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{"cellarURIs": "http://publications.europa.eu/resource/cellar/714c0d69-b3b1-46ae-8285-804ced3dadf4", "title": "Question No 76 by Mr MARQUES MENDES (H-187/90) to the Council: Voting rights for Community nationals in local elections in their Member State of residence", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,MARQUES MENDES", "date": "1989-08-31", "subjects": "EC Directive,EU national,local election,residence,right to vote", "workIds": "celex:91990H000187", "eurovoc_concepts": ["EC Directive", "EU national", "local election", "residence", "right to vote"], "url": "http://publications.europa.eu/resource/cellar/714c0d69-b3b1-46ae-8285-804ced3dadf4", "lang": "eng", "formats": ["print"]}
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{"cellarURIs": "http://publications.europa.eu/resource/cellar/8be5aac6-2e2d-4de4-a275-25a5a7804ff9", "title": "Question No 74 by Mr DE ROSSA (H-189/90) to the Council: Review of COCOM agreements", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "DE ROSSA,European Parliament", "date": "1989-08-31", "subjects": "East-West relations,Eastern Bloc countries,United States,export restriction,technology transfer,trade policy,trading operation", "workIds": "celex:91990H000189", "eurovoc_concepts": ["East-West relations", "Eastern Bloc countries", "United States", "export restriction", "technology transfer", "trade policy", "trading operation"], "url": "http://publications.europa.eu/resource/cellar/8be5aac6-2e2d-4de4-a275-25a5a7804ff9", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/c4169b8d-4ff4-49d5-a41d-af0fe003dcaf", "title": "AMENDED PROPOSAL FOR A COUNCIL DIRECTIVE ON THE PROCUREMENT PROCEDURES OF ENTITIES OPERATING IN THE WATER, ENERGY, TRANSPORT AND TELECOMMUNICATIONS SECTORS", "langIdentifier": "ENG", "mtypes": "pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_directive_ec,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-31", "subjects": "carriage of goods,energy production,free movement of goods,supplies contract,telecommunications,water", "workIds": "celex:51989PC0380,comnat:COM_1989_0380_FIN,oj:JOC_1989_264_R_0022_01", "eurovoc_concepts": ["carriage of goods", "energy production", "free movement of goods", "supplies contract", "telecommunications", "water"], "url": "http://publications.europa.eu/resource/cellar/c4169b8d-4ff4-49d5-a41d-af0fe003dcaf", "lang": "eng", "formats": ["pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/15cb0137-e990-4260-83e9-2e6194a215df", "title": "Question No 87 by Mr BANDRES MOLET (H-203/90) to the Council: Berthing of warships carrying nuclear weapons", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "BANDRES MOLET,European Parliament", "date": "1989-08-31", "subjects": "NATO,Spain,civil defence,harbour installation,nuclear safety,nuclear weapon,submarine,warships", "workIds": "celex:91990H000203", "eurovoc_concepts": ["NATO", "Spain", "civil defence", "harbour installation", "nuclear safety", "nuclear weapon", "submarine", "warships"], "url": "http://publications.europa.eu/resource/cellar/15cb0137-e990-4260-83e9-2e6194a215df", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/ab963cd8-cbe6-4342-908b-f8398fed4c9e", "title": "Decision No 1/89 of the EEC-Egypt Cooperation Council of 30 August 1989 amending, as a consequence of the introduction of the harmonized system, Protocol No 2 concerning the definition of the concept of 'originating products' and methods of administrative cooperation", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_body_agreement_international,http://publications.europa.eu/ontology/cdm#agreement_international,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "EEC\u2013Egypt Cooperation Council", "date": "1989-08-30", "subjects": "Egypt,Union transit,administrative cooperation,movement certificate,originating product", "workIds": "celex:21989D1026(01)", "eurovoc_concepts": ["Egypt", "Union transit", "administrative cooperation", "movement certificate", "originating product"], "url": "http://publications.europa.eu/resource/cellar/ab963cd8-cbe6-4342-908b-f8398fed4c9e", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/ca45a5a0-05e4-4105-b5f2-32c17a43f36c", "title": "Decision No 2/89 of the EEC-Egypt Cooperation Council of 30 August 1989 amending, on account of the accession of Spain and Portugal to the European Communities, the Protocol concerning the definition of the concept of 'originating products' and methods of administrative cooperation", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_body_agreement_international,http://publications.europa.eu/ontology/cdm#agreement_international,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "EEC\u2013Egypt Cooperation Council", "date": "1989-08-30", "subjects": "Canary Islands,Ceuta and Melilla,Egypt,administrative cooperation,movement certificate,originating product", "workIds": "celex:21989D1026(02)", "eurovoc_concepts": ["Canary Islands", "Ceuta and Melilla", "Egypt", "administrative cooperation", "movement certificate", "originating product"], "url": "http://publications.europa.eu/resource/cellar/ca45a5a0-05e4-4105-b5f2-32c17a43f36c", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/c7f3d846-162a-43bf-b0ff-0e1a9f05aad5", "title": "Commission Regulation (EEC) No 2625/89 of 30 August 1989 fixing the level of estimated rapeseed production for the 1989/90 marketing year, the level of actual rapeseed production for the 1988/89 marketing year, and the adjustment to be made to the amount of the aid", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-30", "subjects": "EU production,oil seed rape,terms for aid", "workIds": "celex:31989R2625,oj:JOL_1989_254_R_0009_018", "eurovoc_concepts": ["EU production", "oil seed rape", "terms for aid"], "url": "http://publications.europa.eu/resource/cellar/c7f3d846-162a-43bf-b0ff-0e1a9f05aad5", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/15afb058-3071-439b-ba09-d8747e742919", "title": "Commission Regulation (EEC) No 2668/89 of 30 August 1989 amending Annexes III and IV bis to Council Regulation (EEC) No 4136/86 with regard to certain textile products originating in Pakistan (category 4)", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-30", "subjects": "Pakistan,restoration of customs duties,tariff preference", "workIds": "celex:31989R2668,oj:JOL_1989_257_R_0018_015", "eurovoc_concepts": ["Pakistan", "restoration of customs duties", "tariff preference"], "url": "http://publications.europa.eu/resource/cellar/15afb058-3071-439b-ba09-d8747e742919", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/2e9724ca-2302-4045-921c-603443f2d575", "title": "Commission Regulation (EEC) No 2655/89 of 29 August 1989 fixing the export refunds on beef and veal and amending Regulation (EEC) No 3846/87 establishing an agricultural product nomenclature for export refunds", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-29", "subjects": "agricultural product nomenclature,beef,export refund,meat product", "workIds": "celex:31989R2655,oj:JOL_1989_255_R_0064_055", "eurovoc_concepts": ["agricultural product nomenclature", "beef", "export refund", "meat product"], "url": "http://publications.europa.eu/resource/cellar/2e9724ca-2302-4045-921c-603443f2d575", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/f4f427bc-8585-486e-ad8f-f4f3edeb1c09", "title": "PROPOSAL FOR A COUNCIL DECISION CONCERNING THE FRAMEWORK PROGRAMME OF COMMUNITY ACTIVITIES IN THE FIELD OF RESEARCH AND TECHNOLOGICAL DEVELOPMENT ( 1990-1994 )", "langIdentifier": "ENG", "mtypes": "pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_other,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-28", "subjects": "COST,EU research policy,research programme,scientific research", "workIds": "celex:51989PC0397,comnat:COM_1989_0397_FIN,oj:JOC_1989_243_R_0004_01", "eurovoc_concepts": ["COST", "EU research policy", "research programme", "scientific research"], "url": "http://publications.europa.eu/resource/cellar/f4f427bc-8585-486e-ad8f-f4f3edeb1c09", "lang": "eng", "formats": ["pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/11b94ddd-ec92-4b23-973f-8d5bd06ba58c", "title": "Commission Regulation (EEC) No 2601/89 of 28 August 1989 on the supply of common wheat to non-governmental organizations (NGOS) as food aid", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-28", "subjects": "common wheat,food aid,non-governmental organisation", "workIds": "celex:31989R2601,oj:JOL_1989_251_R_0007_014", "eurovoc_concepts": ["common wheat", "food aid", "non-governmental organisation"], "url": "http://publications.europa.eu/resource/cellar/11b94ddd-ec92-4b23-973f-8d5bd06ba58c", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/4030dc02-d9ad-415f-8e45-91577b99f046", "title": "PROPOSAL FOR A COUNCIL DIRECTIVE COMPLEMENTING THE STATUTE FOR A EUROPEAN COMPANY WITH REGARD TO THE INVOLVEMENT OF EMPLOYEES IN THE EUROPEAN COMPANY", "langIdentifier": "ENG", "mtypes": "pdf,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_directive_ec,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-25", "subjects": "European company,economic and social cohesion,economic cooperation,social status,wage earner", "workIds": "celex:51989PC0268(02),comnat:COM_1989_0268(02)_FIN,oj:JOC_1989_263_R_0069_01", "eurovoc_concepts": ["European company", "economic and social cohesion", "economic cooperation", "social status", "wage earner"], "url": "http://publications.europa.eu/resource/cellar/4030dc02-d9ad-415f-8e45-91577b99f046", "lang": "eng", "formats": ["pdf", "pdfa1b", "print"], "text": "COMMISSION OF THE EUROPEAN COMKONITIES \n\nC0M(89) 268 final - SYN 218 and 219 \n\nv. Brussels, 25 August 1989 \n\nC0M(89) 268 final - SYN 218 \n\nProposal for a \n\nCOUNCIL REGULATION \n\non the Statute for a European company \n\nC0M(89) 268 final\u00bb- SYN 219 \n\nProposal for a \n\nCOUNCIL DIRECTIVE \n\ncomplementing the Statute for a European company \n\nwith regard to the involvement of employees \n\nIn the European company \n\n(presented by the Commission) \n\n\fIntroductIon \n\nThe European company (Latin Socletas Europaea, \"SE\") Is designed to enable \n\ncompanies governed by the laws of different Member States to choose a \n\nstructure for cooperation and restructuring suited to the dimensions of the \n\nlarge market to be achieved in 1992. It alms to free companies from the \n\nlegal and practical constraints arising from the existence of twelve \n\nseparate legal systems by offering them an optional structure based on \n\nCommunity law and independent o. f national laws In so far as these have not \n\nbeen harmonized. As long ago as 1970, the Commission put forward a proposal \n\nbased on Article 235 of the EEC Treaty. This proposal was amended in 1975. The Council suspended work on It In 1982. It was suggested that this \n\nproject should be revived as part of the drive towards completing the \n\ninternal market. In June 1987 the European Council In Brussels requested \n\nthe institutions concerned \"to make swift progress with regard to the \n\ncompany law adjustments required for the creation of a European company. \" \n\nOn 15 July 1988 the Commission submitted a memorandum describing the main \n\ndifficulties and sketching solutions1. The text now proposed is in two parts. It brings together In a Regulation \n\nbased on Article 100a all the rules necessary for the creation and \n\noperation of the SE, except those dealing with the involvement of employees \n\nin the SE. The latter rules form the subject of a complementary Directive, \n\nin view of the diversity of national rules and practices on that subject. The Regulation and the Directive form a composite whole, and must be \n\napplied together. In order to make the form attractive to small businesses, the minimum \n\ncapital requirement has been lowered from ECU 250 000 to ECU 100 000 \n\n(Title I). 1 C0M(88)320, 15 July 1988 \n\n\f\f- 1 a-\n\nTltle II, on methods of formation, Is based on the 1975 proposal. An SE \n\nmay be set up by merger, by the formation of a holding company, or by the \n\nformation of a Joint subsidiary. The procedure for formation by merger Is \n\nbased largely on the Third Company Law Directive (78/855/EEC), supplemented \n\nto take account of the cross border aspect of the proposal for a \n\nTenth directive. Title 111, on capital, shares and debentures, has been revised in the light \n\nof the Second Directive (77/91/EEC). - 2 -\n\nThe structure of the SE Is dealt with in Title IV; here the proposal takes \n\naccount of progress In the Council's discussion of the proposal for a \n\nFifth Directive, and retains the option of either a one-tier board system \n\nor a two-tier system with a management board and a supervisory board. For the preparation, publication and auditing of annual accounts and \n\nconsolidated accounts (Title V), the Statute refers to the accounting \n\ndirectives, namely the Fourth, Seventh and Eighth Company Law Directives \n\n(78/660/EEC, 83/349/EEC and 84/253/EEC). The options left to the Member States In the Fourth and Seventh Directives \n\nhave been given to the SE. This has been done In order to avoid having to \n\nrenegotiate those directives. The Statute no longer contains any provisions concerning groups (Title VI), \n\nbecause there is currently no need for specific rules for SEs In this area. The SE will be treated in the same way as other companies governed by the \n\nlegislation of the Member State In which they have their registered office. The Commission is studying the need for coordination of the laws of the \n\nMember States in this respect. Winding up and liquidation (Title VII) are matters which have not yet been \n\nharmonized. The proposed regulation restricts the grounds on which an SE \n\nmay be wound up, and settles only the questions which are essential for the \n\nprotection of the shareholders at this delicate stage of the life of the \n\ncompany. Given the complexity of the question of the insolvency of an SE, the \n\nproposal contents Itself with a reference to the law of the Member State In \n\nwhich the SE has Its registered office. Title VI11 refers to Title II for cross border mergers and to the laws of \n\nthe Member States, as harmonized by the Third Directive, for domestic \n\nmergers. - 3 \n\nAs far as tax arrangements are concerned (Title IX), the SE will be subject \n\nto the tax law of the country in which It has Its registered office. Losses suffered by an SE's permanent establishments abroad can be offset \n\nagainst Its profits. This provision Is Indispensable In order to overcome \n\nthe obstacles which an SE would otherwise encounter In Its business, which \n\nby its nature is cross border business. To avoid any discrimination against other firms carrying on business across \n\nborders, the same rules will be proposed as a directive for other legal \n\nforms of undertaking. The involvement of employees in the SE is dealt with by means of a \n\nDirective, which is an Indispensable complement to the regulation. The term \n\n\"employees\" corresponds to the \"workers\" referred to in Tltal III of Part \n\nTwo of the EEC Treaty. It comprises persons with a contract of service, of \n\nwhatever kind, to an employer. It covers the various categories of staff \n\nemployed by businesses In the Community. Employees are to play a part In \n\nsupervision and \n\nIn the definition of strategy. Three models of \n\nparticipation are provided for: participation In determining the membership \n\nof the supervisory board (model 1 ), participation through a staff \n\nrepresentative body distinct from the governing bodies of the company \n\n(model 2 ), and a form of participation to be established by collective \n\nagreement (model 3 ). A Member State may restrict the choice of models open \n\nto SEs having their registered office In its territory. The management or \n\nadministrative boards as the case of the founder companies may be and the \n\nrepresentatives of the employees of those companies are to agree on the \n\nchoice of a model. If they fall to reach the management Board Is to choose \n\na model, since these can be no SE without participation, and the models all \n\nconfer equivalent rights on the employees. If model 3 Is chosen but no \n\nagreement is reached on the form, a standard model Is to be applied, to be \n\ndrawn up by the State and satisfying the information and consultation \n\nrequirements laid down In the Statute. - 4 -\n\nCOMMENTARY ON THE ARTICLES OF THE REGULATION \n\nTitle I \n\nGeneral provisions \n\nArticle 2 \n\nThe Statute provides three ways of forming an SE. 1. Only public limited companies can set up an SE by merger (assets \n\nmerger) or by formation of a holding company. This Is because the \n\nnecessary exchange of shares will only be possible If both the founders are \n\npub lie IimI ted companIes. If private limited companies wish to form an SE they will first have to \n\nbecome public limited companies In accordance with their domestic law. 2. The scope for setting up an SE by forming a Joint subsidiary is wider. Participation Is open to all legal bodies governed by public or private \n\nlaw, whether or not they are In company form and Indeed whether or not they \n\nhave legal personality, and regardless of whether they carry on a \n\ncommercial activity or Just an activity with an ultimate economic purpose. This very broad concept Is based on that adopted for the European Economic \nInterest Grouping (EEIG). 1 \n\nOn grounds of legal certainty and for technical reasons It has not been \n\npossible to make provision for the conversion Into an SE of a company \n\nincorporated under national \n\nlaw and having branches \n\nIn several \n\nThe form created by Regulation (EEC) No 2137/85 of 25 July 1985: \n\nOJ No L 199, 31. 7. 1989, p. 1. - 5 -\n\nMember States. Such a company could set up an SE by merging at least two \n\nsubsidiaries in different Member States. Article 3 \n\n1 and 2. An existing SE may be party to the formation of another SE by \n\nmerger or formation of a holding company or Joint subsidiary. 