en 
commandite par actions and societes a responsabilite 
limitee (*); 
Whereas the coordination of national laws relating to 
such limited liability companies was continued by 
Directive ... of . ..(1) on the annual accounts; 
(*) Where the French terms are used in the recitals of this 
proposal, they are to be taken to include a reference to 
the corresponding types of company existing in each of 
the 10 Member States. 
(') OJNoC7,28. 1. 1972. Amended proposal for a Fifth Directive founded on 
Article 54 (3) (g) of the EEC Treaty concerning the 
structure of public limited companies and the powers 
and obligations of their organs 
Unchanged. 
Having regard to the proposal from the Commission 
(*). 
Having regard to the opinion of the European 
Parliament (2), 
Having regard to the opinion of the Economic and 
Social Comittee (5), 
Whereas the coordination provided for in Article 
54 (3) (g) was begun by Council Directive 
68/151/EEC (4) governing the disclosure, validity of 
obligations entered into by the representative organs, 
and the nullity of public limited companies and private 
limited companies; 
Whereas the coordination of national laws relating to 
such limited liability companies was continued by 
Council Directive 78/660/EEC (5) on the annual 
accounts of such companies and by Council Directive 
83/349/EEC (') on consolidated accounts; 
(*) OJ No C 131, 13. 12. 1972, p. 49. 
(2) OJ No C 149, 14. 6. 1982, p. 17. 
(J) OJ No C 109, 19. 9. 1974, p. 9. 
(4) OJ No L 65, 14. 3. 1968, p. 8. 
(5) OJ No L 222, 14. 8. 1978, p. 11. 
(*) OJ No L 193, 18. 7. 1983, p. 1. 
9. 9. 83 Official Journal of the European Communities No C 240/3 
ORIGINAL PROPOSAL 
Whereas, further, the coordination of laws relating to 
societes anonymes must be given priority because 
these companies, much more than others, carry on 
cross-frontier activities; 
Whereas the laws of the Member States relating to 
the formation and capital of societes anonymes were 
coordinated by Directive ... of . .. (*) and those 
relating to mergers of such companies were 
coordinated by Directive ... of ... (2); 
Whereas so that the protection afforded to the 
interests of members and others is made equivalent, 
the laws of the Member States relating to the 
structure of societes anonymes and to the powers and 
obligations of their organs must be coordinated; 
Whereas in the fields aforesaid equivalent legal 
conditions must be created in the Community for 
societes anonymes; 
Whereas so far as concerns the organization of the 
administration of this type of company two different 
sets of arrangements at present obtain in the 
Community; whereas one of these provides for one 
administrative organ only while the other provides for 
two, namely a management organ responsible for 
managing the business of the company and an organ 
responsible for controlling the management body; 
whereas in practice, even under the arrangement 
which provides for only one administrative organ, a 
de facto distinction is made between active members 
who manage the business of the company and passive 
members who confine themselves to supervision; 
whereas in order to delimit clearly the responsibilities 
of the persons who are charged respectively with one 
or other of these duties it is preferable that there be 
separate organs whose responsibility it is to carry 
them out; whereas, further, the two-tier system will 
facilitate the formation of societes anonymes by 
members or groups of members from different 
Member States and, thereby, interpenetration of 
undertakings within the Community; whereas to this 
end the introduction of the two-tier system on an 
optional basis would not be sufficient; whereas that 
structure must be made compulsory for all societes 
anonymes; 
(') OJ No C 48, 24. 4. 1970. 
(2) OJ No C 89, 14. 7. 1970. AMENDED PROPOSAL 
Whereas further coordination of laws relating to 
public limited companies has been given priority owing 
to their relative importance as regards cross-frontier 
economic activities; 
Whereas, accordingly, the laws of the Member States 
relating to the formation and capital of public limited 
companies were coordinated by Council Directive 
77/91/EEC (') and those relating to mergers and 
divisions of such companies were coordinated by 
Council Directives 78/855/EEC (2) and 82/891/ 
EEC (J) respectively; 
Whereas, so that the protection afforded to the 
interests of members and others is made equivalent, 
the laws of the Member States relating to the 
structure of public limited companies and to the 
powers and obligations of their organs must also be 
coordinated; 
Whereas, in the fields aforesaid, equivalent legal 
conditions must be created in the Community for 
competing public limited companies; 
Whereas, so far as concerns the organization of the 
administration of this type of company, two different 
sets of arrangements at present obtain in the 
Community; whereas one of these provides for one 
administrative organ only while the other provides for 
two, namely a management organ responsible for 
managing the business of the company and an organ 
responsible for controlling the management body; 
whereas, in practice, even under the arrangement 
which provides for only one administrative organ, a 
de facto distinction is often made between executive 
members who manage the business of the company 
and non-executive members who confine themselves 
to supervision; whereas in both systems a clear 
delimitation is desirable between the responsibilities of 
the persons charged with one or other of these duties; 
whereas the general introduction of such a distinction 
will facilitate the formation of public limited 
companies by members or groups of members from 
different Member States and, thereby, inter­
penetration of undertakings within the Community; 
whereas the general introduction of the two-tier 
system on a compulsory basis is for the time being 
impracticable though such systems should be made 
generally available at least as an option for public 
limited companies; whereas one-tier systems may 
therefore be maintained provided that they are 
endowed with certain characteristics designed to 
harmonize their functioning with that of two-tier 
structures; 
O OJ No L 26, 31. 1. 1977, p. 1. 
(*) OJ No L 295, 20. 10. 1978, p. 36. 
(J) OJ No L 378, 31. 12. 1982, p. 47. 
No C 240/4 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Whereas the laws of certain Member States provide 
for worker participation within the supervisory body 
but no such provision exists in other Member States; 
whereas differences in the laws relating to this field 
must be eliminated not least because they constitute a 
barrier to the application of the Community rules 
which are necessary to facilitate transnational 
operations involving reconstruction and inter-
penetration of undertakings, in particular in so far as 
concerns the giving of effect to Article 220 of the 
Treaty which provides inter alia for international 
merger and transfer of the seat; whereas in order to 
make provision for worker participation in appointing 
and dismissing members of the supervisory organ the 
Directive does not make rules uniform for all the 
Member States but leaves them to choose between a 
number of equivalent arrangements; 
Whereas the members of the management and 
supervisory organs must be made subject to special 
rules relating to civil liability which provide for joint 
and several liability, reverse the burden of proof in 
respect of liability for wrongful acts and ensure that 
the bringing of proceedings on behalf of the company 
for the purpose of making those persons liable is not 
improperly prevented; 
Whereas, as regards the preparation and holding of 
general meetings, the shareholders must be protected 
by equivalent provisions relating to the form, content 
and period of notice, the right to attend and to be 
represented at meetings, written or oral information, 
exercise of the right to vote, the majorities required 
for the passing of resolutions and, finally, the right to Whereas the laws of certain Member States provide 
for employee participation within the supervisory or 
administrative organ but no such provision exists in 
other Member States; whereas provision should be 
made for such participation in all Member States, but 
in some Member States employee participation 
through a body representing company employees or 
through collectively agreed systems is a necessary first 
step; whereas differences in the laws relating to this 
field must be eliminated not least because they 
constitute a barrier to the application of the 
Community rules which are necessary to facilitate 
transnational operations involving reconstruction and 
interpenetration of undertakings, in particular in so 
far as concerns the giving of effect to Article 220 of 
the Treaty which provides inter alia for international 
mergers and transfers of seat; whereas, in order to 
make provision for employee participation, the 
Directive does not make rules uniform for all the 
Member States but leaves them to choose between a 
number of equivalent arrangements; whereas certain 
common principles are nevertheless necessary in 
particular as to the appointment of employee rep­
resentatives; 
Whereas the operation of this Directive's provisions 
concerning the organization of the company's 
administration and employee participation should be 
reviewed within five years after the date from which 
the provisions of the Directive are to be applied; 
whereas this review should examine the question 
whether, and if so to what extent, further harmo­
nization is desirable, including the question of the 
desirability of the general introduction of equal 
representation of shareholders and employees on the 
supervisory or administrative organ; 
Whereas the provisions of this Directive are without 
prejudice to the provisions of Directive ... on pro­
cedures for informing and consulting the employees of 
undertakings with complex structures, in particular 
transnational undertakings ('); 
Unchanged. 
Unchanged. 
(') See proposal for this Directive 
1980, p. 3. OJNo C 297, 15. 11. 
9. 9. 83 Official Journal of the European Communities No C 240/5 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
bring proceedings in respect of void or voidable 
resolutions: 
Whereas certain rights of shareholders should be 
capable of being exercised by a minority of them; 
Whereas, in the interests of members and others, the 
audit of the annual accounts should be carried out by 
experts whose independence is guaranteed by special 
provisions, 
HAS ADOPTED THIS DIRECTIVE: Whereas, in the interests of members and others, 
provisions are also necessary concerning the adoption 
of the annual accounts, and in particular the 
independence and responsibility of the auditors of 
those accounts; 
Whereas, pending subsequent coordination, the 
application of certain provisions of this Directive may 
need to be qualified where a public limited company is 
a member of a group, 
Unchanged. 
Scope of application CHAPTER I 
Scope of application 
Article 1 
1. The coordination measures prescribed by this 
Directive apply to the laws, regulations and 
administrative provisions of the Member States 
relating to the following types of company: 
— in Germany: die Aktiengesellschaft, 
— in Belgium: la societe anonyme/de naamloze 
vennootschap, 
— in France: la societe anonyme, 
— in Italy: la societa per azioni, 
— in Luxembourg: la societe anonyme, 
— in the Netherlands: de naamloze vennootschap. 
2. It shall be permissible for the Member States not 
to apply the provisions of this Directive to 
cooperatives whose legal form is that of one of the 
types of company indicated in the foregoing 
paragraph. Article 1 
1. The coordination measures prescribed by this 
Directive shall apply to the laws, regulations and 
administrative provisions of the Member States 
relating to the following types of company: 
— in Germany: die Aktiengesellschaft, 
— in Belgium: la societe anonyme/de naamloze 
vennootschap, 
— in Denmark: aktieselskabet, 
— in France: la societe anonyme, 
— in Greece: avrfwufni Eiaipeia, 
— in Ireland: the public company limited by shares 
and the public company limited by guarantee and 
having a share capital, 
— in Italy: la societa per azioni, 
— in Luxembourg: la societe anonyme, 
— in the Netherlands: de naamloze vennootschap, 
— in the United Kingdom: the public company 
limited by shares and the public company limited 
by guarantee and having a share capital. 
2. It shall be permissible for the Member States not 
to apply this Directive to cooperatives set up in one of 
the legal forms indicated in paragraph 1. To the 
extent that the laws of the Member States make use 
of this possibility, they shall require these companies 
to include the word 'cooperative' on all the documents 
to which reference is made in Article 4 of Directive 
68/151/EEC. 
No C 240/6 Official Journal of the European Communities 9. 9. 83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
CHAPTER I 
Structure of the company 
Article 2 
1. The Member States shall make provision so that 
the structure of the company takes the form provided 
for in Chapters II and III of this Directive, the 
company thereby having not less than three separate 
organs: 
(a) the management organ responsible for managing 
and representing the company; 
(b) the supervisory organ responsible for controlling 
the management organ; 
(c) the general meeting of shareholders. 
2. They shall, further, make provision for the 
annual accounts to be drawn up and audited in 
manner provided in Chapter IV of this Directive. 
CHAPTER II 
The management organ and the supervisory organ 
Article 3 
1. The members of the management organ shall be 
appointed by the supervisory organ. 
2. Where the management organ has more than 
one member, the supervisory organ shall specify 
which member of the management organ is reponsible 
for questions of personnel and worker relations. 
3. The provisions of this Article shall be without 
prejudice to national laws under which the 
appointment or dismissal of any member of the 
management organ cannot be effected against the 
wishes of the majority of the members of the 
supervisory organ who were appointed by the 
workers or by their representatives. 
Article 4 
1. The laws of the Member States shall make 
provisions that, at any rate for companies which 
employ 500 staff or more, the appointment of 
members of the supervisory organ shall be made in 
manner provided in paragraphs 2 or 3. CHAPTER II 
Structure of the company 
Article 2 
1. The Member States shall provide that the 
company shall be organized according to a two-tier 
system (management organ and supervisory organ) in 
accordance with Chapter III. They may, however, 
permit the company to have a choice between a two-
tier system organized in accordance with Chapter III 
and a one-tier system (administrative organ) in 
accordance with the provisions of Chapter IV. 
2. The Member States shall in addition make 
provision for the general meeting of shareholders in 
accordance with Chapter V and the drawing up and 
auditing of annual accounts in accordance with 
Chapter VI. 
CHAPTER III 
THE TWO-TIER SYSTEM 
Section 1 
The management organ and the supervisory organ 
Article 3 
1. (a) The company shall be managed by a 
management organ under the supervision of a 
supervisory organ. 
(b) The members of the management organ shall be 
appointed by the supervisory organ. However, 
the members of the first management organ 
may be appointed in the memorandum or 
articles of association. 
2. Where the management organ has several 
members, the supervisory organ shall specify which 
member of the management organ is more parti­
cularly responsible for questions of personnel and 
employee relations. 
3. The provisions of this Article shall be without 
prejudice to national laws under which the 
appointment or dismissal of any member of the 
management organ cannot be effected against the 
wishes of the majority of the members of the 
supervisory organ who were appointed by the 
employees. 
Article 4 
1. In companies employing in the Community on 
average less than a number of persons which the 
legislation of the Member States cannot fix at more 
than 1 000, the members of the supervisory organ 
shall be appointed by the general meeting. For the 
purposes of this calculation, persons employed by sub­
sidiary undertakings of a company according to the 
legislation applicable to that company in conformity 
9. 9. 83 Official Journal of the European Communities No C 240/7 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. Without prejudice to the provisions contained in 
the following subparagraphs, the members of the 
supervisory organ shall be appointed by the general 
meeting. 
Not less than one-third of the members of the 
supervisory organ shall be appointed by the workers 
or their representatives or upon proposal by the 
workers or their representatives. 
The laws of the Member States may provide in 
relation to the appointment of members of the 
supervisory board that some of those who are not 
appointed in manner provided in the preceding 
subparagraphs may be appointed otherwise than by 
the general meeting. 
3. The members of the supervisory organ shall be 
appointed by that organ. However, the general 
meeting or the representatives of the workers may 
object to the appointment of a proposed candidate on 
the ground either that he lacks the ability to carry out 
his duties or that if he were appointed there would, 
having regard to the interests of the company, the 
shareholders or the workers, be imbalance in the 
composition of the supervisory organ. In such cases 
the appointment shall not be made unless the 
objection is declared unfounded by an independent 
body existing under public law. 
4. As regards companies which employ a lesser 
number of workers than that fixed in pursuance of 
paragraph 1, the members of the supervisory organ 
shall be appointed by the general meeting. 
5. The members of the first management organ 
and of the first supervisory organ may be appointed 
in the statutes or in the instrument of constitution. 
(See Article 4 (2) above) with Article 1 of Directive 83/349/EEC shall be 
considered to be employees of that company. 
2. In respect of companies employing on average a 
number of persons which equals or exceeds the 
number fixed in accordance with paragraph 1, the 
Member States shall provide for employee parti­
cipation in the appointment of members of the 
supervisory organ in accordance with Articles 4b or 
4c. 
However, as an alternative to employee participation 
in accordance with these Articles, Member States may 
provide for employee participation through a body 
representing the company's employees in accordance 
with Article 4d or through collectively agreed systems 
in accordance with Article 4e. In all cases, Member 
States may provide that employee participation shall 
not be implemented in respect of a company when a 
majority of the employees has expressed its opposition 
to such participation. 
3. Where the average number of a company's 
employees rises above or falls below the number fixed 
in accordance with paragraph 1, that fact need not 
affect the application of paragraphs 1 or 2 until the 
average number of employees has exceeded or fallen 
below that number for two consecutive years. 
(See Article 4 (2) above) 4. The members of the first supervisory organ may 
be appointed in the memorandum or articles of 
association. 
Deleted (but see Article 4 (4) above). 
Article 4a 
By way of derogation from Articles 4 (1), 4b (1), and 
4c (1), the laws of the Member States may provide 
that not more than one-third of the members of the 
supervisory organ may be appointed otherwise than as 
provided in those Articles. However, where Article 
4b (1) applies, the minimum employee representation 
therein specified shall always be respected unless the 
conditions specified in the last sentence of Article 
4 (2) have been fulfilled. 
Section 2 
Employee participation in the appointment of 
members of the supervisory organ 
Article 4b 
1. The members of the supervisory organ shall be 
appointed by the general meeting as regards a 
No C 240/8 Official Journal of the European Communities 9. 9. 83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
maximum of two-thirds and by employees of the 
company as regards a minimum of one-third but 
subject to a maximum of one-half. 
2. Where employees appoint one-half of the 
members of the supervisory organ, its voting pro­
cedures shall ensure that decisions may ultimately be 
taken by the members appointed by the general 
meeting. 
Article 4c 
(See Article 4 (3) above) 1. The members of the supervisory organ shall be 
appointed by co-optation by that organ. However, the 
general meeting or a committee of shareholders 
designated by that meeting or the representatives of 
the employees may object to the appointment of a 
proposed candidate on the ground either that he lacks 
the ability to carry out his duties or that if he were 
appointed the supervisory organ would, having regard 
to the interests of the company, the shareholders and 
the employees, be improperly constituted. In such 
cases, the appointment shall not be made unless the 
objection is declared unfounded by an independent 
body existing under public law. 
Section 3 
Employee participation through a body representing 
company employees 
Article 4d 
1. A body representing the employees shall have the 
right, in relation to the company's management organ, 
to regular information and consultation on the 
administration, situation, progress and prospects of the 
company, its competitive position, credit situation and 
investment plans. It shall also have the same rights to 
information as those conferred on the members of the 
supervisory organ by Article 11. 
2. In addition, in the cases referred to in Article 
12 (1), the body representing the employees must be 
consulted before the supervisory organ considers 
whether to grant authorization. Where the supervisory 
organ does not comply with the opinion given, it shall 
communicate its reasons to the body representing the 
employees. The law, the memorandum or the articles 
of association may make other operations subject to 
this duty of consultation. 
3. The second and third sentences of Article 
10a (2) shall apply to the members of the body 
representing the employees. 
4. The body representing the employees shall meet 
at regular intervals, and at least immediately prior to 
each meeting of the supervisory organ, and shall be 
given all the documentation and information 
connected with the agenda of the meeting of the 
9. 9. 83 Official Journal of the European Communities No C 240/9 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
supervisory organ needed for its deliberations. At the 
request of the body representing the employees, the 
chairman of the supervisory organ, his deputy or a 
member of the management organ shall attend its 
Section 4 
Employee participation through collectively agreed 
systems 
Article 4e 
1. Employee participation shall be regulated in 
accordance with collective agreements concluded 
between the company or an organization representing 
the company and organizations representing its 
employees. 
2. Collective agreements concluded pursuant to 
paragraph 1 shall respect the provisions of this Section 
and of Article 4i and make provisions at least for 
employee participation in the supervisory organ in 
accordance with Article 4f or for employee represen­
tation in accordance with Article 4g. 
Article 4 f 
1. The members of the supervisory organ shall be 
appointed in accordance with Articles 4b or 4c. 
2. Articles 5 to 21 shall apply. 
Article 4g 
1. Employee representatives shall have the right in 
relation to the company's management organ to 
regular information and consultation on the 
administration, situation, progress and prospects of the 
company, its competitive position, credit situation, and 
investment plans. They shall also have the same rights 
to information as those conferred on the members of 
the supervisory organ by Article 11. 
2. In addition, in the cases referred to in Article 
12 (1), the law or the collective agreements concluded 
pursuant to Article 4e shall provide at least that 
employee representatives must be consulted before the 
supervisory organ considers whether to grant auth­
orization. Where the supervisory organ does not 
comply with the opinion given, it shall communicate 
its reasons to the employee representatives. The law, 
the collective agreements, the memorandum or the 
articles of association may make other operations 
subject to this duty of consultation. 
3. The second and third sentences of Article 
10a (2) shall apply to employee representatives who 
receive information of a confidential nature pursuant 
to paragraphs 1 and 2. 
4. Article 4d (4) shall apply to the employee rep­
resentatives. 
No C 240/10 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 4h 
1. The Member States shall provide that, where 
collective agreements are not concluded pursuant to 
Article 4e before the end of a period of not more than 
one year after the expiry of the period referred to 
in Article 64 (2), employee participation shall be 
regulated in accordance with Articles 4b, 4c or 4d. 
2. The Member States shall further provide that, 
where a collective agreement concluded pursuant to 
Article 4e comes to an end and a suibsequent 
agreement is not concluded within a period of one 
year, employee participation shall be regulated in 
accordance with Articles 4b, 4c or 4d. 
Section 5 
Principles as to appointment of employee represen­
tatives 
Article 4i 
To the extent that the employees must participate in 
the appointment of members of the supervisory organ 
in accordance with Articles 4b or 4c or through a 
body representing the company's employees in 
accordance with Article 4d or through collectively 
agreed systems in accordance with Article 4e, the 
Member States shall ensure that the following 
principles are observed: 
(a) the relevant members of the supervisory organ 
and representatives of the employees shall be 
elected in accordance with systems of proportional 
representation ensuring that minorities are 
protected; 
(b) all employees must be able to participate in the 
election; 
(c) the elections shall be by secret ballot; 
(d) free expression of opinion shall be guaranteed. 
Article 5 
1. Only natural persons may be appointed as 
members of the management organ. 
2. Where the laws of the Member States provide 
that legal persons may be members of the supervisory 
organ, those legal persons shall designate a 
permanent representative who shall be subject to the 
same conditions and obligations as if he were 
personally a member of the supervisory organ, but 
without prejudice to the liability of the legal person 
which he represents. 