3. An SE may also set up one or more subsidiaries, but In order to avoid \n\nthe creation of \"cascades\" of SEs, an SE which Is Itself a subsidiary of an \n\nSE cannot create further subsidiary SEs. Article 4 \n\n1. The amended proposal of 19752 would have required a minimum capital \n\nof ECU 250 000 where an SE was set up by merger or formation of a holding \n\ncompany and ECU 100 000 where the new SE was a Joint subsidiary or a \n\nsubsidiary of another SE. This distinction has been dropped. The minimum capital for an SE Is now \n\nECU 100 000 in all cases. The Intention Is to make It easier for small \n\nbusinesses to take advantage of the Statute. There Is also the fact that \n\nonce a subsidiary SE has been set up It will have Its own Independent \n\nexistence; It may be bought or may Itself set up subsidiaries. There will \n\nthen be nothing to distinguish It from other SEs set up by merger or by the \n\nformation of a holding company. The figure of ECU 100 000 Is close to that laid down for domestic public \n\nlimited companies In the laws of most of the Member States under the Second \nCompany Law directive. 3 The capital need only be 25% paid up \n\n(cf. Article 38(2)). 2 \n\n3 \n\nSupplement 4/75 - Bulletin of the European Communities. Council Directive 77/91/EEC of 13 December 1976 on the formation of \n\npub Iic Iimlted I lab 11l*y companies and the maintenance and alteration of \n\ntheir capital: 0J No L 26, 31. 1. 1977, p. 1. - 6 -\n\n2 and 3. Where an SE Is set up to carry on a regulated activity, It will of \n\ncourse be subject to the specific requirements governing that activity. An \n\nSE may be a credit institution. In that case the minimum capital is that \n\nrequired by Article 3 of the proposal for a Second Council Directive on the \n\ntaking up and pursuit of the business of credit institutions, submitted on \n\n23 February 1988. 4 The figure given there is ECU 5 million, which may be \n\nreduced to ECU 1 million In certain circumstances. In the case of insurance undertakings, the text makes reference only to the \n\nlaws of the Member State In which the SE has Its registered office, even \n\nthough there has already been Community-level harmonization In this field. The capital required does not correspond In all Member States to the \n\n\"solvency \nthe \n(Directive 73/239/EEC5. and Directive 79/267/EEC6). referred \n\nmargin\" \n\nin \n\nto \n\nrelevant \n\nDirectives \n\nArticle 5 \n\nThe registered office of the SE designated in the statutes must be the \n\nplace where it has its central administration, that Is to say its \n\nsi\u00e8ge r\u00e9el or real seat. This use of the si\u00e8ge r\u00e9el concept is Important \n\nin several respects. Firstly, It reflects the dominant thinking In the \n\nMember States. Secondly, It allows the law of one specific Member State to \n\nbe applied to the SE, either as the normal rule (where an express reference \n\nis made by the Statute Itself, for example) or In the absence of any other \n\nrule (e. g. Article 7 d ) ( b ) ). The transfer of an SE's registered office may be decided in the same way as \n\nan amendment of Its statutes (Article 81(h)). 4 \n\n5 \n\n0J No C 84, 31. 3. 1988, p. 1. First Council Directive of 24 July 1973 on the taking up and pursuit of \n\nthe business of direct insurance other than life assurance: OJ No L \n\n228, 16. 8. 1973, p. 3. 6 \n\nFirst Council Directive of 5 March 1979 on the taking up and pursuit of \n\nthe business of direct life assurance: OJ No L 63, 13. 3. 1979, p. 1. - 7 -\n\nArticle 6 \n\nThis Article defines what \"controlled undertaking\" and \"controlling \n\nundertaking\" mean In the Statute. These definitions are needed despite the \n\nfact that the Statute does not lay down any rules dealing specifically with \n\nthe management of a group headed by the SE, mainly In order to prevent an \n\nSE from subscribing for or acquiring its own shares through the agency of a \n\ncontrolled undertaking (Article 48(1) and Article 49(1) and (9)). They are \n\nnecessary \n\nalso \n\nin order \n\nto determine \n\nthe \n\nlaw applicable \n\nunder \n\nArticle 114(1) and (2). The definition is based on Article 8 of Directive 88/627/EEC. 7 The tests \n\nchosen are simple and easy to apply. Article 7 \n\nThis Article defines the scope of the Statute in relation to the laws of \n\nthe Member States. A distinction has to be drawn between the matters which \n\nare regulated by the Statute and those which are not. 1. Where a matter is regulated by the Statute, the Statute should be as \n\nindependent as possible of national law so as to ensure that from the \n\nfirm's point of view It does represent a simplification and an improvement \n\nover the existing position. The amended proposal of 1975 excluded the law \n\nof the Member States entirely. The Statute which resulted was too \n\nextensive, detailed and Inflexible. The new draft simplifies matters by \n\nCouncil Directive of 12 December 1988 on the information to be published \n\nwhen a major holding in a listed company is acquired or disposed of: \n\nOJ No L 348, 17. 12. 1988, p. 62. - 8 -\n\nreferring to the domestic law of the Member State In which the SE has Its \n\nregistered office whenever the company law directives have harmonized or \n\nare In the process of harmonizing the national rules (disclosure, accounts, \n\nmergers, etc. ). Reference has also had to be made to national law In \n\nfields where Community rules cannot be expected In the near future (groups \n\nof companies, winding up and liquidation, etc). If a question of law arises on a matter covered by the Statute' but not \n\nexpressly determined by It, the national courts will have to fill the gap \n\nby looking \nStatute is based. If the question cannot be settled in that way the \n\nplace at the general principles upon which the \n\nIn the \n\nfirst \n\nStatute refers to the law applying to public limited companies In the \n\nMember Stats In which the SE has Its registered office. Thus the demarcation line between the provisions of the Statute and the \n\nordinary provisions of national law Is clearly marked out. The adoption of \n\nthe EEIG Regulation, which takes the same approach, shows that coexistence \n\nof this kind Is possible. 2. Paragraph 2 makes provision for the special situation in the \n\nUnited Kingdom, where Scottish law is different from that In force \n\nelsewhere. 3. Provision Is then made for matters which are not governed by the \n\nStatute. They are excluded from Its scope, and subject to the law of the \n\nMember States. The law applicable in a particular case Is to be determined \n\nIn accordance with the private International law of the forum. 4. The Statute requires Member States to treat SEs In the same way as \n\npublic limited companies incorporated under their domestic law. This will \n\napply for example with regard to the taking up of various kinds of \n\nbusiness, capacity to borrow, the Issuing of securities, and the listing of \n\nsuch securities on a stock exchange. The only privilege that the Statute \n\nconfer? on the SE Is the Community character of Its structure. Companies \n\nIn the form of SEs and companies incorporated under domestic law are thus \n\non an equal footing <~t terms of competition. - 9 -\n\nArticle 8 \n\n1. An SE Is set up by being entered In a register designated by the law \n\nof the Member State in which It has Its registered office in accordance \nwith Article 3 of the First Company Law Directive. 8 The use made here of \n\na system which exists In all Member States makes It unnecessary to \n\nestablish a European commercial register and to confer Jurisdiction on the \n\nCourt of Justice of the European Communities to hear actions In respect of \n\nthe formation of any SE. 2. Any branch opened by an SE In a Member State other than that In which \n\nIt has Its registered office Is to be registered In that other \n\nMember State, in order to ensure that shareholders and outsiders are fully \n\nInformed. The procedure to be followed Is the one laid down for branches \n\nby \n\nArticles 1 \n\nto \n\n3 \n\nof \n\nthe \n\namended \n\nproposal \n\nfor \n\nan \n\nEleventh Company Law Directive,\u00ae which Is Itself based on the system \n\nestablished for companies by the First Directive. Article 9 \n\nDocuments concerning the SE are to be disclosed by the means laid down In \n\nthe laws of each Member State In accordance with Article 3 of the First \n\nCompany Law Directive. That system consists of entry In a register and \n\npublication in a national gazette. Only then may those documents be relied \n\nupon against third parties. 8 \n\nCouncil Directive 68/151/EEC of 9 March 1969 on disclosure, validity of \n\nobligations entered Into, and nullity of companies: OJ No L 65, \n\n14. 03. 1968, p. 11. 9 \n\nAmended proposal of 5 April 1988 for an Eleventh Council Directive on \n\ncompany law concerning disclosure requirements In respect of branches \n\nopened In a Member State by certain types of companies governed by the \n\nlaw of another Member State: OJ No C 105, 21. 04. 1988, p. t>. - 10 -\n\nArticle 10 \n\nNotice Is to be given In the Official Journal of the European Communities \n\nwhenever an SE Is formed or the liquidation of an SE Is terminated. This \n\ntype of publicity seems Important given the nature of an SE's business, \n\nwhich Is by definition transnational. But publication of this notice will \n\nhave no legal Implications. The relevant events can be relied upon against \n\nthird parties from the date of the notice referred to In Article 9. Article 11 \n\nThis Article lists the details which must be supplied on an SE's business \n\ndocuments and those of any branch In another Member State. The list Is \n\nfuller than that In Article 4 of the First Company Law Directive. - 11 -\n\nTitle II \n\nFormation \n\nSection I \n\nGeneral \n\nArticle 12 \n\nThis Article defines the concept of founder companies for the purposes of \n\nTitle II. This Is necessary since public limited companies are no longer \n\nthe only legal bodies which may participate In forming an SE. Articles 13 and 14 \n\nThese two Articles relating to the Instrument of Incorporation of the SE \n\nand to the experts' report on non-cash consideration refer back, as far as \n\nthe conditions to be fulfilled by the latter are concerned, to provisions \n\nof national law. Article 15 \n\nThe task of ensuring that the rules governing the formation of the SE are \n\ncomplied with is entrusted to the national authorities which carry out that \n\ntask for all other public limited companies. However, the Statute \n\nstipulates that Member States must ensure that such supervision Is \n\neffective and that ft covers the conditions laid down both by the Statute \n\nand by national law. Article 16 \n\nThis Article defines the date on which the SE begins to exist. - 12 -\n\nSECTION 2 \n\nFormation by merger \n\nArticle 17 \n\nThe wording of this Article, which describes the merger process, is based \n\non the Third Company Law Directive (78/855/EEC) and on the proposal for a \n\nTenth Directive on cross-frontier mergers. The formation of an SE by \n\nmerger Is based on an identical legal mechanism to that laid down by the \n\nproposal for a Tenth Directive, since It Involves the merging of two \n\ncompanies from different Member States. The rights of the employees of the \n\nmerging companies are protected In each Member State In accordance with \n\nDirective 77/189/EEC. Articles 18 and 19 \n\nThe draft terms of merger, which are common to all the founder companies, \n\nset out certain details, an exhaustive list of which Is given In the \n\ninterests of greater clarity. The arrangements for publishing the draft terms of merger are the same as \n\nthose laid down for domestic mergers. In view of the cross-frontier nature of the merger, however, more extensive \n\npublication of certain information Is required. Articles 20 and 21 \n\nThe Board of each of the merging companies Is required to draw up a \n\ndetailed report to shareholders Justifying the merger. This report Is \n\nexamined by experts who are responsible In particular for checking, on \n\nbehalf of shareholders, whether the share exchange ratio Is fair and \n\nreasonable. Article 22 \n\nA merger has always to be approved by a general meeting of each of the \n\nfounder companies. The resolution approving the merger Is subject to the \n\nsame conditions as apply In the case of domestic mergers. - 12 a -\n\nArticle 23 \n\nClaims which originated prior to publication of the draft terms of merger \n\nand which have not yet reached maturity at the time of publication are \n\ngoverned by those provisions of the national law governing the founder \n\ncompanies which relate to the arrangements for protecting the interests of \n\ncreditors. Articles 24 and 25 \n\nThe provisions relating to the supervision and control of compliance with \n\nmerger requirements lay down certain rules for synchronizing supervisory \n\nprocedures so as to prevent Irreversible situations. The date on which the \n\nmerger takes effect thus follows the completion of all the checks carried \n\nout on the founder companies and Is determined by the law of the Member \n\nState In which the SE Is to have Its registered office. - 13 -\n\nArt le les 26 and 27 \n\nThe merger must be made public before it can become effective against third \n\nparties. The merger entails the transfer of all the assets and liabilities of the \n\nfounder companies to the SE. Article 28 \n\nThe liability of members of the administrative board or management board \n\nand of the experts of the founder companies Is governed by the law of the \n\nMember State in which the founder company concerned has Its registered \n\noffice, subject to the minimum requirements laid down In the Third \n\nDirective being observed. Article 29 \n\nThis Article limits the grounds on which a merger may be declared nui I and \n\nvoid to cases where one or other of the supervisory procedures has not been \n\ncarrled out. It also seemed desirable, in order to limit the danger of mergers being \n\ndeclared null and void, to protect the cross-frontier merger from such a \n\ndeclaration where it Is not provided for in the law of the State In which \n\nthe SE has its registered office, since that company only comes Into \n\nexistence when the merger has been completed. Article 30 \n\nThis Article lays down the rules applicable to the formation of an SE by \n\nmerger where one of the founder merging companies holds all or part of the \n\ncapi tal of the other. - 14 -\n\nSECTION 3 \n\nFormation of an SE holding company \n\nArticle 31 \n\nThe economic aim underlying the formation of a holding company Is to enable \n\nthe shareholders of the founder companies to participate In the profits of \n\nthe holding company; for that reason, an exchange of shares has to take \n\nplace. As a result of that exchange, the holding company becomes the sole \n\nholder of all the shares In the founder companies; It Is therefore \n\nappropriate that the application of national provisions providing for the \n\nfounder companies to be wound up In such cases should be expressly \n\nexcluded. Article 32 \n\nThe provisions of this Article relating to the formation of an SE holding \n\ncompany refer to the provisions relating to formation by merger. Article 33 \n\nThis Article introduces a system for Informing the employees of founder \n\ncompanies about the Implications of the formation of the holding company. - 15 -\n\nSECTION 4 \n\nFormation of a Joint subsidiary \n\nArticles 34 and 35 \n\nThe provisions relating to the formation of a Joint subsidiary are worded \n\nso that the decision to set up an SE Is not a matter for the boards of the \n\nfounder companies but for their general meetings; the Statute governs the \n\napproval of the formation of a Joint subsidiary only where one of the \n\nparent companies Is an SE. - 16 -\n\nSECTION 5 \n\nFormation of a subsidiary by an SE \n\nArt le les 36 and 37 \n\nThis is the only case where the formation of an SE does not presuppose the \n\nexistence of two companies from different Member States; this requirement \n\nof a foreign element Is nevertheless observed In the formation of the \n\nparent SE. Unlike national public limited companies, therefore, an SE, acting alone \n\nmay set up a subsidiary having the same legal form as the parent company. - 17 -\n\nTITLE Ml \n\nArticle 38 \n\nParagraph 2 \n\nThe rule that shares must be 25% paid up represents an average of the rates \n\nIn the Member States, and has been taken over from the Second Company Law \n\nDirective (77/91/EEC). The obligation to transfer in full any consideration other than cash Is a \n\nprotection against fictitious consideration, and one of the simplest ways \n\n-f ensuring that a subscriber offering consideration other than cash does \n\nIn fact transfer It. Paragraph 3 \n\nContributions must be realizable. In order to provide security for \n\ncreditors, promises to perform work or to supply services which cannot be \n\nconverted Into money are not permitted. Article 39 \n\nThis Article provides some security for creditors. It accepts, however, \n\nthat professional Intermediaries placing shares may buy them below par: the \n\ndifference representing payment for their services. - 18 -\n\nArticle 41 \n\nThis Article states a general principle deriving from the dual nature of \n\nshare capital, which is at the same time the sum of the contributions which \n\nallow the company to be set up and the company's fund for safeguarding \n\ncreditors. Shareholders cannot be dispensed from the obligation to furnish \n\ntheir consideration, except in the event of a reduction In the subscribed \n\ncapital. Article 42 \n\nParagraph 1 \n\nArticle 38 has already laid down a minimum proportion In which the shares \n\nmust be paid up on the formation of the company; the same proportion \n\napplies to an increase in capital. Paragraph 2 \n\nThe \"requirement of a report on the valuation of any consideration other \n\nthan cash represents a safeguard for those subscribing cash and for \n\ncreditors. The valuation must be objective, and therefore carried out \n\noutside the company by Independent valuers. Paragraph 4 \n\nAn Increase In the subscribed capital can be regarded as an amendment of \n\nthe statutes. The requirement of a resolution of the general meeting Is \n\ntherefore an indispensable safeguard. Paragraph 5 \n\nThe restriction to available reserves Is Intended to ensure that reserves \n\nlegally required cannot be capitalized, while anything In excess may be. Proportionate distribution of new shares protects the existing \n\nshareholders. An exemption has been provided for to allow for distribution \n\nof the new shares to the employees. 