Article 6 
No person may be at the same time a member of the 
management organ and of the supervisory organ.. Section 6 
Members of the management and supervisory organs 
Article 5 
Unchanged. 
Article 6 
Unchanged. 
9. 9. 83 Official Journal of the European Communities No C 240/11 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 7 
The members of the management organ and of the 
supervisory organ shall be appointed for a specified 
period not exceeding six years. They shall be eligible 
for reappointment. 
Article 8 
The management organ and the supervisory organ 
shall not fix the remuneration of their own members. 
Article 9 
1. The members of the management organ shall 
not, without the authorization of the supervisory 
organ, carry on within another undertaking any 
activity, whether remunerated or not, for their own 
account of any other person. 
2. The general meeting shall be informed each year 
of the authorizations given. 
3. A natural person shall not be a member of the 
supervisory organ of more than 10 companies. Article 7 
1. The members of the supervisory organ shall be 
appointed for a specified period not exceeding six 
years. They shall be eligible for reappointment. 
2. In respect of companies employing on average a 
number of persons which equals or exceeds the 
number fixed in accordance with Article 4 (1), the 
members of the management organ shall be appointed 
for a specified period not exceeding six years. They 
shall be eligible for reappointment. 
Article 8 
The management organ and the supervisory organ 
shall not fix the remuneration of their own members. 
The management organ shall not fix the remuneration 
of the members of the supervisory organ. 
Article 9 
Unchanged. 
2. The general meeting shall be informed of the 
authorizations given. 
3. Before a natural person can be appointed a 
member of the supervisory organ, the organs or 
persons which are empowered to make or object to 
appointments shall be informed of any activity carried 
on by that person within another undertaking, 
whether remunerated or not, for his own account or 
for the account of any other person. 
Article 10 
1. Every agreement to which the company is party 
and in which a member of the management organ or 
of the supervisory organ has an interest, even if only 
indirect, must be authorized by the supervisory organ 
at least. 
2. Where a member of the management organ or 
supervisory organ becomes aware that such circum­
stances as are described in paragraph 1 obtain, he 
shall inform those two organs thereof. The interested 
member shall not take part either in the discussion or 
decision relating to the giving of the authorization 
required under paragraph 1 within the supervisory 
organ. 
3. The general meeting shall be informed each year 
of the authorizations given under paragraph 1. 
4. Want of authorization by the supervisory organ 
or irregularity in the decision giving authorization Article 10 
1. Unchanged. 
2. Where a member of the management organ or 
supervisory organ becomes aware that such circum­
stances as are described in paragraph 1 obtain, he 
shall inform those two organs thereof. The interested 
member shall have the right to be heard but may not 
take part in the discussion or in the decision relating 
to the relevant agreement within the management 
organ or the decision relating to the giving of the 
authorization required under paragraph 1 within the 
supervisory organ. 
3. The general meeting shall be informed of the 
authorizations given under paragraph 1. 
4. Unchanged. 
No C 240/12 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
shall not be adduced as against third parties save 
where the company proves that the third party was 
aware of the want of authorization or of the irre­
gularity in the decision, or that in view of the circum­
stances he could not have been unaware thereof. 
Article 10a 
1. All members of the management and supervisory 
organs shall have the same rights and duties as other 
members of the same organ, without prejudice to 
provisions which make it possible for the functions of 
these organs to be allocated among their members. 
2. All the members of the management and 
supervisory organs shall carry out their functions in 
the interest of the company, having regard to the 
interests of the shareholders and employees. They 
shall exercise a proper discretion in respect of infor­
mation of a confidential nature concerning the 
company. This duty shall continue to apply even after 
they have ceased to hold office. 
Section 7 
Information of and authorization by the supervisory 
organ 
Article 11 
1. The management organ shall, not less than 
every three months, send to the supervisory organ a 
report on the progress of the company's affairs. 
2. The management organ shall, within three 
months following the end of each financial year, 
present to the supervisory organ the draft annual 
accounts and draft annual report within the meaning 
of Articles 2 and 43 of Directive .. . of ... 
3. The supervisory organ may at any time request 
from the management organ a special report on the 
affairs of the company or on certain aspects thereof. 
4. The supervisory organ or one-third of the 
members thereof shall be entitled to obtain from the 
management organ all information and relevant 
documents and to undertake all such investigations as 
may be necessary. The supervisory organ may 
authorize one or more of its members or one or more 
experts to exercise these powers. 
5. Each member of the supervisory organ shall be 
entitled to examine all reports, documents and infor­
mation supplied by the management organ to the 
supervisory organ. Article 11 
1. The management organ shall, not less than 
every three months, send to the supervisory organ a 
written report on the progress of the company's 
affairs. 
2. The management organ shall, within five 
months following the end of each financial year, 
present to the supervisory organ the draft annual 
accounts and draft annual report within the meaning 
of Articles 2 and 46 of Directive 78/660/EEC. 
3. At the request of the supervisory organ, the 
management organ shall furnish a special report on 
the affairs of the company or on certain aspects 
thereof. 
4. The supervisory organ shall be entitled to 
undertake or cause to be undertaken all investigations 
which may be necessary. At the request of at least 
one-third of the members of the supervisory organ the 
management organ shall furnish all information and 
documents necessary to the exercise of its supervision. 
5. Unchanged. 
9. 9. 83 Official Journal of the European Communities No C 240/13 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 12 
1. The authorization of the supervisory organ shall 
be obtained for decisions of the management organ 
relating to: 
(a) the closure or transfer of the undertaking or of 
substantial parts thereof; 
(b) substantial curtailment or extension of the 
activities of the undertaking; 
(c) substantial organizational changes within the 
undertaking; 
(d) establishment of long-term cooperation with 
other undertakings or the termination thereof. 
2. The law or the statutes may provide that the 
authorization of the supervisory organ must be 
obtained also for the effecting of other operations. 
3. The provisions of Article 10 (4) shall apply as 
regards third parties. Article 12 
1. Unchanged. 
Article 13 
1. The members of the management organ may be 
dismissed by the supervisory organ. 
2. The members of the supervisory organ may be 
dismissed at any time by the organs or persons who 
appointed them and under the same procedures. 
However, the members of the supervisory organ who 
were appointed by it under Article 4 (3) may be 
dismissed only where proper grounds for dismissal are 
found to exist by judgment of the court in 
proceedings brought in that behalf by the supervisory 
organ, the general meeting or the workers' rep­
resentatives. 
Article 14 
1. The laws of the Member States shall make such 
provision relating to the civil liability of the members 
of the management organ and of the supervisory 
organ as to ensure that, at minimum, compensation is 
made for all damage sustained by the company as a 
result of breaches of law or of the statutes or of other 
wrongful acts committed by the members of those 
organs in carrying out their duties. 
2. Each member of the organ in question shall be 
jointly and severally liable without limit. He may, 
however, exonerate himself from liability if he proves 
that no fault is attributable to him personally. 2. The law, the memorandum or the articles of 
association may provide that the authorization of the 
supervisory organ must be obtained also for the 
effecting of other operations. 
3. Unchanged. 
Section 8 
Dismissal of members of management and supervisory 
organs 
Article 13 
1. Unchanged. 
2. The members of the supervisory organ may be 
dismissed at any time by the organs or persons who 
appointed them and under the same procedures. 
However, the members of the supervisory organ who 
were appointed by it under Article 4c may be 
dismissed only where proper grounds for dismissal are 
found to exist by judgment of a court in proceedings 
brought by the supervisory organ, the general meeting 
or the employees' representatives. 
Section 9 
Civil liability 
Article 14 
1. The laws of the Member States shall make such 
provision relating to the civil liability of the members 
of the management organ and of the supervisory 
organ as to ensure that, at minimum, compensation is 
made for all damage sustained by the company as a 
result of breaches of law or of the memorandum or 
articles of association or of other wrongful acts 
committed by the members of those organs in 
carrying out their duties. 
2. Unchanged. 
No C 240/14 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
3. The provisions of the preceding paragraphs shall 
apply even where the powers vested in the organ have 
been allocated among its members. 
4. The authorization given by the supervisory 
organ shall not have the effect of exempting the 
members of the management organ from civil liability. 
5. Furthermore, any discharge, instruction or 
authorization given by the general meeting shall not 
have the effect of exempting the members of 
the management organ or of the supervisory organ 
from civil liability. 
Article 15 
1. Proceedings on behalf of the company to 
enforce the liability referred to in Article 14 shall be 
commenced if the general meeting so resolves. 
2. Neither the law nor the statutes may require for 
the passing of a resolution in that behalf a majority 
greater than an absolute majority of votes of the 
shareholders present or represented. 
Article 16 
It shall be provided that proceedings on behalf of the 
company to enforce the liability referred to in Article 
14 shall also be commenced if so requested by one or 
more shareholders: 
(a) who hold shares of a certain nominal value or 
proportional value which the Member States shall 
not require to be greater than 5 % of the capital 
subscribed; 
or 
(b) who hold shares of a certain nominal value or 
proportional value which the Member States shall 
not require to be greater than 100 000 units of 
account. This figure may vary up to not more 
than 10 % for purposes of conversion into 
national currency. 3. Unchanged. 
4. Unchanged. 
5. Unchanged. 
Article 15 
1. Unchanged. 
2. Neither the law nor the memorandum nor the 
articles of association may require for the passing of 
such a resolution a majority greater than an absolute 
majority of votes of the shareholders present or 
represented. 
Article 16 
1. It shall be provided that proceedings on behalf 
of the company to enforce the liability referred to in 
Article 14 may also be commenced if so requested on 
behalf of and also in the name of the company by one 
or more shareholders: 
(a) who hold shares of a certain nominal or 
accounting par value which the Member States 
shall not require to be greater than 5 % of the 
subscribed capital; 
or 
(b) who hold shares of a certain nominal or 
accounting par value which the Member States 
shall not require to be greater than 100 000 ECU. 
This figure may vary up to not more than 10 % 
for purposes of conversion into national currency. 
2. Should the court dismiss the proceedings 
referred to in paragraph 1, it may order the share­
holders concerned personally to pay all or part of the 
costs of the case where it considers that no reasonable 
grounds existed for commencing the proceedings. 
Article 17 
The bringing of proceedings on behalf of the 
company to enforce the liability referred to in Article 
14 shall not be made subject, whether by law, the 
statutes or any agreement: 
(a) to prior resolution of the general meeting or 
other organ of the company; 
or 
(b) to prior decision of the court in respect of 
wrongful acts of the members of the management Article 17 
1. The bringing of proceedings on behalf of the 
company to enforce the liability referred to in Article 
14 shall not be made subject, whether by law, the 
memorandum or articles of association or any 
agreement: 
(a) to prior resolution of the general meeting or 
other organ of the company; 
or 
(b) to prior decision of the court in respect of 
wrongful acts of the members of the management 
9. 9. 83 Official Journal of the European Communities No C 240/15 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
organ or of the supervisory organ, or in respect 
of the dismissal or replacement of members 
thereof. 