19 -\n\nArticle 43 \n\nParagraph 1 \n\nProvision Is made for authorizing an Increase In capital, with a maximum \n\nset by the statutes or the general meeting In the Interests of the \n\nshareholders. But any Increase in the subscribed capital 's not to exceed \n\none half of the capital already subscribed. Paragraphs 2 to 4 \n\nThese paragraphs make It clear that the powers of the management board or. -,e administrative board are merely delegated powers In relation to the \n\npowers of the general meeting. Article 44 \n\nThe principle of a preferential right of subscription Is laid down In order \n\nto provide protection for the existing shareholders when the capItai is to \n\nbe Increased by the Issue of new shares for cash. The shareholder Is \n\nentitled not to see his own participation In the SE reduced by the issue of \n\nnew shares. But exceptions have to be made In order to prevent this \n\nindividual safeguard for the shareholder from damaging the Interests of the \n\ncompany and making It more difficult to obtain outside finance. Where any \n\nsuch exception Is to be made the shareholders must have been properly \n\ninformed. Article 45 \n\nParagraph 1 \n\nthe procedure laid down for reductions of capital Is Intended to ensure \n\nequal treatment of shareholders. - 20 -\n\nParagraph 2 \n\nThis paragraph also represents an application of the principle of equal \n\ntreatment of shareholders. Paragraph 3 \n\nA reduction of capital may not bring the capital below the prescribed \n\nminimum, except In response to losses. But In that case the capital must \n\nthen be brought back to the prescribed minimum or above It. Paragraph 4 \n\nA reduction in capital In response to losses must not make It possible to \n\ncircumvent safeguards for creditors. The economic purpose of a reduction \n\nIs to allow the capital to be Increased at the same time or later, so as to \n\nobtain fresh resources for an SE in difficulties. An Increase will be \n\nimpossible while the balance sheet shows a loss and the accounting value of \n\nthe old shares Is therefore below par. Article 46 \n\nCreditors who dealt with the SE before Its capital was reduced must be \n\nprotected. They are generally to be entitled to security; the manner In \n\nwhich this right Is exercised Is to be governed by the law of the \n\nMember State where the company has its registered office. - 21 -\n\nArticle 48 \n\nParagraph 1 \n\nAn SE may not subscribe for its own shares. This ban extends to \n\nundertakings It controls, as otherwise the major part of a stake held by \n\nthe SE In a controlled undertaking could find Its way back Into Its own \n\ncapital via a stake held by the controlled undertaking In the parent SE. This would Indirectly reduce the SE's capital. Paragraph 2 \n\nThis paragraph extends the protection of the capital provided by paragraph \n\n1 where the company subscribes for Its own shares through a person acting \n\non Its behalf. Paragraph 3 \n\nThis sanction provides greater flexibility than would nullity of the \n\nsubscription, without Introducing Joint and several liability. Article 49 \n\nAcquisition by an SE of its own shares infringes the principle that the \n\ncapital must be kept Intact, and Is therefore generally prohibited. Paragraph 2 sets out certain exceptions, which involve no appreciable \n\ndanger to third parties or shareholders. It Is enough that they should be \n\nregulated, and this Is done In paragraphs 3 and 4. Paragraph S \n\nThis ban Is an extension of the rule In paragraph 1. The holder of a right \n\nof usufruct may have voting rights (Article 92(4)), and this extension is \n\nnecessary to avoid the danger of abuse which would arise if the company \n\ncould exercise voting rights attached to Its own shares. - 22 -\n\nParagraph 9 \n\nIn line with paragraph 1, any undertaking coming under the SE's control is \n\nalso required to dispose of any shares It holds In the SE. An SE which acquires its own shares as a result of a universal transfer of \n\nassets does not thereby Infringe the ban In paragraph 1. But the shares \n\nmust be disposed of within 18 months. Paragraph 10 \n\nThis provision covers distribution to the employees. Paragraph 11 \n\nThis provision prevents any abuse of the SE's own shares, and ensures that \n\nthe obligation to dispose of or distribute shares will be complied with. The acquisition by a company of Its own shares can be regarded as repayment \n\nof capital. Such a share therefore has no Intrinsic value in the SE's \n\ncapital. It no longer forms part of the net assets; the holding of a stake \n\nin the net assets Is not based on the share, except In a purely formal \n\nsense, but In reality on the contribution made. Consequently, no rights \n\nshould attach to a share In the company which Is held as part of the \n\ncompany's own assets. Article 50 \n\nThis provision reflects a fundamental concern for clarity In relations \n\nwithin companies. The purpose Is to Identify any shareholder able to \n\nexercise influence in the SE. - 23 -\n\nArticle 52 \n\nParagraph 1 \n\nThe ban on fixed interest represents an application of the principle that \n\nthere should be no distribution without profit. Paragraphs 2 and 3 \n\nNon-voting shares are permitted under specified conditions. There can be no other restriction or extension of voting rights. This \n\nwould in particular prohibit shares carrying a right to nominate members of \n\nthe supervisory board. Paragraph 5 \n\nThis represents an application of the principle of equal treatment of \n\nshareholders. Article 58 \n\nParagraph 1 \n\nIt is right and proper that the Issue of debentures convertible Into shares \n\nin conjunction with an increase In capital should be governed by the same \n\nrules with regard to the powers of the decision-making bodies Involved and \n\nthe same procedure followed as a straightforward Increase In capital. Paragraph 3 \n\nThis provision protects the holders of convertible debentures. The \n\nproportion of holders whose rights may be affected Is restricted by the \n\nsecond sentence. - 24 -\n\nArticle 59 \n\nIn the Interests of the shareholders It Is appropriate to require that any \n\nIssue of debentures carrying the right to a share in profits be decided In \n\nthe same way as an amendment to the statutes, and that the shareholders be \n\ngiven a right of subscription similar to their right In the event of an \n\nIssue of convertible debentures. - 25 -\n\nTITLE IV \n\nGOVERNING BODIES \n\nArticle 61 \n\nOn the question of governing bodies, the Statute is based on national \n\ncompany law and on the amended proposal for a Fifth Directive on the \nstructure of public limited companies;1 It makes provision for a \n\nseparation of powers between the general meeting of shareholders, which is \n\nto decide certain major Items of business, and the bodies which are to \n\nmanage and represent the SE. 7h3 management and representation of the SE Is to be the function either of \n\na management board, with a supervisory board monitoring Its activities (the \n\ntwo-tier board system)\u00bb or of a administrative board (the single-tier \n\nsystem). The SE s founder companies are authorized to choose between the \n\ntwo systems; detailed rules for each system are spelt out In Section 1 and \n\nSection 2. Section 3 sets out rules common to both systems, while \n\nSection 4 contains detailed rules governing the general meeting. 1 \n\nOJ No C 240, 9 September 1983. - 26 -\n\nSECTION 1 \n\nTwo-tier board system \n\nSUB-SECTION 1 \n\nManagement Board \n\nArticle 62 \n\nThe most Important characteristic of the two-tier system Is that the \n\nmembers of the management board are always to be appointed by the \n\nsupervisory board; the two bodies are kept separate by a rule preventing \n\nthe same person from serving on both at the same time. SUB-SECTION 2 \n\nSupervisory board \n\nArticle 63 \n\nThe members of the supervisory board are to be appointed by the general \n\nmeeting and, where the SE uses a model of employee participation which so \n\nrequires, by the employees too. Article 64 \n\nTo be able to perform Its function the supervisory board is to receive a \n\nquarterly report on the company's affairs. The supervisory board must be \n\nable to require the management board to provide Information or a special \n\nreport on any matter concerning the company at any time, and must be able \n\nto carry out any enquiries necessary for the performance of its duties. Any member may also require that Information be given to the supervisory \n\nboard as a whole; but In order to avoid duplication such requests must be \n\nmade through the chairman of the board. - 27 -\n\nArticle 65 \n\nTo ensure that the supervisory board functions properly It Is to be \n\nConvened noj* only at the chairman's Initiative or at the request of the \n\nmanagement board but likewise at the request of any of Its members. Like \n\nthe preceding article, this provision Is necessary In order to avoid any \n\npossibility of collusion between the management board and a majority on the \n\nsupervisory board. SECTION 2 \n\nSingle-tier system \n\nArticle 66 \n\nThis Article defines the fundamental characteristics of the single-tier \n\nstructure. The administrative board must have at least three members, \n\nappointed by the general meeting and, where the model of participation In \n\nuse requires It, by the employees. All the members are to designate one \n\nor more executive members from among Its own members, and to delegate the \n\nmanagement and representation of the company to them; the main function of \n\nthe other members Is to supervise the executive members; In order to \n\nstrengthen the position of the non-executive members, they are to be more \n\nnumerous than the executive members. Article 67 \n\nThe board Is to meet at least once every quarter to allow the executive \n\nmembers to report to the whole board, and so to enable the non-executive \n\nmembers to supervise the management and progress of the company's affairs. All members of the administrative board have the same rights and \n\nobligations, apart from the actual management of the company; It does not \n\nappear necessary to make provision for an Individual right of access to \n\nInformation or of enquiry as In Article 64(3) and (4). - 28 -\n\nSECTION 3 \n\nRules common to the single and two-tier board systems \n\nArticle 68 \n\nThe better to ensure that the members of the governing bodies can be held \n\nresponsible for their acts It was felt useful to state the principle that \n\nthey can be appointed only for a specific period of time, which is not to \n\nexceed six years. Article 69 \n\nThe functions of the members of the governing bodies are such that they can \n\nproperly be carried out only by natural persons. The admission of legal \n\npersons to any of these bodies has therefore to be subject to special \n\nrules, first and foremost the requirement that such a legal person must \n\nappoint a natural person to represent It In the performance of Its duties \n\non the relevant board. Paragraph 4 has been Included to allow representation of a minority of \n\nshareholders on the administrative or supervisory board. Particularly \n\nwhere an SE has been set up as a Joint subsidiary. It may be Important to a \n\nfounder company with a minority holding In the capital to have the \n\nassurance that Its Interests will be represented on the board. There would \n\nbe no such assurance If the members of the administrative or supervisory \n\nboard were elected under the general rules In Article 94(2), according to \n\nwhich resolutions of the general meeting are to require a majority. Article 70 \n\nThe main purpose of this Article Is to allow a list of alternate members to \n\nbe elected, so that there will be no need to set the expensive election \n\nprocedure In motion every time there Is a vacancy on the board. Article 71 \n\nThis provision deals with the representation of the company in dealings \n\nwith third parties, and Is closely based on the rules in the First Company \n\nLaw Directive, Directive 68/151/EEC, both as regards the question of \n\nwhether those acting for the company are to do so together or may do so \n\nalone and as regards the appointment of persons with general authority to \n\nrepresent the company. - 29 -\n\nArticle 72 \n\nThe supervisory board or non-executive members are confined to supervising \n\nthe management of the company. But It does not contradict this principle \n\nto require that development programmes and strategies and other measures of \n\nmajor importance to the company be decided by the management board or the \n\nexecutive directors only with the agreement of the supervisory board or of \n\nthe administrative board as a whole. Even though authorization for a \n\nparticular operation has to be obtained, It is the Management Board or the \n\nexecutive directors who will take the decision and Implement It. Article 73 \n\nThis provision Is Intended to prevent members of the governing bodies from \n\nabusing their powers in their personal Interest and to the detriment of the \n\ncompany. It does not prohibit transactions of the kind at Issue, but seeks \n\nto provide an effective means of control by making them subject to \n\nauthorization. Article 74 \n\nEvery member of a board Is to have the same rights and obUgat Ions even \n\nthough certain responsibilities of the board may be entrusted to particular \n\nmembers. One of the main obligations of board members Is the obligation to \n\nprotect confidential Information. This Article also makes It clear that \n\nthe fundamental duty of the members of the governing bodies of the company \n\nis to act In the Interests of the company. Article 75 \n\nThe general rule Is that the power to appoint the members of the \nsupervisory board or the administrative board Is accompanied by the power \nto remove them at will. - 30 -\n\nThis Article also lays down a procedure for the removal of members by the \n\ncourts, acting on the application of bodies or persons who do not have \n\npower to appoint the members concerned. This exception Is also necessary \n\nwhere, In accordance with the model of employee Involvement, members of the \n\nboard are coopted. Article 76 \n\nThis provision lays down the basic rules for the quorum and majority \n\nrequired for board decisions. Article 77 \n\nThis Article and those following It deal with the liability of the \n\ngoverning bodies of the SE for loss wrongly caused to the company. There \n\nis to be liability only if the company has suffered damage. Thus there has \n\nto be a causal link between the act done and the damage Itself. Where the governing body has more than one member, It Is difficult for an \n\noutsider to know which member may have caused the damage; the provision \n\ntherefore makes all the members of the relevant body Jointly and severally \n\nliable, whatever the nature of the act. Under the ordinary principles of civil law a person who has suffered damage \n\nIs required to prove that the person who caused It was at fault. This rule \n\nhere would defeat many actions for liability, as It would be very difficult \n\nfor an outsider to verify what was done Inside the company. The burden of \n\nproof has therefore been reversed, and the members of the board required to \n\nprove that no fault Is attributable to them personally. - 31 -\n\nArticle 78 \n\nThis provision sets out to clarify the procedural rules governing actions \n\nbrought on the company's behalf against members of the governing bodies. An action may be brought by the administrative board or by the supervisory \n\nboard; an action must be brought If the general meeting so decides. The provision also gives minority shareholders and creditors the right to \n\nbring actions on behalf of the SE. - 32 -\n\nArticle 79 \n\nThis provision allows the SE to waive Its right to bring an action for \n\ndamages, but Imposes certain conditions to ensure that the rights to bring \n\nsuch actions conferred by the earlier articles do not become Illusory. Article 80 \n\nThe severity of the rules on liability Is balanced by the Imposition of a \n\nperiod of limitation, which In view of the cross-border character of the SE \n\nIs set at five years. - 33 -\n\nSECTION 4: GENERAL MEETING \n\nArticle 81 \n\nA number of major steps require a resolution of the general meeting: the \n\nlist given here Is not an exhaustive one. The Statute draws no distinction between ordinary and extraordinary general \n\nmeetings. It does however require a qualified majority rather than a \n\nsimple majority in certain cases. The provisions set out In this Section are Intended to protect the rights \n\nof shareholders at general meetings and to provide safeguards against \n\ncertain decisions which may be taken by such meetings. Article 82 \n\nIn accordance with a principle common to all Member States, a general \n\nmeeting must be held at least once a year. This Is made necessary by the \n\nneed to approve the annual accounts. But given the long list of matters necessitating a resolution of the \n\ngeneral meeting, It must be possible to call a general meeting as the \n\nconduct of the company's affairs requires. The management board or the \n\nadministrative board must therefore be entitled to call a general meeting \n\nat any time, and this power must not be restricted by the statutes. Article 83 \n\nA minority of shareholders as defined in Article 75 must also be able to \n\nrequire a general meeting. While shareholders must be prevented from abusing this power, the governing \n\nbodies of the company cannot be allowed to have the last word, so the \n\nshareholders should be authorized to refer the matter to the courts If \n\ntheir request Is not complied with within one month. - 34 -\n\nArticle 84 \n\nThe method of calling the general meeting must be such that news of It can \n\nreach all shareholders. The minimum Information which must be provided by the notice of the meeting \n\nIs laid down in the Statute. There Is no need to comment on the details \n\nlisted, although It Is Important that the shareholder should know whether \n\nhe Is being called to an ordinary, extraordinary or special meeting, since \n\nthe rules for the quorum and majority will be different depending on the \n\nnature of the meeting. The laws of all Member States lay down a minimum period between notice and \n\nmeeting, but the periods set vary between five days and one month depending \n\non the Member State. Shareholders have to be allowed sufficient time to prepare to attend the \n\ngeneral meeting or to arrange to be represented there; It must be borne In \n\nmind that a stead Ily growing number of shareholders may be resident outside \n\nthe country where the company has Its registered office, and that short \n\ndeadlines would prevent them from attending. Nor would the arrangements \n\nfor proxies and for the amendment of the agenda by a minority be able to \n\nfunction without sufficiently long deadlines. The Statute therefore lays \n\ndown a period of one month. Article 85 \n\nA minority of shareholders equal to that entitled to call a general meeting \n\nshould also be In a position to have one or more additional items Included \n\non the agenda of a general meeting already called. It may be that for one \n\nand the same meeting various minorities will cause various amendments to be \n\nmade to the agenda. As the notice of the meeting Is to be published \n\none month before the meeting takes place\u00bb requests for the Inclusion of \n\nadditional Items are to be put forward within seven days of the first \n\nnotice; this will enable the company to notify all shareholders of the \n\namended agenda, through the same channels as those laid down for the \n\ncalling of the meeting, not less than seven days before the meeting takes \n\nplace. - 35 -\n\nArticle 86 \n\nThe Statute prevents attendance at the general meeting being made subject \n\nto conditions other than procedural formalities such as the deposit of \n\nshare certificates with a notary, a bank or the company itself, \n\nnotification by the shareholder of his Intention to attend the meeting, or \n\nproper recording of registered shares In the company register. The \n\nstatutes may not, for example, require possession of a stated number of \n\nshares as a qualification for attendance. Article 87 \n\nIt often happens that the shareholder Is unable or unwilling to attend the \n\ngeneral meeting, particularly If he Is not resident In the country In which \n\nthe company has Its registered office. Representation by proxy Is provided \n\nfor in all Member States. The Statute recognizes this right and prohibits \n\nany provision to the contrary In the statutes. In certain companies It may be useful to restrict the categories of persons \n\nwho may be appointed as proxies. These restrictions are to be laid down by \n\nthe law of the place where the company has Its registered office or In the \n\nstatutes; a shareholder may always appoint another shareholder as his \n\nproxy. To make It easier to verify the proxy's credentials, he must be nominated \n\nto the company In writing; the company Is to preserve the document for at \n\nleast three years, the same period as that laid down for the other \n\ndocuments relating to the meeting such as the attendance list and the \n\nminutes. Article 88 \n\nArticle 87 will not be sufficient where bodies such as associations of \n\nshareholders or credit Institutions ask the shareholders to give them \n\nproxies and themselves designate later the persons who are to exercise \n\nthem. Additional guarantees are needed here to ensure that the proxy votes \n\nIn accordance with the Instructions given. - 36 -\n\nBy way of exception the proxy may depart from the shareholder's \n\nInstructions or the statement made to the shareholder; he must then inform \n\nthe shareholder accordingly as soon as possible and provide all necessary \n\nexplanations. Article 89 \n\nThe notice convening the general meeting does not provide the shareholders \n\nwith sufficient Information regarding certain particular decisions to be \n\ntaken^by It. The Statute therefore provides that certain documents are to \n\nbe available to every shareholder, at the latest by the date of dispatch or \n\npublication of the notice. The main such documents are the annual accounts \n\nand the auditors' report; the texts of agreements requiring approval by the \n\ngeneral meeting must also be available. Article 90 \n\nIt Is not enough to give the shareholders the right to put questions to the \n\nmanagement at the general meeting; the management must also be required to \n\nsupply the Information requested. The Information requested may be refused If it would be likely to cause \n\nharm to the company or If Its disclosure would be Incompatible with a legal \n\nobligation of confidentiality. Apart from these restrictions on the duty to supply Information, the \n\nstatutes may not make provision for any other grounds of refusal. The board Is responsible for supplying Information. If the board and the \nshareholder disagree as to whether Information asked for should be \n\nsupplied, the power to settle the matter cannot be left with the general \n\nmeeting, where an objective decision cannot be guaranteed. The Regulation \n\nprovides for an appeal to the court to check the validity of the refusal. - 37 -\n\nArticle 91 \n\nThe Statute here follows a principle common to the laws of ail \n\nMember States by prohibiting the general meeting from taking decisions on \n\nany matters not on the agenda communicated or published in accordance with \n\nArt icles 84 and 85. But this principle need not apply where all shareholders are present or \n\nrepresented at the meeting and no shareholder objects. Article 92 \n\nThe shareholder's voting rights must be proportionate to his stake in the \n\ncapital as represented by his shares. Only two exceptions are permitted, \n\nand only if they are provided for in the statutes. Thus double or multiple voting rights are prohibited. The Statute itself lays down two cases In which the right to vote may not \n\nbe exercised, and refers to the law of the State in which the SE has Its \n\nregistered office for certain other cases. Article 93 \n\nIn the case of certain conflicts of Interest between the company and the \n\nshareholder, the shareholder must be prevented from exercising his voting \n\nrights. The Regulation sets out the circumstances In which this is so. These prohibitions apply not only to shareholders but to their proxies as \n\nwell. They apply to shareholders whether or not they own the shares \n\ncarrying the voting rights in question. Article 94 \n\nThis Article defines the majority needed for resolutions of the general \n\nmeeting: as an absolute majority of the votes attached to the capital \n\nrepresented. - 38 -\n\nThe statutes may require larger majorities for all or for certain \n\nresolutions. An exception is made in order to facilitate the appointment \n\nor dismissal of board members. The Regulation \n\nitself also requires higher majorities \n\nfor \n\ncertain \n\nr\u00e9solut ions. Art icle 95 \n\nThis provision gives the general meeting power to make any amendment to the \n\nstatutes, with carefully defIned'except ions. Where the general meeting empowers the Board to do certain things which \n\nrequire amendment of the statutes, it must be possible to empower the Board \n\nto amend the statutes accordingly. For example, an authorization to \n\nincrease the subscribed capital up to a fixed maximum may include an \n\nauthorization to amend the issued capital in the statutes; this may also be \n\nthe case where convertible debentures are to be converted. Article 96 \n\nThe Information which under Article 84(2) must be included In the notice \n\nconvening the general meeting is not sufficient where shareholders are \n\nrequired to decide on an amendment to the statutes. In that case the full \n\ntext of the amendments proposed must be included too. Art icle 97 \n\nFollowing the example of the laws of most Member States, the Statute \n\nrequires a qualified majority for a resolution of the general meeting to \n\namend the statutes. - 39 -\n\nIn a limited liability company a shareholder's only obligation is to pay up \n\nthe amount he has agreed to contribute. It follows that an increase in the \n\nobligations of the shareholders cannot be decided simply by the majorities \n\nrequired for amendment of the statutes. All the shareholders concerned \n\nmust approve. An amending resolution must be made public. Article 98 \n\nAdditional rules are needed where the company has issued different kinds of \n\nshares. If the measures envisaged would also change the relationship \n\nbetween the classes of share, there must in addition to a resolution of the \n\ngeneral meeting also be a separate vote of each class of shareholder whose \n\nrights are affected by the resolution. Article 99 \n\nMinutes are to be drawn up for each session of the general meeting. The \n\nRegulation lays down the minimum information which must be included. The minutes are addressed primarily to the shareholders. It does not \n\nappear necessary to require that they be registered and published. Article 100 \n\nActions for the annulment of resolutions of the general meeting are of \n\ngreat importance to the shareholders and to outsiders. Both would wish to \n\nsee any such actions brought quickly. Paragraph 3 therefore restricts the \n\nperiod In which such an action may be brought to three months from the \n\nclosure of the general meeting. - 40 \n\nThe grounds for annulment are fairly broad: any Infringement of the \n\nRegulation or of the company's statutes is sufficient. This would Include \n\nan infringement of the shareholders' entitlement to Information, to the \n\nextent that It influenced the general meeting. The ordinary grounds of \n\nannulment under general principles of law, such as abuse of a majority \n\nposition, might also be Invoked. Annulment or suspension of a resolution is valid against third parties, and \n\nthe court's decision is to be disclosed by registration and publication in \n\nthe ordinary way. A declaration that a resolution is void can be prevented if, on the order \n\nof the court or before the court has delivered Judgement, the general \n\nmeeting amends the resolution challenged. The court retains a wide \n\ndiscretion with regard to the resolutions concerned in this Article. - 41 -\n\nTITLE V \n\nAnnual account\u00bb and consolidated account\u00bb \n\nThe Council has adopted three Directives relating to the preparation, \n\nauditing and publication of annual accounts and consolidated accounts. These are the Fourth Councl I Directive (78/660/EEC) of 25 July 1978 on \n\nannual accounts, the Seventh Council Directive (83/349/EEC) of 13 June 1983 \n\non consolidated accounts and the Eighth Council Directive (84/253/EEC) of \n\n10 April 1984 on the approval of persons responsible for carrying out the \n\nstatutory audits of accounting documents. In addition, the Council adopted \n\non 8 December 1986 a Directive (86/635/EEC) which specifically relates to \n\nthe annual accounts and consolidated accounts of banks and other financial \n\nInstitutions. The annual accounts and consolidated accounts of Insurance \n\ncompanies are the subject of a further proposal for a Directive which Is \n\ncurrently before the Council. The provisions of Title V refer extensively \n\nto this Community legislation. The SE must \n\ncomply \n\nwith \n\nthe provisions \n\nof \n\nthe \n\nFourth \n\nand \n\nSeventh Directives. It will be able to make use of the options which the \n\nabove Directives grant Member States. Those European companies which are credit Institutions or Insurance \n\ncompanies have to apply the national provisions adopted pursuant to the \n\nDirectives on those subjects. - 42 -\n\nTITLE VI \n\nGROUPS OF COMPANIES \n\nArticle 114 \n\n1. The question of rule\u00bb dealing specifically with groups arises In \n\nconnection with the European Company Statute because two of the ways of \n\nsetting up an SE (creation of a holding company or of a Joint subsidiary) \n\nautomatically entail the formation of a group of companies. What, then, \n\nare the rules which will govern relations between the SE and Its \n\nsubsidiaries? \n\nThe aim of the original draft of the European Company Statute was to enable \n\nthose setting up an SE to opt for a special group status, which would \n\nfacilitate management of the company as a single economic unit, while at \n\nthe same time ensuring appropriate protection for the Interests of \n\nthird parties (e. g. minority shareholders and creditors). The Memorandum on the European Company Statute asked, however, whether the \n\nStatute was the proper place to create a body of rules governing groups \n\n(Suppl. 3/88 - Bull. EC, p. 15). 2. At present the laws of Germany and Portugal are the only ones which \n\nrecognize the right of a parent company of a group to manage its \n\nsubsidiaries In the Interests of the group, and which consequently lay down \n\nspecific safeguards for minority shareholders and creditors. In the 1985 White Paper on the Internal market the Commission stated that \n\nIt was considering a proposal to coordinate the national law on the subject \n\nIn the light of comparative law studies In progress (point 144). - 43 -\n\n3. If specific rules are included In the Statute at this stage they will \n\nprejudge the outcome of those studies, and will Jeopardize the rapid \n\nadoption of the regulation establishing the Statute. Debate on the Commission's 1970/75 proposal came to a halt In 1982 because, \n\nbefore stating a view on the arrangements for groups where one member of \n\nthe group Is an SE, delegations wanted to know what the Commission would be \n\nproposing for the harmonization of the Member States' legislation on groups \n\nin general. Specific rules would certainly be useful to facilitate the management of a \n\ngroup headed by an SE. But they are not Indispensable. An SE can be \n\ntreated as a public limited company governed by the legislation of the \n\nMember State In which It has Its registered office, and Its rights and \n\nobligations can be determined by reference to the rules governing such a \n\ncompany, whether It Is the parent company or the subsidiary In a group. On the basis of the rules and principles of private International law \n\ngenerally accepted In the Member States It can be presumed that the law \n\napplicable to a subsidiary will determine the rights and obligations of a \n\nparent company which Is Itself governed by a different set of national laws \n\nfrom that applying to the subsidiary. 4. If we follow this approach It should be stated In the regulation \n\nestablishing the European Company Statute that where an SE Is a subsidiary \n\ncompany or, In the language of the Statute, a \"controlled undertaking\". It \n\nis to be treated like any other public limited company governed by the laws \n\nof the Member State In which It has Its registered office. On the other hand, If It Is the SE which Is exercising control, the \n\nregulation establishing the Statute does not need to lay down specific \n\nrules, which will be supplied by the law governing the company controlled \n\nby the SE. - 44 -\n\nThe rights conferred and the obligations Imposed on a firm as a result of \n\nthe control It exercises over another which Is governed by separate \n\nlegislation do not however affect any obligations which may be Incumbent on \n\nthe controlling undertaking under Its own proper law, for example as \n\nregards the preparation of consolidated accounts. - 45 \n\nTITLE VI I \n\nArticle 115 \n\nThis Article sets limits to the procedures for the winding up of an SE. In \n\nthe interests of legal certainty and the protection of shareholders the \n\ngrounds for automatic winding up must be restricted. The Statute \n\nprescribes only the case where the duration of the company laid down In the \n\nstatutes \n\nexpires; this \n\npossibility \n\nexists \n\nIn \n\nthe \n\nlaws \n\nof \n\nall \n\nMember States. As the documents are a matter of public record, the \n\nduration of the company is an incontestable fact which can be verified by \n\nanybody. In allowing the general meeting of shareholders to decide to wind up the \n\ncompany the Statute. is likewise accepting a rule which is generally \n\nrecognized; the mechanisms are governed by Article 116. Failing a decision of the general meeting, winding up requires a court \n\ndecision; such a decision may be granted on a ground contemplated In the \n\nlaw of the place where the SE has its registered office or In the statutes, \n\nor where no disclosure of annual accounts has taken place, or where the \n\nissued capital has been reduced below the legal minimum. Article 116 \n\nOn the one hand the Statute limits the grounds for automatic winding up; \n\nbut on the other It seeks to facilitate the taking of a decision to wind up \n\nthe company by the shareholders, in order as far as possible to avoid the \n\nneed for court proceedings. A distinction Is made as regards the majority \n\nneeded at the general meeting. Where the ground of winding up Is one \n\ncontemplated by law or by the statutes, a simple majority is sufficient. - 46 -\n\nIn all other cases a decision to wind up the company represents an \n\namendment to the statutes, for which the laws of all Member States require \n\na qualified majority. It should be emphasized that this rule represents a \n\nminimum requirement, and the statutes may Impose stricter conditions. Article 117 \n\nIt has already been observed that the power conferred on the courts to \n\ndecide that an SE Is to be wound up can only be a residual one; the power \n\nto decide Is to lie In the first place with the shareholders. As a matter of principle it will be for the Member States to regulate the \n\nprocedure to be followed before the court. But it does appear necessary to \n\nmake rules on who is entitled to Initiate such proceedings. First and \n\nforemost there would be the governing bodies of the company. The general \n\nmeeting, however, would be entitled to decide by Itself to wind up the \n\ncompany. However, to avoid any abuse of the majority requirements In \n\nArticle 116, any shareholder or person showing a legitimate Interest must \n\nalso be in a position to refer the matter to the court. in a case where the Irregularity which forms the ground for winding up can \n\nbe remedied, the court must be able to grant the company sufficient time to \n\ndo so. Article 118 \n\nTo ensure that shareholders and third