Article 18 
1. Renunciation by the company of the right to 
bring proceedings on behalf of the company to 
enforce the liability referred to in Article 14 shall not 
be implied: 
(a) from the sole fact that the general meeting has 
approved the accounts relating to the financial 
year during which the acts giving rise to damage 
occurred; 
(b) from the sole fact that the general meeting has 
given discharge to the members of the 
management organ or of the supervisory organ in 
respect of that financial year. 
2. For renunciation to take place the following 
minimum conditions must be satisfied: 
(a) an act giving rise to damage must actually have 
occurred; 
(b) the general meeting must expressly resolve to 
renounce; the resolution shall in no way affect 
the right conferred by Article 16 on one or more 
shareholders who satisfy the requirements of that 
Article, provided they voted against the resolution 
or made objection thereto which was recorded in 
the minutes. 
3. This Article shall apply to all compromises 
relating to the bringing of proceedings to enforce the 
liability aforesaid which have been agreed between 
the company and the member whose liability is in 
question. 
Article 19 
1. Proceedings on behalf of the company to 
enforce the liability referred to in Article 14 may also 
be brought by a creditor of the company who is 
unable to obtain payment from it. 
2. Action by the creditor under the preceding 
paragraph shall in no way be affected by such renunci­
ation or transactions as are referred to in Article 18. 
Article 20 
1. The Member States shall make such provision 
relating to the civil liability of the members of the 
management organ and of the supervisory organ as to 
ensure that compensation is made for all damage 
sustained personally by shareholders and third parties organ or of the supervisory organ, or in respect 
of the dismissal or replacement of members 
thereof. 
2. The provisions of the preceding paragraph shall 
not in any way prejudice the right of Member States 
to prescribe by law that the proceedings referred to in 
Article 16 may not be brought without prior 
permission from the court. The court may refuse such 
permission if it considers that the action is clearly 
unfounded. 
Article 18 
Unchanged. 
2. For renunciation to take place the following 
conditions must be satisfied: 
(a) an act giving rise to damage must actually have 
occurred; 
(b) the general meeting must expressly resolve to 
renounce; the resolution shall in no way affect 
the right conferred by Article 16 on one or more 
shareholders who satisfy the requirements of that 
Article, provided they voted against the resolution 
or made objection thereto which was recorded in 
the minutes. 
3. Unchanged. 
Article 19 
The provisions of Articles 14 to 18 shall in no way 
restrict the personal liability of members of the organs 
of the company towards shareholders personally and 
towards third parties, pursuant to the general civil law 
set down in national legislation. 
Article 20 
Deleted. 
No C 240/16 Official Journal of 
ORIGINAL PROPOSAL 
as a result of breaches of law or of the statutes or of 
other wrongful acts committed by the members of 
those organs in carrying out their duties. 
2. The provisions of Article 14 (2) to (5) shall 
apply. 
Article 21 
The period in which action to enforce the liability 
referred to in Articles 14, 19 or 20 may be brought 
shall not be less than three years from the date of the 
act giving rise to damage or, if the act has been 
dissembled, from the time when it has become 
known. le European Communities 9. 9. 83 
AMENDED PROPOSAL 
Article 21 
The period in which an action to enforce the claim 
for damages referred to in Article 14 may be brought 
shall not be less than three years from the date of the 
act giving rise to damage or, if the act has been 
dissembled, from the time when it has become 
known. 
CHAPTER IV 
THE ONE-TIER SYSTEM 
Section 1 
The administrative organ 
Article 21a 
1. (a) The company shall be managed by the 
executive members of an administrative organ 
under the supervision of the non-executive 
members of that organ. The number of non­
executive members shall be divisible by three 
and greater than the number of executive 
members. 
(b) The executive members of the administrative 
organ shall be appointed by the non-executive 
members acting if necessary by a majority. 
However, the executive members of the first 
administrative organ may be appointed in the 
memorandum or articles of association. 
2. Where the administrative organ has more than 
one executive member, the non-executive members, 
acting if necessary by a majority, shall specify which 
executive member is more particularly responsible for 
questions of personnel and employee relations. 
3. The provisions of this Article shall be without 
prejudice to national laws under which the 
appointment or dismissal of any member of the 
administrative organ cannot be effected against the 
wishes of the majority of the members of the 
administrative organ who were appointed by the 
employees. 
Article 21b 
1. In companies employing in the Community on 
average less than a number of persons which the 
Member States shall not fix at more than 1 000, the 
non-executive members shall be appointed by the 
general meeting. For the purposes of this calculation, 
Official Journal of the European Communities No C 240/17 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
persons employed by subsidiary undertakings of a 
company according to the legislation applicable to that 
company in conformity with Article 1 of Directive 
83/349/EEC shall be considered to be employees of 
that company. 
2. In respect of companies employing on average a 
number of persons which equals or exceeds the 
number fixed in accordance with paragraph 1, the 
Member States shall provide for employee partici­
pation in the appointment of the non-executive 
members of the administrative organ in accordance 
with Article 2Id. However, as an alternative to 
employee participation in accordance with this Article, 
Member States may provide for employee partici­
pation through a body representing the company's 
employees in accordance with Article 21e or through 
collectively agreed systems in accordance with Article 
2if. In all cases, Member States may provide that 
employee participation shall not be implemented in 
respect of a company when a majority of the 
employees has expressed its opposition to such partici­
pation. 
3. Where the average number of a company's 
employees rises above or falls below the number fixed 
in accordance with paragraph 1, that fact need not 
affect the application of paragraphs 1 or 2 until the 
average number of employees has exceeded or fallen 
below that number for two consecutive years. 
4. The non-executive members of the first 
administrative organ may be appointed in the 
memorandum or articles of association. 
Article 21c 
By way of derogation from Articles 21b (1) and 2Id, 
the laws of the Member States may provide that not 
more than one-third of the members of the 
administrative organ may be appointed otherwise than 
as provided in those articles. However, where Article 
2Id applies, the minimum employee representation 
therein specified shall always be respected unless the 
conditions specified in the last sentence of Article 21b 
(2) have been fulfilled. 
Section 2 
Employee participation in the appointment of non­
executive members of the administrative organ 
Article 21d 
1. The non-executive members of the ad­
ministrative organ shall be appointed by the general 
meeting as regards a maximum of two-thirds and by 
employees of the company as regards a minimum of 
one-third but subject to a maximum of one-half. 
No C 240/18 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. Where employees appoint one-half of the non­
executive members of the administrative organ, its 
voting procedures shall ensure that decisions of the 
non-executive members may ultimately be taken by 
the members appointed by the general meeting. 
Section 3 
Employee participation through a body representing 
company employees 
Article 21e 
1. A body representing the employees shall have the 
right in relation to the company administrative organ 
to regular information and consultation on the 
administration, situation, progress and prospects of the 
company, its competitive position, credit situation and 
investment plans. It shall also have the same rights to 
information as those conferred on the non-executive 
members of the administrative organ by Article 21r. 
2. In addition, in the cases referred to in Article 21s 
(1), the body representing the employees must be 
consulted before the administrative organ considers 
whether to grant authorization. Where the 
administrative organ does not comply with the opinion 
given, it shall communicate its reasons to the body 
representing the employees. The law or the 
memorandum or articles of association may make 
other operations subject to this duty of consultation. 
3. The second and third sentences of Article 21 q 
(2) shall apply to the members of the body 
representing the employees. 
4. The body representing the employees shall meet 
at regular intervals, and at least immediately prior to 
each meeting of the administrative organ, and shall be 
given all the documentation and information 
connected with the agenda of the meeting of the 
administrative organ needed for its deliberations. At 
the request of the body representing the employees, 
the chairman of the administrative organ or his deputy 
or an executive member of the administrative organ 
shall attend these meetings. 
Section 4 
Employee participation through collectively agreed 
systems 
Article 21 f 
1. Employee participation shall be regulated in 
accordance with collective agreements concluded 
between the company or an organization representing 
the company and organizations representing its 
employees. 
2. Collective agreements concluded pursuant to 
paragraph 1 shall respect the provisions of this Section 
and of Article 21 j and make provisions at least for 
9.9.83 Official Journal of the European Communities No C 240/19 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
employee participation in the administrative organ 
in accordance wirh Article 21g or for employee 
representation in accordance with Article 21h. 
Article 21g 
1. The non-executive member of the administrative 
organ shall be appointed in accordance with Article 
21d. 
2. Articles 21 j to 21 u shall apply. 
Article 2lh 
1. Employee representatives shall have the right in 
relation to the company's administrative organ to 
regular information and consultation on the 
administration, progress and prospects of the 
company, its competitive position, credit situation, and 
investment plans. They shall also have the same rights 
to information as those conferred on the non­
executive members of the administrative organ by 
Article 21r. 
2. In addition, in the cases referred to in Article 
21s, the law or the collective agreements concluded 
pursuant to Article 2lf (1) shall provide at least that 
employee representatives must be consulted before the 
administrative organ considers whether to grant auth­
orization. Where the administrative organ does not 
comply with the opinion given, it shall communicate 
its reasons to the employee representatives. The law, 
the collective agreements or the memorandum or 
articles of association may make other operations 
subject to this duty of consultation. 
3. The second and third sentences of Article 21q 
(2) shall apply to employee representatives who 
receive information of a confidential nature pursuant 
to paragraphs 1 and 2. 
4. Article 21e (4) shall apply to the employee 
representatives. 
Article 21i 
1. The Member States shall provide that, where 
collective agreements are not concluded pursuant to 
Article 2 if before the end of a period of not more 
than one year after the expiry of the period referred 
to in Article 64 (2), employee participation shall be 
regulated in accordance with Article 2Id or 21e. 
2. The Member States shall further provide that, 
where a collective agreement concluded pursuant to 
Article 2If comes to an end and a subsequent 
agreement is not concluded within a period of one 
year, employee participation shall be regulated in 
accordance with Article 2id or 2le. 
No C 240/20 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Section 5 
Principles as to appointment of employee represen­
tatives 
Article 21 j 
To the extent that the employees must participate in 
the appointment of non-executive members of the 
administrative organ in accordance with Article 2id, 
or through a body representing the employees in 
accordance with Article 21e, or through collectively 
agreed systems in accordance with Article 2 if, the 
Member States shall ensure that the following 
principles are observed: 
(a) the relevant members of the administrative organ 
and representatives of the employees shall be 
elected in accordance with systems of proportional 
representation ensuring that minorities are 
protected; 
(b) all employees must be able to participate in the 
elections; 
(c) the elections shall be by secret ballot; 
(d) free expression of opinion shall be guaranteed. 
Section 6 
Members of the administrative organ 
Article 21k 
1. Only natural persons may be appointed as 
executive members of the administrative organ. 
2. Where the laws of the Member States provide 
that legal persons may be non-executive members of 
the administrative organ, those legal persons shall 
designate a permanent representative who shall be 
subject to the same conditions and obligations as if he 
were personally a member of the administrative organ, 
but without prejudice to the liability of the legal 
person which he represents. 
Article 211 
No person may be at the same time an executive and a 
non-executive member of the administrative organ. 