parties are properly protected, there \n\nmust be proper disclosure of the decision to wind up the company. - 47 -\n\nArticle 119 \n\nThis provision Is Intended to clear up the uncertainty as to whether a \n\ndecision to allow a company to continue in business Is possible after the \n\ndecision to wind It up has been taken by the general meeting of \n\nshareholders. Clearly the fresh decision must require at least the same \n\nmajority as that required for the Initial decision to wind up the company. But a decision to continue must be ruled out once any distribution has been \n\nmade In the course of the liquidation. The general meting may also review \n\nan automatic winding up which takes place because the duration of the \n\ncompany has expired. The decision to continue will require a change In the \n\nobjects of the company and must be disclosed. The Statute does not deal with the grounds on which a winding-up decision \n\nmade by a court may be reviewed. Article 120 \n\nAny winding up leads automatically to the liquidation of the assets. Once \n\nthe decision to wind up has been taken, the company continues to exist only \n\nfor purposes of the liquidation. Liquidation Is everywhere administered either by one or more liquidators. Clearly the appointment of liquidators Is of particular Importance to the \n\nshareholders. To safeguard their role In the choice of liquidators, the \n\nStatute lays down a set of rules on the shareholders' powers. Under this scheme liquidators may be appointed In the first place by the \n\nstatutes or by methods set out therein. Such clauses can of course be \n\namended, even after a decision to wind up the company, but only In the \n\nmanner required for the amendment of those documents. Secondly, the \n\ngeneral meeting of shareholders may appoint liquidators, which Is a \n\n\f- 48 -\n\ngenerally accepted rule. To facilitate a decision the Statute requires a \n\nsimple majority of the votes cast. Individual shareholders are protected \n\nagainst any abuse on the part of the majority by Article 131, which makes \n\nIt possible to have a liquidator removed by a court on showing cause. In \n\nthe third place. In case the general meeting falls to appoint liquidators, \n\na power of appointment must be conferred on a court. To speed up the \n\nappointment and to give maximum protection to those concerned, the matter \n\nmay be brought before the court not only by the governing bodies of the \n\ncompany but also by any shareholder, whatever his stake In the capital. But this power In any event remains a subsidiary one, to be exercised \n\nfalling appointment under the statutes or Instrument of Incorporation or by \n\nthe general meeting. The set of rules on the appointment of liquidators would be incomplete \n\nwithout provision for the case where the statutes are silent and neither \n\nthe general meeting nor the court has made an appointment. In that case \n\nthe members of the administrative or management body are to be deemed to be \n\nliquidators until the powers already referred to have been exercised. Finally, the general meeting, or falling that the court, Is to set the \n\nremuneration of the liquidators. - 49 -\n\nArticle 121 \n\nThe rules on the appointment of liquidators in Article 120 must be \n\nsupplemented by rules on their removal. The fact that a liquidator has \n\nbeen appointed under the statutes should not prevent his removal by the \n\ngeneral meeting of shareholders, acting by a majority of the votes cast. This is all the more true of the withdrawal of an appointment originally \n\nmade by the general meeting. However, it appears appropriate to give the \n\ncourt a general power of removal, alongside that of the general meeting, \n\nnot only in the interest of those managing the company, but above all In \n\norder to protect Individual shareholders against any negligence on the part \n\nof the majority of shareholders which might allow a liquidator who fails \n\nproperly to perform his duties to continue in office. Any removal of a \n\nliquidator is to be disclosed. Article 122 \n\nThe Regulation adopts the quite general rule that the liquidators may do \n\nanything, even undertaking new transactions, to the extent necessary for \n\nthe purposes of the liquidation, which has become the new object of the \n\ncompany. The liquidators are to have power to bind the company In dealings with \n\nthird parties and in legal proceedings. To ensure protection for third \n\nparties provision is made here for disclosure of the appointment and \n\ntermination of office of liquidators and the extent of their power to \n\nrepresent the company. Article 123 \n\nThe Regulation requires certain safeguards as regards the civil liability \n\nof liquidators. Firstly, the civil liability of liquidators may In no case \n\nbe less strict than that of the members of the single board or management \n\nboard. Any reduction in the liability of liquidators as compared with the \n\n\f- 50 -\n\nthe liability of the members of the relevant board Is therefore prohibited, \n\nand thus may not be provided for by clauses in the statutes. Article 124 \n\nIt Is normal practice to draw up a statement of assets and liabilities at \n\nthe date on which liquidation begins. The Regulation requires that such a \n\nstatement be drawn up, but does not seek to regulate its contents or to \n\nrequire disclosure. The document must be supplied on request to any \n\nshareholder, member or creditor. To avoid any misunderstanding in this matter, the Regulation leaves no \n\ndoubt that the winding up and liquidation of a company in no way affects \n\nits obligations under the rules on company accounts, which are to apply \n\nsubject to the specific requirements of the liquidation. Article 125 \n\nThe winding up of any company must be disclosed In accordance with \n\nArticle 9. But disclosure of this kind is not sufficient to ensure equivalent \n\nprotection of the company's creditors throughout the Community. The \n\nStatute therefore goes on to make the same disclosure requirements apply to \n\nthe invitation to creditors to lodge their claims and to the Indication of \n\nthe date after which distributions may be made. Any known creditor of the \n\ncompany is to receive a similar invitation individually. To avoid any \n\nmisunderstanding the Regulation makes no provision for a cut off date for \n\ncreditors who do not come forward by the date indicated. The date to be \n\nindicated merely represents information supplied to creditors, and In no \n\nway affects their claims on the company in liquidation. - 51 -\n\nArticle 126 \n\nAccording to a general principle governing liquidation all creditors of the \n\ncompany must be paid in full before there can be any distribution of the \n\nnet assets remaining. The statutes may determine the beneficiaries of any \n\nsuch distribution. In the absence of such a clause the net assets are to \n\nbe distributed among the shareholders. That distribution is to be in \n\nproportion to their holdings in the capital of the company, unless the \n\nstatutes provide otherwise. There is a particular problem where the \n\ncapital has not been paid up in equal proportions. In that case, in order \n\nto ensure that the shareholders are treated equally, all considerations \n\npaid up are to be repaid, and the net assets remaining are to be \n\ndistributed by the proportional rule. Lastly, no distribution may be made until adequate security has been set \n\naside for claims which have not yet fallen due, or which are In dispute, or \n\nwhere the creditor cannot be Identified. Article 127 \n\nFor the better protection of the shareholders against any failure to comply \n\nwith the principles of distribution in Article 126, the liquidators must \n\ndraw up a distribution pian after the date Indicated in the invitation to \n\ncreditors Issued under Article 125. This document must be brought to the \n\nattention of the general meeting and of any beneficiary designated In the \n\nstatutes. The Regulation requires that the general meeting be Informed, \n\nbut does not require Its approval. - 52 -\n\nThe protection provided takes the form of a right to challenge the plan \n\nbefore a court, a right held by any shareholder and any beneficiary, but \n\nnot by a creditor, who at this stage should already have been paid In full. In the event of any such challenge it will be for the court in question to \n\ndecide whether, and if so to what extent, any partial distribution may be \n\nmade pending the final decision. Article 128 \n\nThe liquidation is terminated once the distribution has been made. Where after the liquidation has been terminated previously unknown assets \n\nor liabilities of the company come to light, the liquidation may be \n\nreopened, but only by a decision of the court, which must appoint the \n\nliquidators. The fact that a liquidation has been terminated is subject to a disclosure \n\nrequirement. Articles 129 and 130 \n\nIn all Member States there are special rules governing companies which are \n\nthe subject of proceedings for insolvency or suspension of payments, and \n\nthe Regulation does not affect those rules. A draft convention aligning these Insolvency procedures has been drawn up \n\non the basis of Article 220 of the EEC Treaty. The draft is before the \n\nCouncII. Decisions taken in the course of proceedings for insolvency or suspension \n\nof payments are subject to a disclosure requirement. - 53 -\n\nTitle v in \n\nArticles 131 and 132 \n\nTitle VIII allows an SE to merge with other SEs and with public limited \n\ncompanies Incorporated under national law, either by taking them over or by \n\nforming a new SE Jointly with them. The reverse procedure Is also \n\nauthorized: an SE may be taken over by a national public limited company, \n\nand may set up a new national public limited company together with another \n\nsuch company or with another SE or other SE\u00bb. - 54 -\n\nTitle ix \n\nArticle 133 \n\nIt Is In the nature of an SE that It should operate across borders. It Is \n\nprimarily a new tool of cross-border cooperation, facilitating links \n\nbetween companies In different Member States. It Is essential, therefore, that the SE should be able to overcome the \n\nhandicap which this would otherwise Impose on It In terms of taxation. Where an SE conducts taxable business through permanent establishments \n\nabroad, losses suffered by those establishments would, generally speaking, \n\nnot be taken into account for tax purposes In Its country of residence If \n\nprofits from foreign business are exempt from tax In that country under \n\nnational tax law or bilateral conventions. This rule could result In an SE \n\nbeing more heavily taxed. To avoid this, paragraph 1 provides that such \n\nlosses may be deducted against an SE's profits. To safeguard the Interests of the Member State of the SE, paragraph 2 \n\nprovides that subsequent profits made by such permanent establishments are \n\nto be added to the SE's profits, up to the amount of the losses previously \n\ndeducted. Paragraph 4 takes account of the fact that in Member States applying the \n\nImputation system a tax treatment Identical to that under paragraphs 1 to 3 \n\nIs already applled. - 65 -\n\nTitles X and XI \n\nTo deal with the Involvement of employees In the SE, appropriate provisions \n\nshould be adopted by means of a Directive so as to enable Member States to \n\ntake account of their national rules and practices when Implementing the \n\nDirective In their national law. Article 135 does not lay down a rule of law. It merely refers to the \n\nprovisions of the Directive dealing with the Involvement of employees In \n\nthe SE, which Is complementary to this Regulation. Article 136 provides that an SE may be formed In any Member State which has \n\nimplemented In Its national law the provision\u00bb of Directive. dealing \n\nwith the Involvement of employee\u00bb In the SE. By so doing It prohibits the \n\ncreation of an SE In a State which has not Incorporated those provisions. Article 137 postpones the applicability of the Regulation so as to make Its \n\nentry Into force coincide with the date by which Member States must \n\nImplement the Directive. - 56 -\n\nCOMMENTARY ON THE ARTICLES OF THE DIRECTIVE \n\nThe purpose of the Directive I\u00bb to recognize the Involvement of employees \n\nin the company, to make them feel that the business of the firm Is their \n\nbusiness. The three models proposed each provide a structure through which \n\nthis involvement can operate. Article 2 clarifies the concept of employee participation as being not in \n\nthe day-to-day running of the firm, which Is the function of management, \n\nbut in supervision and strategic development. Article 3 determines the mechanisms for choosing between the various models. f participation; It allows a Member State to restrict the choice to two \n\nmodels or even a single model. - 57 -\n\nThere are different possibilities. If only one model Is permitted the SE \n\nwill have to adopt that one. Where the choice Is between two or three, the \n\nmanagements of each of the founder companies are to choose a model, If \n\npossible with the agreement of the representatives of their own employees \n\nprovided for by the law or practice of the relevant Member State. If the \n\nmanagement and employee representatives cannot reach agreement on the model \n\nproposed by management, management may decide to propose another model \n\nacceptable to the employees; but It must not be forgotten that the SE \n\ncannot be set up without the approval of the general meeting of \n\nshareholders. It would be unrealistic to give the employees a right of \n\nveto which might prevent formation of the SE, or Induce management to \n\nlocate Its registered office In another Member State. If no agreement Is \n\nreached, therefore, the model is to be chosen by management. If the representatives of the employees of company A and company B disagree \n\nbetween themselves on the choice of model proposed by management, the \n\nmajority will prevail. An SE may never be set up until a model of \n\nparticipation has been chosen. After the SE has been formed It may prove necessary to change the model \n\nchosen at the time of formation. Such a change will be possible if there \n\nIs agreement between the management of the SE and the representatives of \n\nIts employees. The agreement is to be approved by the general meeting. In view of the great flexibility of the Statute, which will allow models of \n\nparticipation to be adopted which will operate In different ways according \n\nto national traditions, paragraph 4 requires each Member State to determine \n\nthe details of the practical application of the participation models which \n\nmay be used by SEs having their registered offices In Its territory. - 58 -\n\nArt le le 4 makes provision for a model of employee participation either on \n\nthe supervisory board (the two-tier system) or on the administrative board \n\nwith a definition of management and supervisory functions (the single-tier \n\nsystem). If this model is chosen all the employees of the SE and its various \n\nestablishments, In whatever Member State they are employed are to elect \n\nrepresentatives to the supervisory board (or administrative board) of the \n\nSE itself; these board members (at least one-third and not more than \n\none-half) will sit alongside the shareholders' representatives (at least \n\none-half and not more than two-thirds). Pursuant to Article 74 of Council Regulation \n\nall board members, \n\nwhether they represent employees or shareholders, are to have the same \n\nrights and obligations. However the power to authorize certain operations \n\n(listed In Article 72 of the Regulation) will rest with a majority of the \n\nmembers. A minority will be Informed and consulted; It will in any event \n\nbe able to express its view, even If it is not in a position to decide on \n\nthe operation itself. In one Member State the general meeting and the \n\nemployees do not designate their representatives directly. Article 4 (II) \n\ntakes account of this original system of appointing the Supervisory board. If this system were adopted by an SE, the shareholders and the employees or \n\nthier representatives would have the same rights to recommend, or to object \n\nto, the appointment by the supervisory board of a new member of that board. Article 5 makes provision for a model of employee participation through a \n\nbody which represents the employees at company level but is separate from \n\nthe company supervisory or management structure. If this model is chosen \n\nall employees of the company and Its various establishments. In whatever \n\nMember State they may be employed, are to elect representatives to sit on \n\nthis body, where they will enjoy the same rights of Information (cf. Article 64) of the Regulation) and of consultation in the implementation of \n\nthe same decisions (listed in Article 72 of the Regulation) as those In the \n\nmodel defined In Article 4. - 59 -\n\nArticle 10 makes It clear that the rights of Information and consultation \n\nconferred on the separate body referred to In Article 5 In no way diminish \n\nthe rights enjoyed under the laws of the various Member State\u00bb by the \n\nrepresentatives of the employees of the SE's establishment\u00bb there: \n\nBetrlebsrate. shop stewards. Conseils d'entreprise and so on are to retain \n\nthe rights they exercise on behalf of the employees they represent In the \n\nvarious establishments of the SE. Article 6 \n\nThis article allows other models of participation to be established In the \n\nSE by means of a collective agreement, to be negotiated between the \n\nmanagements of the founder companies and the representatives of those \n\ncompanies' employees. The Commission takes the view, for example, that the three-way model \n\nproposed by Parliament In 1974, and Incorporated In the Commission's \n\namended proposal of 1975, could be established within the SE by agreement. Other models would also be possible, as long as the agreement ensured that \n\nthe employees or their representatives had the same rights of Information \n\nand consultation as those provided by the other two models provided for In \n\nArticles 4 and 5. Paragraph 3 therefore empowers a \"works committee\" type \n\nof representation to ask the management for the Information It needs to \n\nperform Its functions, in the same way as the \"separate body\" representing \n\nthe \n\nworkers \n\nmay \n\ndo \n\nunder \n\nArticle 5(2)(b). Paragraph 4 \n\ncovers \n\nconfidentiality of Information along the lines laid down In the laws of a \n\nmajority of Member States. Paragraph 5 nevertheless allows the management \n\nto withhold certain sensitive Information If the law of the Member State \n\npermits. One might Imagine, for example, that the agreement concluded \n\nwould provide for Information and consultation of a general meeting of the \n\ncompany's employees, as Is done In certain companies. In that case, steps \n\nwould have to be taken to prevent Information from being disclosed which \n\nmight seriously Jeopardize the Interests of the SE or disrupt Its projects. - 60 -\n\nParagraph 8 authorizes a Member State which so desires to make provision \n\nfor another model, known as a \"standard model\", In conformity with the most \n\nadvanced practice In the country. The standard model would apply In the SE \n\nwhere the two parties so decided or where no agreement was reached. This \n\npossibility comes close to merely relying on national practice; the \n\nCommission has accepted It only on condition that the SE's employees or \n\ntheir representatives are guaranteed the rights of information and \n\nconsultation referred to In Article 6: that Is to say the quarterly \n\nInformation referred to In paragraph 2(a), the Information and consultation \n\nreferred to In paragraph 2(b) and, where the employees are represented by a \n\ncollegiate body, the right of that body to require the Information \n\nnecessary for the performance of Its duties under paragraph 3. Article 7 \n\nAll employees of the SE are automatically entitled to vote to elect their \n\nrepresentatives under any of the three models of participation. Provision must be made to ensure that representatives represent roughly \n\nequal numbers of employees, so that particular groups of employees are not \n\nover-represented, and. In models 2 and 3, that \n\nthe number of \n\nrepresentatives Is not too great. In model 1 the proportion between employees' representatives and \nshareholders' representatives will determine the number of seats available: \neither It will be one-third to one-half of the whole, or the whole board \nwl II be co-opted. In all other respects the rules governing elections will have to be laid \ndown In the Member States, If this has not already been done. Article 8 \n\nThe proportional rule Is to apply before the SE Is formed, too. In order to \n\nprevent all the representatives of the employees of the founder companies, \n\nwho may in some companies be very numerous and yet represent only a small \n\n\f- 61 -\n\nproportion of employees, from all having an equal say, together with \n\nmanagement In the choice of the model of participation or the setting-up of \n\nthe supervisory board where the number of places is limited to between one-\n\nthird and one-half vis-\u00e0-vis the shareholders' representatives. The \n\nseparate body must not comprise a very large number of members either, even \n\nIf Article 4 does not stipulate the number, which Is therefore to be laid \n\ndown In the statutes In consultation with the representatives of the \n\nemployees. The representatives designated In accordance with Article 8 \n\nwill continue to perform their duties until the new members elected by the \n\nemployees of the SE take up their duties. Article 9 provides that the employees' representatives are to be provided \n\nwith premises and other financial and material resources enabling them to \n\nmeet, to consult their voters (telephone, telex etc. ), to travel and to \n\nobtain expert assistance, In order to be able to perform their duties \n\nproperly. Close consultation between the management and employees' \n\nrepresentatives Is the best way of making a reasonable assessment of the \n\nreal needs of the employees' representatives. Article 10 has been commented on In connection with Article 5. Article 11 is not a further model of participation, as It would be \n\ndifficult to ensure that It was equivalent to the other three. It is not \n\neasy to be certain that the same Information and consultation is available \n\nhere as with the other three models. It Is nevertheless useful to make \n\nprovision for agreements providing for employee participation In the SE's \n\nprofits or losses. - 62 -\n\nProposal for a \n\nCOUNCIL REGULATION \n\non the Statute for a European company \n\nTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\nHaving regard to the Treaty establishing the European Economic Community, \n\nand in particular Article 100a thereof, \n\nHaving regard to the. proposal from the Commission, \n\nIn cooperation with the European Parliament, \n\nHaving regard to the opinion of the Economic and Social Committee, \n\nWhereas the completion of the internal market within the period set by \n\nArticle 8a of the Treaty, and the improvement it must bring about in the \n\neconomic and social situation throughout the Community, mean not only that \n\nbarriers to trade must be removed, but also that the structures of \n\nproduction must be adapted to the Community dimension; for this purpose it \n\nis essential that companies whose business is not limited to satisfying \n\npurely local needs should be able to plan and carry out the reorganization \n\nof their business on a Community scale; \n\nWhereas such reorganization presupposes that existing companies from \n\ndifferent Member States have the option of combining their potential by \n\nmeans of mergers; whereas such operations can be carried out only with due \n\nregard to the competition rules of the Treaty; \n\n\f- 63 -\n\nWhereas restructuring and cooperation operations involving companies from \n\ndifferent Member States give rise to legal and psychological difficulties \n\nand tax problems; whereas the approximation of Member States' company law \n\nby means of directives based on Article 54 of the Treaty can overcome some \n\nof these difficulties; whereas such approximation does not, however, remove \n\nthe need for companies governed by different legal systems to choose a form \n\nof company governed by a particular national law; \n\nWhereas the legal framework in which business still has to be carried on in \n\nEurope, being still based entirely on national laws, thus no longer \n\ncorresponds to the economic framework in which it must develop if the \n\nobjectives set out in Article 8a of the Treaty are to be achieved; whereas \n\nthis situation forms a considerable obstacle to the creation of groups \n\nconsisting of companies from different Member States. Whereas it is essential to ensure as far as possible that the economic unit \n\nand the legal unit of business in Europe coincide; whereas for this purpose \n\nprovision should be made for creating, side by side with companies governed \n\nby a particular national law, companies formed and carrying on business \n\nunder the law created by a Community regulation directly applicable in all \n\nMember States; \n\nWhereas the provisions of such a regulation will permit the creation and \n\nmanagement of companies with a European dimension, free from the obstacles \n\narising from the disparity and the limited territorial application of \n\nnational company laws; \n\nWhereas such a regulation forms part of the national legal systems and \n\ncontributes to their approximation, thus constituting a measure relating to \n\nthe approximation of the laws of the Member States with a view to the \n\nestablishment and functioning of the internal market; \n\n\f- 64 -\n\nWhereas the Statute for a European company (SE) is among the measures to be \n\nadopted by the Council before 1992 listed in the Commission's White Paper \n\non completing the internal market, approved by the European Council of June \n\n1985 in Milan; whereas the European Council of 1987 in Brussels expressed \n\nthe wish to see such a Statute created swiftly; \n\nWhereas since the presentation by the Commission in 1970 of a proposal for \n\na Regulation on the Statute for a European company, amended In 1975, work \n\non the approximation of national company law has made substantial progress, \n\nso that on those points where the functioning of a European company does \n\nnot need uniform Community rules, reference may be made to the law \n\ngoverning public companies in the Member State where it has its registered \n\noff ice; \n\nWhereas, without prejudice to any economic needs that may arise in the \n\nfuture, if the essential objective of the legal rules governing a European \n\ncompany is to be attained, it must be possible at least to create such a \n\ncompany as a means of enabling companies from different Member States to \n\nmerge or to create a holding company, and of enabling companies and other \n\nlegal bodies carrying on an economic activity, and governed by the laws of \n\ndifferent Member States, to form a Joint subsidiary; \n\nWhereas the European company itself must take the form of a public company \n\nlimited by shares, this being the form most suited, In terms of both \n\nfinancing and management, to the needs of a company carrying on business on \n\na European scale-, whereas In order to ensure that such companies are of \n\nreasonable size, a minimum capital should be set which will provide them \n\nwith sufficient assets without making It difficult for small and medium-\n\nsized businesses to form a European company; \n\n\f- 65 -\n\nWhereas a European company must be efficiently managed and properly \n\nsupervised; whereas it must be borne In mind that there are at present in \n\nthe Community two different systems of administration of public companies; \n\nwhereas, although a European company should be allowed to choose between \n\nthe two systems, the respective responsibilities of those r\u00e9pons lb le for \n\nmanagement and those responsible for supervision should be clearly defined; \n\nWhereas, having regard to the approximation effected by the Fourth Council \nDirective 78/660/EEC1 and the Seventh Council Directive 83/349/EEC2, as \n\nlast amended in both cases by the Act of Accession of Spain and Portugal, \n\non annual accounts and consolidated accounts, the provisions of those \n\ndirectives can be made applicable to European companies and such companies \n\nmay choose between the options offered by those provisions; \n\nWhereas under the rules and general principles of private International \n\nlaw, where one undertaking controls another governed by a different legal \n\nsystem, its ensuing rights and obligations as regards the protection of \n\nminority shareholders and third parties are governed by the law governing \n\nthe controlled undertaking, without prejudice to the obligations Imposed on \n\nthe controlling undertaking by its own law, for example the requirement to \n\ndraw up consolidated a counts-, \n\n1 OJ No L 222, 14. 8. 1978, p. 11. 2 OJ No L 193, 18. 7. 1983, p. 1. - 66 -\n\nWhereas, without prejudice to the consequences of any later coordination of \n\nthe law of the Member States, specific rules for the European company are \n\nnot at present required In this field; whereas the rules and general \n\nprinciples of private international law should therefore be applied both In \n\ncases where the European company exercises control and in cases where it is \n\nthe controlled company; \n\nWhereas the rule thus applicable in the case where the European company Is \n\ncontrolled by another undertaking should be specified, and for this purpose \n\nreference should be made to the law governing public companies In the State \n\nwhere the European company has its registered office; \n\nWhereas for purposes of taxation the SE must be made subject to the \n\nlegislation of the State In which it is resident; whereas provision should \n\nbe made for deduction of losses incurred by the SE's permanent \n\nestablishments abroad; whereas in order to avoid any discrimination against \n\nother firms carrying on cross-border business, similar provisions will be \n\nproposed by means of a directive for all other legal forms of business; \n\nWhereas each Member State must be required to apply in respect of \n\ninfringements of the provisions of this Regulation the sanctIons applIcable \n\nto public limited companies governed by its law; \n\nWhereas the rules on the involvement of employees in the European company \n\nare contained in Directive. based on Article 54 of the Treaty, and its \n\nprovisions thus form an Indissociable complement to this Regulation and \n\nmust be applied concomitantly. - 67 -\n\nWhereas, on matters not covered by this Regulation, the provisions of the \n\nlaw of the Member States and of Community law are applicable, for example \n\non: \n\n(I) \n\nsocial security and employment law, \n\n(II) taxation and competition law, \n\n(ill) intellectual property law, \n\n(Iv) Insolvency law; \n\nWhereas the application of this Regulation must be deferred so as to enable \n\neach Member State to incorporate into its national law the provisions of \n\nthe above-mentioned Directive and to set up In advance the necessary \n\nmachinery for the formation and operation of European companies having \n\ntheir registered office In Its territory, so that the Regulation and the \n\nDirective may be applied concomitantly, \n\nHAS ADOPTED THIS REGULATION: \n\n\f- 68 -\n\nTitle I \nGeneral provisions \n\nArticle 1 \n(Form of the European company (SE)) \n\nCompanies may be formed throughout the Community In the form of a \n1. European public limited company (Socletas Europaea, 'SE') on the conditions \nand in the manner set out In this Regulation. 2. The capital of the SE shall be divided into shares. The liability of \nthe shareholders for the debts and obligations of the company shall be \nlimited to the amount subscribed by them. The SE shall be a commercial company whatever the object of its \n\n3. undertaking. 4. The SE shall have legal personality. Article 2 \n(Formation) \n\nPublic limited companies formed under the law of a Member State and \n1. having their registered office and central administration within the \nCommunity may form an SE by merging or by forming a holding company, \nprovided at least two of them have their central administration In \ndifferent Member States. 2. Companies or firms within the meaning of the second paragraph of \nArticle 58 of the Treaty and other legal bodies governed by public or \nprivate law which have been formed In accordance with the law of a \nMember State and have their registered office and central administration In \nthe Community may set up an SE by forming a joint subsidiary, provided that \nat least two of them have their central administration in different \nMember States. - 69 -\n\nArticle 3 \n\n(Formation with participation of an SE) \n\n1. An SE together with one or more other SEs or together with one or \n\nmore limited companies incorporated under the laws of a Member State and \n\nhaving their registered office and central administration within the \n\nCommunity may form an SE by merging or by forming a holding company. 2. An SE together with one or more other SEs, or together with one or \n\nmore companies or legal bodies within the meaning of Article 2(2), may set \n\nup an SE by forming a Joint subsidiary. 3. An SE may itself form one or more subsidiaries in the form of an SE. Such a subsidiary may not, however, itself establish a subsidiary in the \n\nform of an SE. Article 4 \n\n(Minimum capital) \n\n1. Subject to paragraphs 2 and 3, the capital of an SE shall amount to \n\nnot less than ECU 100 000. 2. Where an SE carries on the business of a credit Institution It shall \n\nbe subject to the minimum capital requirements laid down by the laws of the \n\nMember State in which it has its registered office in accordance with \nArticle. of Council Directive. 1 \n\n3. Where an SE carries on the business of an Insurance undertaking It \n\nshall be subject to the minimum capital requirements laid down by the laws \n\nof the Member State In which it has its registered office. Second Council Directive on the taking up and pursuit of the business \n\nof credit institutions. - 70 -\n\nArticle 5 \n\n(Registered office of SE) \n\nThe registered office of an SE shall be situated at the place specified in \n\nits statutes. Such place shall be within the Community. It shall be the \n\nsame as the place where the SE has its central administration. Article 6 \n\n(Controlled and controlling undertakings) \n\n1. A \"controlled undertaking\" means any undertaking in which a natural \n\nor legal person: \n\n(a) \n\nhas a majority of the shareholders' or members' voting rights; \n\nor \n\n(b) \n\nhas the right to appoint or remove a majority of the members of the \n\nadministrative, management or supervisory board, and Is at the same \n\ntime a shareholder In, or member of, that undertaking; \n\nor \n\n(c) \n\nis a shareholder or member and alone controls, pursuant to an \n\nagreement entered Into with other shareholders or members of the \n\nundertaking, a majority of the shareholders' or members' voting \n\nr Ights. 2. For the purposes of paragraph 1, the controlling undertaking's rights \n\nas regards voting, appointment and removal shall include the rights of any \n\nother controlled undertaking and those of any person or body acting In his \n\nor Its own name but on behalf of the controlling undertaking or of any \n\nother controlled undertaking. - 71 -\n\nArticle 7 \n\n(Scope of the Regulation) \n\n1. Matters covered by this Regulation, but not expressly mentioned \n\nherein, shall be governed: \n\n(a) \n\nby the general principles upon which this Regulation is based; \n\n(b) \n\nif those general principles do not provide a solution to the problem, \n\nby the law applying to public limited companies In the State in which \n\nthe SE has its registered office. 2. Where a State comprises several territorial units, each of which has \n\nits own rules of law applicable to the matters referred to in paragraph 1, \n\neach territorial unit shall be considered a State for the purposes of \n\nidentifying the law applicable under paragraph K b ). 