Article 21m 
1. The non-executive members of the ad­
ministrative organ shall be appointed for a specified 
period not exceeding six years. They shall be eligible 
for reappointment. 
2. In respect of companies employing on average a 
number of persons which equals or exceeds the 
number fixed in accordance with Article 21b (1), the 
executive members of the administrative organ shall 
be appointed for a specified period not exceeding six 
years. They shall be eligible for reappointment. 
9.9.83 Official Journal of the European Communities No C 240/21 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 2 In 
Neither the executive nor the non-executive members 
of the administrative organ shall fix their own 
remuneration. The executive members of the 
administrative organ shall not fix the remuneration of 
the non-executive members of the administrative 
organ. 
Article 21o 
1. The executive members of the administrative 
organ shall not, without the authorization of the non­
executive members, carry on within another under­
taking any activity, whether remunerated or not, for 
their own account or for account of any other person. 
2. The general meeting shall be informed of the 
authorizations given. 
3. Before a natural person can be appointed a non­
executive member of the administrative organ, the 
organs or persons which are empowered to make 
appointments shall 1>e informed of any activity carried 
on by that person within another undertaking, 
whether remunerated or not, for his own account or 
for the account of any other person. 
Article 21p 
1. Every agreement to which the company is party 
and in which a member, whether executive or non­
executive of the administrative organ has an interest, 
even if only indirect, shall require the authorization at 
least of the non-executive members of the 
administrative organ. 
2. Where an executive or non-executive member of 
the administrative organ becomes aware that such 
circumstances as are described in paragraph 1 obtain, 
he shall inform the administrative organ thereof. The 
interested member shall have the right to be heard but 
may not take part in the discussion or in the decision 
of the executive members relating to the relevant 
agreement or in the decision of the non-executive 
members of the administrative organ relating to the 
giving of the authorization referred to in paragraph 1. 
3. The general meeting shall be informed of the 
authorizations given under paragraph 1. 
4. Want of authorization by the administrative 
organ or irregularity in the decision giving author­
ization shall not be adduced as against third parties 
save where the company proves that the third party 
was aware of the want of authorization or of the irreg­
ularity in the decision, or that in view of the circum­
stances he could not have been unaware thereof. 
Article 21q 
1. All the executive members of the administrative 
organ shall have the same rights and duties, without 
No C 240/22 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
prejudice to provisions making it possible for the 
functions of this organ to be allocated amongst its 
members. The same shall apply to the non-executive 
members. 
2. All the members of the administrative organ 
shall carry out their functions in the interest of the 
company, having regard to the interest of the share­
holders and the employees. They shall exercise a 
proper discretion in respect of information of a 
confidential nature concerning the company. This duty 
shall continue to apply even after they have ceased to 
hold office. 
Section 7 
Information of, and authorization by, the non­
executive members of the administrative organ 
Article 21r 
1. The executive members of the administrative 
organ shall, not less than every three months, present 
to the non-executive members a written report on the 
progress of the company's affairs. 
2. The executive members of the administrative 
organ shall, within five months following the end of 
each financial year, present to the non-executive 
members the draft annual accounts and draft annual 
report within the meaning of Articles 2 and 46 of 
Directive 78/660/EEC. 
3. At the request of the non-executive members of 
the administrative organ, the executive members shall 
furnish a special report on the affairs of the company 
or on certain aspects thereof. 
4. The non-executive members of the 
administrative organ shall be entitled to undertake or 
cause to be undertaken all investigations which may be 
necessary. At the request of at least one-third of the 
non-executive members, the executive members shall 
furnish all information and documents necessary to 
the exercise of their supervision. 
5. Each non-executive member of the 
administrative organ shall be entitled to examine all 
reports, documents and information supplied by the 
executive members to another non-executive member. 
Article 21s 
1. The administrative organ shall not be able to 
delegate power to decide on the following operations: 
(a) the closure or transfer of the undertaking or of 
substantial parts thereof; 
9. 9. 83 Official Journal of the European Communities No C 240/23 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
(b) substantial curtailment or extension of the 
activities of the undertaking; 
(c) substantial organizational changes within the 
undertaking; 
(d) establishment of long-term cooperation with other 
undertakings or the termination thereof. 
2. The law or the memorandum or articles of 
association may prohibit delegation of the power to 
decide on other operations. 
3. The provisions of Article 21p (4) shall apply as 
regards third parties. 
Section 8 
Dismissal of members of the administrative organ 
Article 211 
1. The executive members of the administrative 
organ may be dismissed by the non-executive members 
acting by majority. 
2. The non-executive members of the ad­
ministrative organ may be dismissed at any time by the 
organs or persons who appointed them and under the 
same procedures. 
Section 9 
Civil liability 
Article 21u 
The provisions of Articles 14 to 21 shall apply to the 
executive and non-executive members of the 
administrative organ. 
CHAPTER III 
GENERAL MEETING 
Article 22 
1. The general meeting shall be convened at least 
once each year. 
2. It may be convened at any time by the 
management organ. 
Article 23 
1. It shall be provided that one or more share­
holders who satisfy the requirements of Article 16 
may request the company to convene the general 
meeting and settle the agenda therefor. 
2. If, following a request made under paragraph 1, 
no action has been taken by the company within one 
month, the competent court must have power to CHAPTER V 
GENERAL MEETING 
Article 22 
1. Unchanged. 
2. It may be convened at any time by the 
management organ or by the executive members of 
the administrative organ. 
Article 23 
1. It shall be provided that one or more share­
holders who satisfy the requirements of Article 16 (1) 
may request the company to convene the general 
meeting and settle the agenda therefor. 
2. Unchanged. 
No C 240/24 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
convene the general meeting or to authorize it to be 
convened either by the shareholders who requested 
that it be convened or by their agents. 
Article 24 
1. The laws of the Member States may provide 
that the general meeting of a company all of whose 
shares are registered may be convened by notice sent 
by registered letter. In every other case the meeting 
shall be convened by notice published at least in the 
company's national gazette designated in that behalf 
pursuant to Article 3 (4) of Directive 68/151/EEC of 
9 March 1968. 
2. The notice shall contain the following par­
ticulars at least: 
(a) the name of the company and the address of its 
registered office; 
(b) the place and date of the meeting; 
(c) the type of general meeting (ordinary, extra­
ordinary or special); 
(d) a statement of the formalities, if any, prescribed 
by the statutes for attendance at the general 
meeting and for the exercise of the right to vote; 
(e) any provisions of the statutes which require the 
shareholder, where he appoints an agent, to 
appoint a person who falls within certain specified 
categories of persons; 
(f) the agenda; 
(g) the wording of proposed resolutions concerning 
each of the items on the agenda. 
3. The length of the period between the date of 
dispatch by registered letter of the first notice of 
meeting and the date of the first meeting of the 
general meeting shall be not less than two weeks, and 
the length of the period between the date of first 
publication of the notice of meeting and the date of 
the first meeting of the general meeting shall be not 
less than one month. 
Article 25 
1. It shall be provided that one or more share­
holders who satisfy the requirements of Article 16 
may request that one or more new items be included 
in the agenda of a general meeting of which notice 
has already been given. 
2. Requests for inclusion of new items in the 
agenda shall be sent to the company within five days 
following the date of dispatch by registered letter of 
the first notice of general meeting or within 10 days Article 24 
1. (a) The laws of the Member States may provide 
that the general meeting of a company all of 
whose shares are registered may be convened 
by notice sent by any means of communi­
cation which permits verification that it has 
been sent to every shareholder and the date 
on which it was sent. 
(b) In every other case the meeting shall be 
convened by notice published at least in the 
national gazette designated pursuant to Article 
3 (4) of Directive 68/151/EEC. 
2. (a) to (c) unchanged; 
(d) a statement of the formalities, if any, prescribed 
by the memorandum or articles of association for 
attendance at the general meeting and for the 
exercise of the right to vote; 
(e) any provisions of the memorandum or articles of 
association which require the shareholder, where 
he appoints an agent, to appoint a person who 
falls within certain specified categories of 
persons; 
(f) and (g) unchanged. 
3. The length of the period between the date of 
either the dispatch of the first notice of general 
meeting by the means referred to in paragraph 1 (a), 
or the first publication of the notice of general 
meeting in accordance with paragraph 1 (b), and the 
date of the first general meeting shall be not less than 
21 days. 
Article 25 
1. It shall be provided that one or more share­
holders who satisfy the requirements of Article 16 (1) 
may request that one or more new items be included 
in the agenda of a general meeting of which notice 
has already been given. 
2. Requests for inclusion of new items in the 
agenda shall be sent to the company within seven 
days following the date of either dispatch of the first 
notice of general meeting by the means referred to in 
9.9.83 Official Journal of the European Communities No C 240/25 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
following the first publication of the notice of general 
meeting. 
3. The items whose inclusion in the agenda has 
been requested under the last foregoing paragraph 
shall be communicated or published in the same way 
as the notice of meeting, not less than five days or 10 
days, respectively, before the meeting. 
Article 26 
Every shareholder who has completed the formalities 
prescribed by law or by the statutes shall be entitled 
to attend the general meeting. 
Article 27 
1. Every shareholder shall be entitled to appoint a 
person to represent him at the general meeting. 
2. The statutes may restrict the choice of rep­
resentative to one or more specified categories of 
persons. Every shareholder must, however, have the 
right to appoint another shareholder to represent him. 
3. The appointment shall be made in writing which 
shall be sent to the company and be retained by it for 
not less than three years. Article 24 (1) (a) or the first publication of the notice 
of general meeting in accordance with Article 24 
(i) 0>). 
3. Items whose inclusion in the agenda has been 
requested under paragraph 2 shall be communicated 
or published in the same way as the notice of 
meeting, not less than seven days before the meeting. 
Article 26 
Every shareholder who has completed the formalities 
prescribed by law or by the memorandum and articles 
of association shall be entitled to attend the general 
meeting. 
Article 27 
1. Unchanged. 
2. The memorandum or articles of association may 
restrict the choice of representative to one or more 
specified categories of persons. Every shareholder 
must, however, have the right to appoint another 
shareholder to represent him. 
3. The appointment shall be made in writing, sent 
to the company and be retained by it for not less than 
three years from the date of the general meeting. 
Article 28 
1. If any person publicly invites shareholders to 
send their forms of proxy to him and offers to 
appoint agents for them, Article 27 and the following 
provisions shall apply: 
(a) the appointment shall relate only to one meeting; 
it shall, however, be valid for a second meeting 
having the same agenda; 
(b) the appointment shall be revocable; 
(c) the invitation shall be sent in writing to every 
shareholder whose name and permanent address 
are known; 
(d) the invitation shall contain the following par­
ticulars ar least: 
(aa) the agenda of the meeting; 
(bb) the wording of proposed resolutions 
concerning each of the items on the agenda; 
(cc) a statement to the effect that the documents 
referred to in Article 30 are available to any 
shareholder who requests them; 
(dd) a request for instructions concerning the 
exercise of the right to vote in respect of 
each item on the agenda; 
(ee) a statement of the way in which the agent 
will exercise the right to vote if the 
shareholder gives no instructions; Article 28 
1. Where national law allows any person to 
publicly invite shareholders to send their forms of 
proxy to him and to offer to appoint agents for them, 
Article 27 and the following provisions shall apply: 
(a) to (g) unchanged. 