3. In matters which are not covered by this Regulation, Community law \n\nand the law of the Member States shall apply to the SE. 4. In each Member State and subject to the express provisions of this \n\nRegulation, an SE shall have the same rights, powers and obligations as a \n\npublic limited company Incorporated under national law. Article 8 \n\n(Registration) \n\n1. Every SE shall be registered in the State In which it has Its \n\nregistered office in a register designated by the law of that State In \naccordance with Article 3 of Directive 68/151/EEC1. OJ No L 65, 14. 3. 1968, p. 8; English Special Edition 1968(1), p. 41. - 72 -\n\n2. Where an SE has a branch in a Member State other than that In which \n\nit has Its registered office, the branch shall be registered In that other \n\nMember State under the procedures laid down in the laws of that \n\nMember State In accordance with Article \n\nof Council Directive \n\n1 \n\nArticle 9 \n\n(Publication of documents) \n\nPublication of the documents and particulars concerning the SE which must \n\nbe published under this Regulation shall be effected in the manner laid \n\ndown in the laws of each Member State in accordance with Article 3 of \n\nDirective 68/151/EEC. Article 10 \n\n(Notice In the OJ) \n\n1. Notice that an SE has been formed, stating the number, date and place \n\nof registration and the date and place of publication and the title of the \n\npublication shall be published for information purposes in the Official \n\nJournal of the European Communities after the publication referred to In \n\nArticle 9. The same shall be done where a liquidation is terminated. 2. The Member States shall ensure that the particulars referred to in \n\nparagraph 1 are forwarded to the Official Publications Office of the \n\nEuropean Communities within one month of the disclosure referred to in \n\nArticle 9. Eleventh Council Directive on company law concerning disclosure \n\nrequirements in respect of branches opened in a Member State by \n\ncertain types of companies governed by the law of another State. - 73 -\n\nArticle 11 \n\n(Documents of SE) \n\nLetters, order forms and similar documents shall state legibly: \n\n(a) \n\nthe name of the SE, preceded or followed by the Initiais \"SE\" unless \n\nthose In I ta Is already form part of the name; \n\n(b) \n\nthe place of the register in which the SE is registered In accordance \n\nwith Article 8(1), and the number of the SE's entry In that register; \n\n(c) \n\nthe address of the SE's registered office-, \n\n(d) \n\nthe amount of capital Issued and paid up; \n\n(e) \n\nthe SE's VAT number; \n\n(f) \n\nthe fact that the SE Is in liquidation if that Is so. Any branch of the SE, when registered in accordance with Article 8(2), must \n\ngive the above particulars, together with those relating to its own \n\nregistration, on the documents referred to in the first paragraph emanating \n\nfrom that branch. - 74 -\n\nTitle II \n\nFormation \n\nSECTION 1 \n\nGeneral \n\nArticle 12 \n\n(Founder companies) \n\nThe founder companies of an SE for the purposes of this Title are the \n\ncompanies, firms and other legal bodies which may form an SE by the means \n\nof formation provided for in Articles 2 and 3. (Instrument of incorporation and statutes of the SE) \n\nArticle 13 \n\nThe founder companies shall draw up the instrument of Incorporation and the \n\nstatutes, if the statutes are a separate instrument, in the forms required \n\nfor the formation of public limited companies by the law of the State In \n\nwhich the SE is to have its registered office. Article 14 \n\n(Experts; verification) \n\nThe provisions of national law concerning the examination of consideration \n\nother than cash, adopted in the State In which the SE is to have Its \nregistered office, pursuant to Article 10 of Directive 77/91/EEC1, shall \n\napply. Article 15 \n\n(Supervision of formation) \n\nThe procedures for ensuring that the requirements of this Regulation and, \n\nwhere appropriate, of applicable national law, are complied with in regard \n\nto the formation of an SE and its statutes shall be those provided in \n\nrespect of public limited companies under the law of the State In which the \n\nSE is to have its registered office. Member States shall take the measures \n\nnecessary to ensure that such procedures are effective. 0J No L 26, 31. 1. 1977, p. 1. - 74 a -\n\nArticle 16 \n\n(Legal personality) \n\nThe SE shall have legal personality as from the date set by the law of the \n\nState in which it is to have Its registered office. - 75 -\n\nSECTION 2 \n\nFormation by merger \n\nArticle 17 \n\n(Definition) \n\n1. In the formation of an SE by merger, the merging companies shall \n\nbe wound up without going into liquidation and transfer to the SE all their \n\nassets and liabilities in exchange for the Issue to their shareholders of \n\nshares in the SE and a cash payment, If any not, exceeding 10% of the \n\nnominal value of the shares so issued or, where there is no nominal value, \n\nof their accounting par value. 2. A company may participate in the formation of an SE by merger even \n\nif it Is in liquidation, provided It has not yet begun to distribute its \n\nassets to the shareholders. 3. The rights of the employees of each of the merging companies shall \n\nbe protected In accordance with the provisions of national law giving \neffect to Directive 77/187/EEC. 1 \n\nArticle 18 \n\n(Draft terms of merger) \n\n1. The administrative or management board of the founder companies \n\nshall draw up draft terms of merger. The draft terms of merger shall \n\nInclude the following particulars: \n\n(a) the type, name and registered office of each of the founder companies \n\nand of the SE; \n\n(b) the share exchange ratio and, where appropriate, the amount of any cash \n\npayment ; \n\n(c) the terms relating to the allotment of shares of the SE; \n\n(d) the date from which the holding of shares of the SE entitles their \n\nholders to participate in profits and any special conditions affecting that \n\nent itlement; \n\n1 \n\nOJ No L 61, 5. 3. 1977, p. 26. - 75 a -\n\n(e) the date from which transactions by the founder companies will be \n\ntreated for accounting purposes as being those of the SE; \n\n(f) the rights conferred by the SE on the holders of shares to which \n\nspecial rights are attached and on the holders of securities other than \n\nshares, or the measures proposed concerning them; \n\n(g) any special advantage granted to the experts appointed under \n\nArticle 21(1) or to members of the administrative, management, supervisory \n\nor controlling bodies of the founder companies. 2. The draft terms of merger shall be drawn up and certified in due legal \n\nform if the law of the Member State in which any of the founder companies \n\nhas its registered office so requires. - 76 -\n\n3. The law of the Member State requiring that the draft terms of merger be \n\ndrawn up and certified in due legal form shall determine the person or \n\nauthority competent to do so. Where the laws of several Member States in \n\nwhich the founder companies have their registered offices require the draft \n\nterms of merger to be drawn up and certified in due legal form, this may be \n\ndone by any person or authority competent under the law of one of those \n\nMember States. Article 19 \n\n(Publication of the draft terms of merger) \n\n1. For each of the founder companies, the draft terms of merger shall be \n\nmade public in the manner prescribed by the laws of each Member State in \n\naccordance with Article 3 of Directive 68/151/EEC at least one month before \n\nthe date of the general meeting called to decide thereon. 2. For each of the founder companies, the publication of the draft terms of \n\nmerger referred to in paragraph 1, effected In accordance with Article 3(4) \n\nof Directive 68/151/EEC shall contain at least the following particulars: \n\n(a) the type, name and registered office of the founder companies; \n\n(b) the register in which the documents and particulars referred to in \n\nArticle 3(2) of Directive 68/151/EEC are filed In respect of each founder \n\ncompany, and the number of the entry In that register. (c) the conditions which determine, in accordance with Article 25, the date \n\non which the merger and formation shall take effect. 3. The publication shall also specify the arrangements made in accordance \n\nwith the provisions of national law giving effect to Articles 13, 14, and \n15 of Directive 78/855/EEC1 and with Article 23 of this Regulation for the \n\nexercise of the rights of the creditors of the founder companies. OJ No L 295, 20. 10. 1978, p. 36. - 76 a -\n\nArticle 20 \n\n(Board's report) \n\nThe administrative or management board of each of the merging companies \n\nshall draw up a detailed written report explaining and justifying the draft \n\nterms of merger from the legal and economic point of view and, In \n\nparticular, the share exchange ratio. The report shall also indicate any special valuation difficulties which \n\nhave ar isen. Article 21 \n\n(Supervision of the conduct of the merger) \n\n1. One or more experts, acting on behalf of each founder company but \n\nindependent of them, appointed or approved by a judicial or administrative \n\nauthority In the Member State in which the company concerned has Its \n\nregistered office, shall examine the draft terms of merger and to draw up a \n\nwritten report for the shareholders. - 77 -\n\n2. In the report referred to in paragraph 1 the experts must state \n\nwhether, in the their opinion, the share exchange ratio is fair and \n\nreasonable. The statement must at least: \n\n(a) \n\nindicate the method(s) used In arriving at the proposed share \n\nexchange ratio; \n\n(b). state \n\nwhether \n\nthe method(s) used \n\nare \n\nadequate \n\nin \n\nthe \n\ncircumstances, the values arrived at using each method and an \n\nopinion on the relative Importance attributed to such methods in \n\narriving at the value decided on. The report shall also indicate any special valuation difficulties which \n\nhave arisen. 3. Each expert shall be entitled to obtain from the merging companies \n\nall relevant Information and documents and to carry out all necessary \n\ninvestigations. 4. Where the laws of all the Member States in which the founder \n\ncompanies have their registered office make provision for one or more \n\nindependent experts to be appointed for all the founder companies such \n\nappointment may be made, at the joint request of those companies, by a \n\njudicial or administrative authority in any of the Member States. In such \n\ncases the law of the Member State of the appointing authority shall \n\ndetermine the content of the expert's report. Article 22 \n\n(Approval of the merger by general meetings) \n\n1. The draft terms of merger and the Instrument of incorporation of \n\nthe SE and, If the statutes are a separate Instrument, Its statutes shall \n\nbe approved by the general meeting of each of the founder companies. The \n\nresolution of the general meeting approving the merger shall be subject to \n\nthe provisions giving effect to Article 7 of Directive 78/855/EEC in the \n\ncase of domestic mergers. 2. For each of the founder companies, the provisions of national law \n\nadopted in accordance with Article 11 of Directive 78/855/EEC shall apply \n\nto the information to be provided to shareholders before the date of the \n\ngeneral meeting called to approve the merger. - 77 a -\n\nArticle 23 \n\n(Protection of creditors) \n\nThe following provisions of the national law to which the founder companies \n\nare subject shall apply: \n\n(a) \n\nthe provisions relating to the protection of the interests of \n\ncreditors and debenture holders of the companies In the case of a \n\ndomestIc merger ; \n\n(b) \n\nthe provisions relating to the protection of the interests of \n\nholders of securities, other than shares, which carry special \n\nrights, provided that where the SE Is being formed by the merger \n\nof public limited companies \n\n\f- 78 -\n\nthe law of the State in which each of the companies has Its \n\nregistered office shall determine whether a meeting of the holders \n\nof such securities may approve a change In their rights; \n\nthe law of the State in which the SE Is to have its registered \n\noffice shall determine whether the holders of such securities are \n\nentitled to require the SE to redeem their securities. Article 24 \n\n(Supervision of the legality of mergers) \n\n1. Where the laws of a Member State governing one or more founder \n\ncompanies provide for judicial or administrative preventative supervision \n\nof the legality of mergers those laws shall apply to those companies. 2. Where the laws of a Member State governing one or more founder \n\ncompanies do not provide for Judicial or administrative preventative \n\nsupervision of the legality of mergers, or where such supervision does not \n\nextend to all the legal acts required for a merger, the national provisions \n\ngiving effect to Article 16 of Directive 78/855/EEC shall apply to the \n\ncompany or companies concerned. Where those laws provide for a merger \n\ncontract to be concluded following the decisions of the general meeting \n\nheld concerning the merger, that contract shall be concluded by all the \n\ncompanies involved In the operation. Article 18(3) shall apply. 3. Where the laws of the State In which the SE Is to have its \n\nregistered office and the laws governing one or more of the founder \n\ncompanies provide for judicial or administrative preventative supervision \n\nofthe legality of mergers, such supervision shall be carried out first in \n\nresepct of the SE. The supervision may be carried out In respect of the \n\nfounder companies only when it can be shown that such supervision has been \n\ncarried out in respect of the SE In accordance with Article 15. 4. Where the laws governing one or more of the founder companies \n\ntaking part \n\nin the merger provide for judicial or administrative \n\npreventative supervision of the legality of mergers whereas the laws \n\ngoverning one or more of the other founder companies taking part In the \n\n\f- 78 a -\n\nmerger do not, such supervision shall be carried out on the basis of the \n\ndocuments drawn up and certified in due legal form referred to In Article \n\n16 of Directive 78/855/EEC. Article 25 \n\n(Effective date) \n\nThe date on which the merger and the simultaneous formation of the SE takes \n\neffect shall be determined by the law of the State In which the SE has Its \n\nregistered office. That date must be after all necessary supervision has \n\nbeen carried out and, where appropriate, the certified documents referred \n\nto in Article 24 have been drawn up for each of the founder companies. - 79 -\n\nArticle 26 \n\n(Publicity) \n\nFor each of the founder companies, the merger must be publicized In the \n\nmanner prescribed by national law, In accordance with Article 3 of \n\nDirective 68/151/EEC. Article 27 \n\n(Effects of the merger) \n\nA merger shall have the following consequences Ipso Jure and \n\nsimultaneously: \n\n(a) \n\nthe transfer, both as between the founder companies and the SE and \n\nas regards third parties, of all the assets and liabilities of the \n\nfounder companies to the SE; \n\n(b) \n\nthe shareholders of the founder companies become shareholders of \n\nthe SE: \n\n(c) \n\nthe founder companies cease to exist. Article 28 \n\n(Liability of board members) \n\nThe liability of members of the administrative or the management board of \n\nfounder companies and of such companies' experts shall be governed by the \n\nprovisions of national law giving effect to Articles 20 and 21 of Directive \n\n78/855/EEC In the State in which the founder company concerned has Its \n\nregistered office or, where appropriate, by this Regulation. However, in the case of an appointment under Article 21(4), the liability \n\nof the expert or experts shall be governed by the law of the Member State \n\nof the judicial or administrative authority which appointed them. - 79 a -\n\nArticle 29 \n\n(Nullity) \n\nThe question of the nullity of a merger that has taken effect pursuant to \n\nArticle 25 shall be governed by the national law of the company concerned \n\nbut a merger may be declared null and void only where there has been no \n\nJudicial or administrative preventative supervision of Its legality or \n\nwhere there is no certified documentation where such supervision or the \n\ndrawing up of such documentation Is laid down by the laws of the Member \n\nState governing the relevant company. However, where the laws of the \n\nState in which the SE has its registered office do not provide for a merger \n\nto be declared null and void on such grounds, no such nullity may be \n\ndeclared. -80 -\n\nArticle 30 \n\n(Merger: Shareholdings between fellow founder companies) \n\nArticles 17-29 shall also apply where one of the founder companies holds \n\nall or part of the shares of another founder company. In such a case, \n\nshares in founder companies which come Into the possession of the SE as \n\npart of the assets of a founder company shall be cancelled. SECTION 3 \n\nFormation of an SE holding company \n\nArticle 31 \n\n(Definition) \n\n1. If an SE is formed as a holding company, all the shares of the \n\nfounder companies shall be transferred to the SE in exchange for shares of \n\nthe SE. 2. The founder companies shall continue to exist. Any provisions of \n\nthe laws of the States in which the founder companies have their registered \n\noffice, requiring that a company be wound up if all its shares come to be \n\nheld by one person shall not apply. Article 32 \n\n(Draft terms of formation) \n\n1. The administrative or management board of the founder companies \n\nshall draw up draft terms for the formation of an SE holding company \n\ncontaining the particulars referred to in Article 18(1)(a), (b) and (c) and \n\nArticle 21 and shall prepare the report provided for in Article 20. 2. The provisions of Article 21 shall apply to the supervision of \n\nthe formation of the holding company in respect of each founder company. 3. The provisions of Article 22 shall apply to the approval of the \n\nformation of the holding company by the general meeting of each of the \n\nfounder companies. - 80 a -\n\n4. The provisions of Article 28 on the liability of board members \n\nshalI apply. 