No C 240/26 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL 
(e) the right to vote shall be exercised in accordance 
with the instructions of the shareholder or, if 
none are given by him, in accordance with the 
statement made to the shareholder; 
(f) the agent may, however, depart from the 
instructions given by the shareholder or from the 
statement made to him if circumstances arise 
which were not known at the time the 
instructions or invitation were sent and the 
interests of the shareholder might be detri­
mentally affected; 
(g) where the right to vote has been exercised in a 
manner contrary to the shareholder's instructions 
or to the statement made to him, the agent shall 
forthwith inform the shareholder and explain the 
reasons therefor. 
2. The provisions of the foregoing paragraph shall 
apply where the company invites the shareholder to 
send his form of proxy to it and it appoints an agent 
for him. 
Article 29 
A list of persons present shall be drawn up in respect 
of each general meeting before any business is 
transacted. The list shall contain the following 
particulars at least: 
(a) the name and permanent address of each 
shareholder present; 
(b) the name and permanent address of each 
shareholder represented and of the person 
representing him; 
(c) the number, class, nominal or proportional value 
and number of votes attaching to the shares of 
each shareholder present or represented. 
Article 30 
1. The documents relating to the annual accounts 
within the meaning of Article 2(1) of Directive ... of 
...(') together with the report of the persons 
responsible for auditing the accounts (Article 60 of 
this Directive) shall be available to every shareholder 
at latest from the date of dispatch or of publication of 
the notice of general meeting convened to examine or 
adopt the annual accounts and the appropriation of 
the results of the financial year 
(') OJNoC7, 28. 1. 1972. AMENDED PROPOSAL 
2. Unchanged. 
Article 29 
Unchanged. 
(a) unchanged; 
(b) unchanged; 
(c) the number, class and nominal value, or in the 
absence of a nominal value, the accounting par 
value and the number of votes attaching to the 
shares of each shareholder present or represented. 
Article 30 
1. The annual accounts within the meaning of 
Article 2 (1) of Directive 78/660/EEC, the proposed 
appropriation of profit or treatment of loss where it 
docs not appear in the annual accounts, the annual 
report within the meaning of Article 46 of Directive 
78/660/EEC, and the opinion of the persons 
responsible for auditing die accounts within the 
meaning of Article 58 (2) of this Directive shall be 
available to every shareholder at the latest from the 
date of dispatch or publication of the notice of general 
meeting convened to adopt the annual accounts and to 
decide on the appropriation of profit or treatment of 
loss or, where it is not competent to adopt the annual 
accounts, solely to decide on the appropriation of 
profit or treatment of loss. Every shareholder shall be 
able to obtain a copy of such documents free of 
charge upon request. From that same date, the report 
of the persons responsible for auditing the accounts 
within the meaning of Article 60 of this Directive shall 
be made available to any shareholder wishing to 
9. 9. 83 Official Journal of the European Communities No C 240/27 
ORIGINAL PROPOSAL 
2. Paragraph 1 shall apply also to contracts in 
respect of which the approval of the general meeting 
is required. 
Article 31 
1. Every shareholder who so requests at a general 
meeting shall be entitled to obtain correct information 
concerning the affairs of the company if such infor­
mation is necessary to enable an objective assessment 
to be made of the items on the agenda. 
2. The management organ shall supply the infor­
mation. 
3. The communication of information may be 
refused only where: 
(a) communication might cause material detriment to 
the company; 
or 
(b) the company is under legal obligation not to 
divulge the information in question. 
4. Disputes as to whether a refusal to supply infor­
mation was justified shall be determined by the court. 
Article 32 
1. The general meeting shall not pass any 
resolution concerning items which do not appear on 
the agenda. 
2. Paragraph 1 shall not apply provided all the 
shareholders are present or are represented at the 
general meeting and no shareholder requires his 
objection that the business in question should not be 
discussed to be recorded in the minutes. 
3. It shall, however, be permissible for the Member 
States not to apply paragraph 1 to resolutions relating 
to the following matters: 
(a) dismissal of members of the management organ 
or supervisory organ or of the persons responsible 
for auditing the accounts, provided that at the 
same meeting of the general meeting other 
persons are appointed to replace them; 
(b) the bringing of proceedings on behalf of the 
company to enforce the liability of the members 
of the management organ or of the supervisory 
organ, provided that the annual accounts have 
been discussed or been the subject of a resolution 
at the same meeting; 
(c) the calling of a new meeting. 
Article 33 
1. The shareholder's right to vote shall be pro­
portionate to the fraction of capital subscribed which 
the share represents. AMENDED PROPOSAL 
consult it at the company's registered office and at the 
place where the general meeting is to be held. 
2. The first and second sentences of paragraph 1 
shall also apply to contracts in respect of which the 
approval of the general meeting is required. 
Article 31 
1. Unchanged. 
2. The management organ or the executive 
members of the administrative organ shall supply the 
information. 
3. The communication of information may only be 
refused where: 
(a) it would be seriously prejudicial to the company; 
or 
(b) the company is under a legal obligation not to 
divulge the information in question. 
4. Unchanged. 
Article 32 
1. Unchanged. 
2. Unchanged. 
3. It shall, however, be permissible for the Member 
States not to apply paragraph 1 to resolutions relating 
to the following matters: 
(a) deleted; 
(b) the bringing of proceedings on behalf of the 
company to enforce the liability of the members 
of the administrative, management or supervisory 
organ, provided that the annual accounts have 
been discussed or have been the subject of a 
resolution at the same meeting. 
(c) unchanged. 
Article 33 
1. The shareholder's right to vote shall be pro­
portionate to the fraction of the subscribed capital 
which the shares represent. 
No C 240/28 Official Journal of the European Communities 9. 9. 83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. Notwithstanding paragraph 1, the laws of the 
Member States may authorize the statutes to allow: 
(a) restriction or exclusion of the right to vote in 
respect of shares which carry special advantages; 
(b) restriction of votes in respect of shares allotted to 
the same shareholder, provided the restriction 
applies at least to all shareholders of the same 
class. 
3. In no case may the right to vote be exercised 
where payment up of calls made by the company has 
not been effected. 2. Notwithstanding paragraph 1, the laws of the 
Member States may authorize the memorandum and 
the articles of association to allow: 
(a) and (b) unchanged. 
3. Any shareholder who, at the date of the general 
meeting, has not paid up calls made by the company at 
least one month earlier may not exercise his right to 
vote. 
Article 34 
Neither a shareholder nor his representative shall 
exercise the right to vote attached to his shares or to 
shares belonging to third persons where the subject 
matter of the resolution relates to: 
(a) discharge of that shareholder; 
(b) rights which the company may exercise against 
that shareholder; 
(c) the release of that shareholder from his 
obligations to the company; 
(d) approval of contracts made between the company 
and that shareholder. 
Article 35 
Agreements whereby a shareholder undertakes to 
vote in any of the following ways shall be void: 
(a) that he will always follow the instructions of the 
company or of one of its organs; 
(b) that he will always approve proposals made by 
the company or by one of its organs; 
(c) that he will vote in a specified manner, or abstain, 
in consideration of special advantages. 
Article 36 
1. Resolutions of the general meeting shall be 
passed by absolute majority of votes cast by all the 
shareholders present or represented, unless a greater 
majority or other requirements be prescribed by law 
or by the statutes. 
2. The foregoing paragraph shall not apply to the 
appointment of members of the management organ or 
of the supervisory organ or of the persons responsible 
for auditing the accounts of the company. 
Article 37 
1. A resolution of the general meeting shall be 
required for any alteration of the statutes. Article 34 
Unchanged. 
Article 35 
Unchanged. 
Article 36 
1. Resolutions of the general meeting shall be 
passed by absolute majority of votes cast by all the 
shareholders present or represented, unless a greater 
majority or other additional requirements are pres­
cribed by the law or the memorandum or articles of 
association. 
2. Paragraph 1 shall not apply to the appointment 
of members of the company organs or of the persons 
responsible for auditing the accounts of the company. 
Article 37 
1. A resolution of the general meeting shall be 
required for any alteration of the memorandum or 
articles of association. 
9. 9. 83 Official Journal of the European Communities No C 240/29 
ORIGINAL PROPOSAL 
2. The laws of the Member States may, however, 
provide that the general meeting may authorize 
another organ of the company to alter the statutes, 
provided: 
(a) the alteration is effected only for the purpose of 
giving effect to a resolution already passed by the 
general meeting; 
or 
(b) the alteration is imposed by an administrative 
authority whose approval is necessary in order for 
alterations of the statutes to be valid; 
(c) the alteration is effected solely in order that the 
statutes comply with compulsory provisions of 
law. 
Article 38 
The complete text of the statutes which is to be put 
before the general meeting shall be set out in the 
notice of meeting. 
Article 39 
1. A majority of not less than two-thirds either of 
votes carried by shares represented at the meeting or 
of the capital subscribed which is represented thereat 
shall be required for the passing by the general 
meeting of resolutions altering the statutes. 
2. Where, however, the laws of the Member States 
provide that the general meeting may validly transact 
business only if at least one-half of the capital sub­
scribed is represented, resolutions for alteration of the 
statutes shall require a majority not less than that 
required under Article 36. 
3. Resolutions of the general meeting which would 
have the effect of increasing the liabilities of the 
shareholders shall require in any event the approval 
of all shareholders involved. 
Article 40 
1. A resolution of the general meeting shall, where 
the share capital is divided into different classes and 
the resolution is detrimental to the holder of shares of 
those classes, be valid only if consented to by separate 
vote at least of each class. 
2. Article 39 shall apply. AMENDED PROPOSAL 
2. The laws of the Member States may, however, 
provide that the general meeting may authorize 
another organ of the company to alter the 
memorandum or articles of association, provided: 
(a) unchanged; 
(b) the alteration is imposed by an administrative 
authority whose approval is necessary in order for 
alterations of the memorandum or articles of 
association to be valid; 
(c) the alteration is effected solely in order that the 
memorandum and articles of association comply 
with compulsory provisions of law. 
Article 38 
1. The complete text of the alteration to the 
memorandum or articles of association which is to be 
put before the general meeting shall be set out in the 
notice of meeting. 
2. The laws of the Member States may, however, 
provide that if the general meeting is convened by 
notice published pursuant to Article 24 (1) (b), the 
text of the alteration referred to in paragraph 1 shall 
be made available to shareholders at the latest from 
the date of publication. Every shareholder shall be 
able to obtain a copy of such text free of charge upon 
request. 
Article 39 
1. A majority of not less than two-thirds either of 
votes carried by shares represented at the meeting or 
of the subscribed capital which is represented thereat 
shall be required for the passing by the general 
meeting of resolutions altering the memorandum or 
articles of association. 
2. The laws of the Member States may, however, 
provide that where at least half of the subscribed 
capital is represented, the majority provided for in 
Article 36 (1) shall suffice. 
3. Unchanged. 
Article 40 
1. Where the share capital is divided into different 
classes, a resolution of the general meeting shall be 
valid only if consented to by separate vote at least of 
each class of shareholders whose rights are affected by 
the resolution in question. 
2. Unchanged. 
No C 240/30 Official Journal of the European Communities 9. 9. 83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 41 
1. Minutes shall be prepared of every meeting of 
the general meeting. 
2. The minutes shall contain the following par­
ticulars at least: 
(a) the place and date of the meeting; 
(b) the resolutions passed; 
(c) the result of the voting; 
(d) objections made by shareholders to discussion of 
particular items of business. 
3. There shall be annexed to the minutes: 
(a) the list of persons present; 
(b) the documents relating to the calling of the 
general meeting. 
4. The minutes and the documents annexed thereto 
shall be held at the disposal at least of the share­
holders and shall be kept for not less than three years. Article 41 
Unchanged. 
Article 42 
The Member States shall ensure that, without 
prejudice to rights acquired in good faith by third 
parties, all resolutions of the general meeting are void 
or voidable where: 
(a) the general meeting was not called in conformity 
with Article 24 (1), (2) (b) and (d) and (3); 
(b) the subject matter of the resolution was not 
communicated and published in conformity with 
Article 24 (2) (f) or Article 25 (3), but without 
prejudice to the provisions of Article 32 (2) 
or (3); 
(c) contrary to Article 26, a shareholder was not 
allowed to attend the general meeting; 
(d) contrary to Article 30, a shareholder was unable 
to examine a document or, contrary to Article 31, 
information was refused to him; 
(e) in the course of transacting business, the 
provisions of Articles 33 and 34 relating to the 
exercise of the right of vote were not observed 
and as a result thereof the outcome of the vote 
was decisively affected; 
(f) the majority required under Articles 36 or 39 was 
not obtained. Article 42 
Unchanged. 
(a) to (f) unchanged; 
(g) contrary to Article 40 (1), the separate vote did 
not take place. 
9. 9. 83 Official Journal of the European Communities No C 240/31 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 43 
Proceedings under Article 42 for nullity or voidability 
may be brought at least: 
(a) in the case of Article 42 (a), by any shareholder 
who was not present or represented at the general 
meeting; 
(b) in the case of Article 42 (b), by any shareholder 
unless he was present or represented at the 
general meeting but did not cause to be recorded 
in the minutes his objection that the business in 
question should not be discussed; 
(c) in the case of Article 42 (c), by any shareholder 
who was not allowed to attend the general 
meeting; 
(d) in the case of Article 42 (d), by any shareholder 
who was unable to examine any document or to 
whom information was refused; 
(e) in the case of Article 42 (e), by any shareholder 
who was excluded from voting or who disputes 
the right to vote of some other shareholder who 
voted; 
(f) in the case of Article 42 (f), by any shareholder. Article 43 
Unchanged. 
(a) to (f) unchanged; 
(g) in the case of Article 42 (g), by any shareholder 
belonging to the class of shareholders whose rights 
were affected by the resolution of the general 
meeting. 
Article 44 
Proceedings for nullity or voidability shall be brought 
within a period which the Member States shall fix at 
not less than three months nor more than one year 
from the time when the resolution of the general 
meeting could be adduced as against the person who 
claims that the resolution is void or voidable. Article 44 
Unchanged. 
Article 45 
A resolution of the general meeting shall not be 
declared void where it has been replaced by another 
resolution passed in conformity with the law or the 
statutes. The competent court must have power to 
allow the company time to do this. Article 45 
A resolution of the general meeting shall not be 
declared void where it has been replaced by another 
resolution passed in conformity with the law or 
memorandum and articles of association. The 
competent court must have power to allow the 
company time to do this. 
Article 46 
The question whether a decision of nullity pro­
nounced by a court of law in respect of a resolution 
of the general meeting may be relied on as against 
third parties shall be governed by Article 12 (1) of 
Directive 68/151/EEC of 9 March 1968. Article 46 
1. Any judgment declaring a resolution of the 
general meeting void shall be published in the manner 
prescribed by the laws of each Member State in 
accordance with Article 3 of Directive 68/151/EEC. 
No C 240/32 Official Journal of the European Communities 9. 9. 83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 47 
Where the laws of the Member States provide for 
special meetings of holders of certain classes of 
shares, the provisions of Chapter 3 shall apply to such 
meetings and to the resolutions thereof. 2. The question whether a judgment declaring a 
resolution of the general meeting void may be relied 
on as against third parties shall be decided in 
accordance with Article 12 (1) of Directive 68/151/ 
EEC. 
Article 47 
Where the laws of the Member States provide for 
special meetings of holders of certain classes of 
shares, the provisions of Chapter V shall apply 
mutatis mutandis to such meetings and to the 
resolutions thereof. 
CHAPTER IV 
The adoption and audit of the annual accounts 
Article 48 
1. The annual accounts within the meaning of 
Article 2 of Directive ... of ... shall be adopted by 
the general meeting. 
2. The laws of the Member States may, however, 
provide that the annual accounts shall be adopted not 
by the general meeting but by the management organ 
and the supervisory organ, unless those two organs 
decide otherwise or fail to agree. 
Article 49 
1. Five per cent of the result for each year, reduced 
where appropriate by losses brought forward from 
previous years, shall be appropriated to legal reserve 
until that reserve amounts to not less than 10 % of 
the capital subscribed. 
2. So long as the legal reserve does not exceed the 
amount specified in the foregoing paragraph, it shall 
not be used except to set off losses and then only if 
other reserves are inadequate for that purpose. 
Article 50 
1. The general meeting shall decide how the result 
for each year, reduced where appropriate by the 
amount of the losses brought forward from previous 
years, are to be appropriated. CHAPTER VI 
The adoption and audit of the annual accounts 
Article 48 
1. The annual accounts within the meaning of 
Article 2 of Directive 78/660/EEC shall be adopted 
by the general meeting. 
2. The laws of the Member States may, however, 
provide that in companies organized according to the 
two-tier system, the annual accounts shall be adopted 
not by the general meeting but by the management 
organ and the supervisory organ, unless those two 
organs decide otherwise or do not reach agreement 
on adoption of the annual accounts. 
Article 49 
1. Five per cent of any profit for the financial year, 
reduced where appropriate by losses brought forward, 
shall be appropriated to a legal reserve until that 
reserve amounts to not less than 10 % of the sub­
scribed capital. 
2. So long as the legal reserve does not exceed the 
amount specified in the foregoing paragraph, it shall 
not be used except to increase the subscribed capital 
or to set off losses and then only if other available 
reserves are inadequate for those purposes. 
3. Pending subsequent coordination, the Member 
States need not apply this Article to Investment 
Companies with Variable Capital as defined in Article 
1 (2) of Directive 77/91/EEC. 
Article 50 
1. The general meeting shall decide how the profit 
or loss for the financial year, increased where appro­
priate by profits brought forward and drawings from 
reserves available for that purpose, and reduced where 
appropriate by losses brought forward and amounts 
taken to reserves in accordance with the law or the 
memorandum or articles of association, is appro­
priated or treated. 
9. 9. 83 Official Journal of the European Communities No C 240/33 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. The statutes may, however, provide for the 
appropriation of a maximum of 50 % of the result 
referred to in paragraph 1. 
Article 51 
1. One of more persons shall be made responsible 
for auditing the accounts of the company. 
2. The audit shall in any event cover the annual 
accounts within the meaning of Article 2 of Council 
Directive ... of ... and the annual report within the 
meaning of Article 43 of that Directive. 
Article 52 
Only persons who are independent of the company 
and who are nominated or approved by a judicial or 
administrative authority may be charged with the 
responsibility of auditing the accounts of the 
company. 
Article 53 
1. The audit of the accounts shall in no case be 
undertaken by persons who are members, or who 
during the last three years have been members, of the 
management organ, supervisory organ or staff of the 
company whose accounts are to be audited. 
2. Further, the audit of the accounts shall in no 
case be undertaken by companies or firms whose 
members or partners, members of the management 
organ or supervisory organ, or of which the persons 
who have power of representation are members, or 
during the last three years have been members, of the 
management organ, supervisory organ or staff of the 
company whose accounts are to be audited. 
Article 54 
1. The persons who have audited the accounts 
shall in no case be or, for a period of three years 
following cessation of their duties, become members 
of the management organ, supervisory organ or staff 
of the company whose accounts have been audited. 
2. «Further, the members or partners, members of 
the management organ or supervisory organ or the 
persons who have power of representation of the 
companies or firms who have audited the accounts 
shall in no case become members of the management 
organ, supervisory organ or staff of the company 
whose accounts have been audited, less than three 
years after cessation of their duties. 
Article 55 
1. The persons who are to audit the accounts shall 
be appointed by the general meeting. This Directive 2. The memorandum or articles of association 
may, however, provide for the appropriation of a 
maximum of 50 % of any profit referred to in 
paragraph 1. 
Article 51 
Deleted. 
Article 52 
Deleted. 
Article 53 
1. The audit of the accounts shall in no case be 
undertaken by persons who are members, or who 
during the last three years have been members, of the 
administrative, management or supervisory organs, or 
of the staff of the company whose accounts are to be 
audited. 
2. Further, the audit of the accounts shall in no 
case be undertaken by companies or firms whose 
members or partners, members of the administrative, 
mangement or supervisory organs, or of which the 
persons who have power of representation are 
members, or during the last three years have been 
members, of the administrative, management or 
supervisory organ or staff of the company whose 
accounts are to be audited. 
Article 54 
1. The persons who have audited the accounts 
shall in no case become members of the 
adminsitrative, management or supervisory organs or 
of the staff of the company whose accounts have been 
audited less than three years after cessation of their 
duties. 
2. Further, the partners, members of the 
administrative, management or supervisory, organs, or 
the persons having the power of representation of the 
companies or firms who have audited the accounts 
shall in no case become members of the 
administrative, management or supervisory organ or 
of the staff of the company whose accounts have been 
audited less than three years after cessation of their 
duties. 
Article 55 
1. Unchanged. 
No C 240/34 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL 
shall, however, be without prejudice to the provisions 
of law of the Member States relating to the 
appointment of such persons at the time of formation 
of the company. 
2. Where appointment by the general meeting has 
not been made in due time or where any of the 
persons appointed is unable to carry out his duties, 
the management organ, the supervisory organ or any 
shareholder must have the right to apply to the court 
for appointment of one or more persons to audit the 
accounts. 
3. Further, the court must have power to dismiss, 
where there are proper grounds, any person 
appointed by the general meeting to audit the 
accounts, and must also have power to appoint some 
other person for that purpose if application is made 
by the management organ, supervisory organ or by 
one or more shareholders who satisfy the 
requirements of Article 16. 
Such application shall be made within two weeks 
following the date of the appointment by the general 
meeting. 
Article 56 
The persons who audit the accounts shall be 
appointed for a period certain of not less than three 
years nor more than six years. They shall be eligible 
for reappointment. 
Article 57 
1. The remuneration of the persons appointed by 
the general meeting to audit the accounts shall be 
fixed for the whole of their period of office before it 
commences. 
2. Apart from the remuneration fixed pursuant to 
paragraph 1, no remuneration or benefit shall be 
accorded to the persons in question in respect of their 
auditing of the accounts. 
3. The provisions of paragraph 2 shall apply to the 
persons appointed by the court to audit the accounts. 
Article 58 
1. The persons appointed to audit the accounts 
shall in all cases examine whether the annual accounts 
within the meaning of Article 2 of Directive ... of 
. . . (*) and the annual report within the meaning of 
Article 43 of that Directive are in conformity with the 
law and the statutes. 
(') OJNoC7, 28. 1. 1972. AMENDED PROPOSAL 
2. Where appointment by the general meeting has 
not been made in due time or where any of the 
persons appointed is unable to carry out his duties, 
the administrative, management or supervisory organ 
or any shareholder must have the right to apply to a 
judicial or administrative authority for appointment of 
one or more persons to audit the accounts. 
3. Further, the judicial or administrative authority 
must have power to dismiss, where there are proper 
grounds, any person appointed by the general 
meeting to audit the accounts, and must also have 
power to appoint some other person for that purpose 
if application is made by the administrative, 
management or supervisory organ or by one or more 
shareholders who satisfy the requirements of Article 
16 (1). Such application shall be made within two 
weeks of the appointment by the general meeting. 
Article 56 
The persons who audit the accounts shall be 
appointed for a specified period of not less than three 
years nor more than six years. They shall be eligible 
for reappointment. 
Article 57 
1. The remuneration, or its method of calculation, 
of the persons responsible for auditing the accounts 
shall be fixed for the whole of their period of office 
before it commences, taking account of the nature 
and importance of the duties to be carried out. 
2. Unchanged. 
3. Deleted. 
Article 58 
1. The persons responsible for auditing the 
accounts shall in all cases examine whether the annual 
accounts within the meaning of Article 2 of Directive 
78/660/EEC give a true and fair view of the 
company's assets, liabilities, financial position and 
profit or loss. They shall also verify the consistency of 
the annual report within the meaning of Article 46 of 
the above Directive with the annual accounts for the 
same financial year. 
9. 9. 83 Official Journal of the European Communities No C 240/35 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. If they have no reservation to make, the persons 
responsible for the audit shall so certify on the annual 
accounts; otherwise they shall issue their certificate 
subject to reservations or shall refuse their certificate. 
Article 59 
The persons responsible for auditing the accounts 
shall be entitled to obtain from the company all infor­
mation and relevant documents and to undertake all 
such investigations as may be necessary. 
Article 60 
The persons responsible for auditing the accounts 
shall prepare a detailed report relating to the results 
of their work. The report shall contain the following 
at least: 
(a) an indication of whether the provisions of Article 
58 (1) have been observed; 
(b) observations concerning any infringements of law 
or of the statutes which have been found in the 
company's accounts, in its annual accounts or in 
the management report; 
(c) observations concerning any facts noted which 
constitute a serious danger to the financial 
situation of the company; 
(d) the complete text of the certificate given pursuant 
to Article 58 (2). Where reservations have been 
withheld, the reasons therefor shall be specified. 2. If they have no reservation to make, the persons 
responsible for the audit shall deliver an opinion on 
the annual accounts that the requirements imposed in 
paragraph 1 have been met; otherwise they shall issue 
their opinion subject to reservations or shall withold 
their opinion. 
Article 59 
Unchanged. 
Article 60 
The persons responsible for auditing the accounts 
shall prepare a detailed report relating to the results 
of their work. The report shall contain the following 
at least: 
(a) deleted; 
(b) observations concerning any infringements of law 
or of the memorandum or articles of association 
which have been found in the company's 
accounts, annual accounts or annual report in the 
course of the audit; 
(c) observations concerning any facts noted in the 
course of the audit which constitute a serious 
danger to the financial position of the company; 
(d) the complete text of the opinion delivered 
pursuant to Article 58 (2). Where reservations 
have been made or where the opinion has been 
withheld, the reasons therefor shall be specified. 
Article 61 
Save where proper grounds exist, the persons 
responsible for auditing the accounts shall not be 
dismissed by the general meeting before the end of 
their period of office. 
Article 62 
Articles 14 to 21 of this Directive shall apply in 
respect of the civil liability of the persons responsible 
for auditing the accounts, so as to ensure that 
compensation is made for any damage sustained by 
the company, any shareholder or third party as a 
result of wrongful acts committed by those persons 
aforesaid in carrying out their duties. Article 61 
Unchanged. 
Article 62 
Articles 14 to 19 and 21 shall apply in respect of the 
civil liability of the persons responsible for auditing 
the accounts, so as to ensure that compensation is 
made for any damage sustained by the company as a 
result of wrongful acts committed by the aforesaid 
persons in carrying out their duties. 
Article 63 
1. The Member States shall ensure that, without 
prejudice to rights acquired in good faith by third 
parties, all resolutions of the organ whose 
responsibility it is to adopt the annual accounts are 
void or voidable where: Article 63 
Unchanged. 
No C 240/36 Official Journal of 
ORIGINAL PROPOSAL 
(a) the annual accounts have not been audited in 
conformity with Article 58 (1); 
(b) the certificate relating to the annual accounts has 
been refused in accordance with Article 58 (2); 
(c) the annual accounts have not been audited by a 
person nominated or approved in manner 
required by Article 52; 
(d) the annual accounts have been audited by a 
person who, under Article 53, should not have 
been made responsible for the audit, or who has 
been dismissed by the court in conformity with 
Article 55 (3) or by the general meeting in 
conformity with Article 61; 
(e) the annual accounts have been audited by a 
person who, contrary to Article 55 (1), was not 
appointed by the general meeting or who, 
contrary to Article 55 (2) or (3), was not 
appointed by the court. 
2. Proceedings for nullity or voidability may be 
brought at least by any shareholder. 
3. Articles 44 to 46 shall apply. 
CHAPTER V 
General provisions European Communities 9. 9. 83 
AMENDED PROPOSAL 
(a) unchanged; 
(b) the opinion relating to the annual accounts has 
been withheld in accordance with Article 58 (2); 
(c) to (e) unchanged. 
2. Unchanged. 
3. Unchanged. 
CHAPTER VII 
General provisions 
Article 63a 
1. For the purposes of this Directive, the ECU shall 
be that defined by Regulation (EEC) No 3180/78 ('). 
The equivalent in national currency shall be calculated 
initially at the rate obtaining on the date of adoption 
of this Directive. 
2. Every five years the Council, acting on a 
proposal from the Commission, shall examine and, if 
need be, revise the amounts expressed in ECU in this 
Directive, in the light of economic and monetary 
trends in the Community. 
Article 63b 
1. Pending subsequent coordination where the 
company is the parent undertaking of a group, the 
Member States: 
(a) may derogate from Articles 4 and 21b in so far as 
may be necessary to permit the employees of sub­
sidiary undertakings of that group to be included 
in the system of participation or representation of 
employees applicable to that parent undertaking in 
accordance with this Directive: 
(') OJ No L 379, 30. 12. 1978, p. 1. 
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ORIGINAL PROPOSAL AMENDED PROPOSAL 
(b) need not apply Articles 10a (2) first sentence and 
21q (2), first sentence, in respect of decisions 
concerning a subsidiary undertaking of that 
group. 
la. Pending subsequent coordination, the Member 
States may derogate from Articles 4 to 4i and 21b to 
21i where the company is: 
(a) a financial holding company as defined in Article 
5 (3) of Directive 78/660/EEC or 
(b) the parent undertaking of an international group 
and its sole object is the coordination of the 
management and financing of subsidiary under­
takings. 
2. Pending subsequent coordination, where the 
company is a subsidiary undertaking of a group, the 
Member States: 
(a) need not apply Articles 4 and 21b provided that 
the employees of that subsidiary undertaking 
are included in the system of participation or 
representation of employees applicable to the 
parent undertaking of that group in accordance 
with this Directive; 
(b) may, provided that the employees' participation or 
representation rights are guaranteed in accordance 
with subparagraph (a), derogate from Articles 12, 
14 and 21s in so far as may be necessary to allow 
that subsidiary undertaking to be managed in 
accordance with group strategy, and on condition 
that the parent undertaking assumes responsibility 
for the liabilities of the subsidiary undertaking 
towards third parties and as regards Article 14 for 
the liabilities to which that Article refers. 
(c) may derogate from Articles 3 (1) (b) and 13 (1) 
where the members or the supervisory organ of 
the subsidiary undertaking are appointed in 
accordance with Article 4c. 
Article 63c 
1. Not more than five years after the expiry of the 
period referred to in Article 64 (2), the Commission 
shall submit a report to the Council and Parliament 
on the experience of Member States as regards the 
application of this Directive and in particular Articles 
2 to 4i, 11, 12 and 21b to 21s thereof. 
In that report the Commission shall devote particular 
attention to the view communicated to it regarding 
the application of those Articles by the organizations 
of employers and employees involved in their 
application. 
2. The Commission shall include, where appro­
priate, in the report referred to in paragraph 1, more 
detailed proposals concerning the matters governed by 
this Directive in general and by the Articles referred 
to in paragraph 1. 
No C 240/38 Official Journal of the European Communities 9.9.83 
ORIGINAL PROPOSAL 
Article 64 
1. The Member States shall bring into force within 
18 months following the notification of this Directive 
all such amendments to their laws, regulations or 
administrative provisions as may be necessary to 
comply with the provisions of this Directive and shall 
inform the Commission thereof. 
2. The Member States may provide that the 
amendments to their laws as referred to in paragraph 
1 shall not apply to companies already in existence at 
the time of entry into force of those amendments 
until 18 months after that time. 
3. The Member States shall communicate to the 
Commission, for information, the texts of the draft 
laws and regulations, together with the grounds 
therefor, relating to the field governed by this 
Directive. The texts shall be communicated not later 
than six months before the proposed date of entry 
into force of the drafts. 
Article 65 AMENDED PROPOSAL 
Article 63d 
The Member States may derogate from Articles 4 to 
4i and 21b to 21i with respect to companies whose 
sole or principal object is: 
(a) political, religious, humanitarian, charitable, 
educational, scientific or artistic; or 
(b) related to public information or expression of 
opinion. 
Such special provision must be limited to that which is 
necessary to ensure that such undertakings enjoy the 
freedom to which they are entitled under the national 
laws to which they are subject. 
Article 64 
1. The Member States shall bring into force before 
... the laws, regulations and administrative provisions 
necessary to comply with this Directive. They shall 
immediately inform the Commission thereof. 
2. The Member States may provide that the laws, 
regulations and administrative provisions referred to 
in paragraph 1 shall not apply to companies already 
in existence at the time of entry into force thereof 
until the end of a period of 18 months after the date 
referred to in paragraph 1. The period of 18 months 
may, however, be four years in respect of the 
application of Article 2 (1). 
3. Unchanged. 
Article 65 
This Directive is addressed to the Member States. Unchanged.