5. The formation of an SE holding company may be declared null and \n\nvoid only for failure to supervise the formation of the holding company in \n\naccordance with Article 29. 6. For the purposes of applying the provisions of Section 2 on \n\nformation by merger, merger shall be read as formation of an SE holding \n\ncompany. Article 33 \n\n(Matters affecting employees) \n\nThe administrative or management board of each of the founder companies \n\nshall discuss with the representatives of Its employees the legal, economic \n\nand employment Implications of the formation of an SE holding company for \n\nthe employees and any measures proposed to deal with them. - 81 -\n\nSECTION 4 \n\nFormation of a joint subsidiary \n\nArticle 34 \n\n(Draft terms of formation) \n\nIf a joint subsidiary Is formed In the form of an SE, the administrative or \n\nthe management board of each of the founder companies shall draw up draft \n\nterms for the formation of the subsidiary Including the following \n\npart iculars: \n\n(a) \n\nthe type, name and registered office of the founder companies and \n\nof the proposed SE; \n\n(b) \n\n(c) \n\nthe size of the shareholdings of the founder companies in the SE; \n\nthe economic reasons for the formation. Article 35 \n\n(Approval of the formation) \n\n1. The draft terms of formation and the instrument of incorporation \n\nof the SE and its statutes, if the statutes are a separate instrument, its \n\nstatutes shall be approved by each of the founder companies in accordance \n\nwith the law which governs it. 2. Founder companies incorporated under national law shall be subject \n\nto all the provisions governing their participation in the formation of a \n\nsubsidiary in the form of a public limited company under national law. 3. Where a founder company Itself has the form of an SE, the \n\nfollowing provisions shall apply: \n\n(a) \n\nthe instrument of Incorporation and the statutes shall be \n\nauthorized in accordance with Article 72 of this Regulation; \n\n(b) \n\nif the decision on the participation of the SE in the formation of \n\nthe subsidiary falls within the matters to be decided by the \n\ngeneral meeting, the instrument of incorporation and the statutes \n\nmust also be approved by the general meeting. - 81 a -\n\nSECTION 5 \n\nFormation of a subsidiary by an SE \n\nArticle 36 \n\n(Draft terms of formation) \n\nIf an SE forms a subsidiary in the form of an SE, the administrative or \n\nmanagement board shall draw up draft terms for the formation of the \n\nsubsidiary. Those draft terms shall include the following particulars: \n\n\f- 82 -\n\n(a) \n\nthe name and registered office of the founder company and the \n\ninstrument of Incorporation of the subsidary or its statutes, If \n\nthe statutes are a separate instrument; \n\n(b) \n\nthe economic reasons for the formation. Article 37 \n\n(Approval of the formation) \n\nThe instrument of incorporation of the subsidiary or Its statutes, If the \n\nstatutes are a separate instrument, shall be approved In accordance with \n\nArticle 35 (3). - 83 -\n\nTitle I 11 \n\nCapital - Shares - Debentures \n\nArticle 38 \n\n(Capital of the SE) \n\n1. The capital of the SE shall be denominated in ecu. 2. The capital of the SE shall be divided into shares denominated In ecu. Shares Issued for a consideration must be paid up at the time the company \n\nis registered in the Register referred to in Article 8(1) to the extent of \n\nnot less than 25% of their nominal value. However, where shares are Issued \n\nfor a consideration other than cash at the time the company Is registered, \n\nthat consideration must be transferred to the company In full within five \n\nyears of the date on which the company was incorporated or acquired legal \n\npersonality. 3. The subscribed capital may be formed only of assets capable of \n\neconomic assessment. However, an undertaking to perform work or to supply \n\nservices may not form part of these assets. Article 39 \n\n1. Shares may not be issued at a price lower than their nominal value. 2. Professional intermediaries who undertake to place shares may be \n\ncharged less than the total price of the shares for which they subscribe in \n\nthe course of such a transaction. Article 40 \n\nAll shareholders in like circumstances shall be treated In a like manner. - 84 -\n\nArticle 41 \n\nSubject to the provisions relating to the reduction of subscribed capital, \n\nthe shareholders not may be released from the obligation to pay up their \n\ncontrI but ions. Article 42 \n\n(Increase in cap!tal) \n\n1. The capital of the SE may be increased by the subscription of new \n\ncapital. An increase in capital shall require amendment of the statutes. Shares issued for a consideration in the course of an Increase In \n\nsubscribed capital must be paid up to not less than 25% of their nominal \n\nvalue. Where provision is made for an issue premium, it must be paid In \n\nfull. 2. Where all or part of the consideration for the Increase in capital is \n\nIn a form other than cash, a report on the valuation of the consideration \n\nshall be submitted to the general meeting. The report shall be prepared \n\nand signed by one or more experts Independent of the SE and appointed or \n\napproved by the court within whose Jurisdiction the registered office of \n\nthe SE is situated. 3. The expert's report shall be published in accordance with Article 9. 4. Any increase in subscribed capital must be decided upon by the general \n\nmeeting. Both this decision and the increase In the subscribed capital \n\nshall be published In accordance with Article 9. 5. Where the capital is Increased by the capitalization of available \n\nreserves, the new shares shall be distributed amongst the shareholders In \n\nproportion to their existing shareholdings. However, in Its decision on the increase In capital, the general meeting \n\nmay decide that some or all of the new shares shall be distributed amongst \n\nthe employees of the SE. - 85 -\n\nArticle 43 \n\n(Authorization of future increase In capital) \n\n1. The statutes or instrument of Incorporation or the general meeting, \n\nthe decision of which must be published in accordance with Article 9, may \n\nauthorize an increase in the subscribed capital, provided that such \n\nincrease shall not exceed one-half of the capital already subscribed. 2. Where appropriate, the increase In the subscribed capital up to the \n\nmaximum authorized under paragraph 1 shall be decided by the administrative \n\nor the management board. The power of such body In this respect shall be \n\nfor a maximum period of five years, and may be renewed one or more times by \n\nthe general meeting, each time for a period not exceeding five years. 3. The administrative or the management board must register decisions \n\nauthorizing a future increase in capital. The administrative or the management board must register, and publicize In \n\naccordance with Article 9, all issues of shares up to the maximum \n\nauthorised capital limits and the consideration furnished for those shares. In addition, the board shall report each year in the notes on the accounts \n\non the use it has made of the authorization. 4. Where the authorized capital has been fully subscribed or where the \n\nperiod referred to In paragraph 2 has elapsed with only part of the \n\nauthorized capital having been subscribed, the administrative or the \n\nmanagement board shall amend the statutes to indicate the new total \n\ncapital. Where the authorization to increase capital has not been used, the \n\nadministrative or the management board shall decide to delete the \n\nauthorization clause referred to in paragraph 1. The board shall register \n\nsuch decisions. - 86 -\n\n5. Where an increase in capital Is not fully subscribed, the capital \n\nshall be increased by the amount of the subscriptions received only If the \n\nconditions of the Issue so provide. Article 44 \n\n(Subscription rights of shareholders) \n\n1. Whenever capital Is increased by consideration In cash, the shares \n\nmust be offered on a pre-emptive basis to shareholders In proportion to the \n\ncapital represented by their shares. 2. Any offer of subscription on a pre-emptive basis and the period within \n\nwhich this right must be exercised shall be published in accordance with \n\nArticle 9. However, it may be provided that such publication is not \n\nrequired where all the shares of the SE are registered. In such case, all \n\nthe shareholders must be informed in writing. The right of pre-emption must \n\nbe exercised within a period which shall not be less than 14 days from the \n\ndate of publication of the offer or from the date of dispatch of the \n\nletters to the shareholders. 3. The right of pre-emption may not be restricted or withdrawn by the \n\nstatutes or the instrument of incorporation. This may, however, be done by \n\ndecision of the general meeting. The administrative or the management board \n\nshall be required to present to such a meeting a written report indicating \n\nthe reasons for restriction or withdrawal of the right of pre-emption and \n\njustifying the proposed Issue price. The decision shall require at least a \n\ntwo-thirds majority of the votes attaching to the securitlesrepresented or \n\nto the subscribed capital represented. The decision shall be published In \n\naccordance with Article 9. 4. The statutes, the instrument of incorporation, or the general meeting, \n\nacting In accordance with the rules for a quorum, a majority and \n\npublication set out in paragraph 3, may give the power to restrict or \n\nwithdraw the right of pre-emption to the administrative or the management \n\nboard which is empowered to decide on an increase In subscribed capital \n\nwithin the limits of the authorised capital. This power may not be granted \n\nfor a longer period than the power for which provision is made In Article \n\n43 (2). - 87 -\n\n5. Shareholders may obtain copies of the reports referred to In \n\nparagraph 3 free of charge from the day on which notice of the general \n\nmeeting is given. A statement to that effect shall be made In the notice \n\nconvening the general meeting. Article 45 \n\n(Reduction of capital) \n\n1. Any reduction in the subscribed capital, except under a court order, \n\nmust be subject at least to a decision of the general meeting acting in \n\naccordance with the rules for a quorum and a majority laid down In Article \n\n44 (3). Such decision shall be published in accordance with Article 9. The notice convening the general meeting must specify at least the purpose \n\nof the reduction and the way In which it Is to be carried out. 2. Where there are several classes of shares, the decision of the \n\ngeneral meeting concerning a reduction in the subscribed capital shall be \n\nsubject to a separate vote, at least for each class of shareholders whose \n\nrights are affected by the transaction. 3. A reduction of capital shall be effected by reducing the nominal value \n\nof the shares. However, the nominal subscribed capital may not be reduced \n\nto an amount less than the minimum capital. Only where losses have been \n\nincurred may the general meeting decide to reduce the capital below the \n\nminimum capital, and in that case it shall at the same time decide to \n\nIncrease the capital to an amount equal to or higher than the minimum \n\ncapital. 4. Where the subscribed capital is reduced in order to adjust It to the \n\ndiminished value of the company following losses, and, as a result of the \n\nreduction, assets exceed liabilities, the difference shall be entered in a \n\nreserve. This reserve may not be used for the distribution of dividends or \n\nfor the granting of other benefits to shareholders. - 88 -\n\nArticle 46 \n\n(Protection of creditors In the event of reduction of capital) \n\n1. In the event of a reduction in the subscribed capital, the creditors \n\nwhose claims antedate the publication of the decision to make the reduction \n\nshall be entitled at least to have the right to obtain security for claims \n\nwhich have not fallen due by the date of that publication. The conditions for the exercise of this right shall be governed by the law \n\nof the State where the company has its registered office. 2. The reduction shall be void or no payment may be made for the benefit \n\nof the shareholders until the creditors have obtained satisfaction or the \n\ncourt within whose Jurisdiction the registered office of the SE is \n\nsituated, has decided that their application should not be acceded to. 3. Paragraphs 1 and 2 shall apply where the reduction in the subscribed \n\ncapital is brought about by the total or partial waiving of the payment of \n\nthe balance of the shareholders' contributions. They shall not apply to reductions in the subscribed capital for the \n\npurpose of adjusting It to the real value of the company following losses. Article 47 \n\nThe subscribed capital may not be reduced to an amount less than the \n\nminimum capital laid down In accordance with Article 4. However, such a \n\nreduction may be made If it Is also provided that the decision to reduce \n\nthe subscribed capital may take effect only when the subscribed capital Is \n\nincreased to an amount at least equal to the prescribed minimum. Article 48 \n\n(Own shares) \n\n1. The subscription for shares of the SE by the SE Itself, third parties \n\nacting on its behalf or undertakings controlled by it within the meaning of \n\nArticle 6 or in which it holds a majority of the shares Is prohibited. - 89 -\n\n2. If shares of the SE have been subscribed for by a person acting In his \n\nown name, but on behalf of the SE, the subscriber shall be deemed to have \n\nsubscribed for them for his own account. 3. The founder companies of the SE by which or In name of which the \n\nstatutes or the instrument of Incorporation of the SE were signed or in the \n\ncase of an increase in the subscribed capital, the members of the \n\nadministrative or the management board, shall be liable to pay for shares \n\nsubscribed in contravention of this Article. Article 49 \n\n1. The acquisition of shares of the SE by the SE Itself, third parties \n\nacting on its behalf or undertakings controlled by It within the meaning of \n\nArticle 6 or in which It holds a majority of the shares Is prohibited. 2. Paragraph 1 shall not apply to \n\n(a) the acquisition by the SE or third parties acting on its behalf of \n\nshares of the SE for the purpose of distributing them to the employees \n\nof the SE; \n\n(b) shares acquired in carrying out a decision to reduce capital; \n\n(c) shares acquired as a result of a universal transfer of assets; \n\n(d) fully paid-up shares acquired free of charge or by banks and other \n\nfinancial institutions as purchasing commission; \n\n(e) shares acquired by virtue of a legal obligation or resulting from a \n\ncourt ruling for the protection of minority shareholders, in the \n\nevent, particularly, of a merger, a change in the company's object or \n\nform, transfer abroad of the registered office, or the introduction of \n\nrestrictions on the transfer of shares; \n\n(f) shares acquired from a shareholder in the event of failure to pay them \n\nUP; \n\n(g) shares acquired in order to indemnity minority shareholders in \n\ncontrolled companies; \n\n(h) fully paid-up shares acquired under a sale enforced by a court order \n\nfor the payment of a debt owed to the company by the owner of the \n\nshares. - 90 -\n\n3. Shares acquired in the cases listed in paragraph 2(c) to (h) above \n\nmust, however, be disposed of within not more than three years of their \n\nacquisition unless the nominal value of the shares acquired, including \n\nshares the SE may have acquired directly or indirectly, does not exceed 10% \n\nof the subscribed capital. 4. If the shares are not disposed of within the period laid down in \n\nparagraph 3 they must be cancelled. 5. The SE may not accept its own shares as security or acquire any rights \n\nof usufruct or other beneficial rights over them. 6. An SE may not advance funds, nor make loans, nor provide security, \n\nwith a view to the acquisition of Its shares by a third party. 7. Paragraph 6 shall not apply to transactions concluded by banks and \n\nother financial institutions In the normal course of business, nor to \n\ntransactions effected with a view to the acquisition of shares by or for \n\nthe employees of the SE or a controlled company. However, these \n\ntransactions may not have the effect of reducing the net assets of the SE \n\nbelow the amount of its subscribed capital plus the reserves which by law \n\nor under the statutes may not be distributed. 8. Shares acquired in contravention of paragraph 1 shall be disposed of \n\nwithin six months of their acquisition. 9. If an undertaking comes under the control of the SE or if a majority \n\nof Its shares are acquired by such an SE, and it holds shares in the SE, \n\nthe undertaking shall dispose of the shares in the SE within 18 months from \n\nthe date of its coming under the control of the SE or from the date when \n\nthe SE acquired a majority of its shares. If an SE acquires its own shares by way of universal transfer of assets or \n\nIf an undertaking which is controlled by the SE or the majority of those \n\nshares are held by the SE acquires shares of the SE In this manner, such \n\nshares shall be disposed of within the same period. 10. Shares acquired by the SE pursuant to paragraph 2(a) shall, if they \n\nhave not been distributed to the employees within 12 months of being \n\nacquired, be disposed of within the following six months. - 91 -\n\n11. No rights may be exercised in respect of the shares referred to In \n\nparagraphs 8, 9 and 10 until they have been disposed of or distributed to \n\nthe employees. Article 50 \n\n(Disclosure of holdings) \n\nHoldings of the SE in other companies shall be disclosed in accordance with \n\nthe provisions of national law giving effect to Directive 88/627/EEC. 1 \n\nArticle 51 \n\n(Indivisibility of shares) \n\nThe rights attached to a share shall be Indivisible. Where a share Is \n\nowned jointly by more than one person, the rights attached to it may be \n\nexercised only through a common representative. Article 52 \n\n(Rights conferred by shares) \n\n1. Shares may carry different rights in respect of the distribution of \n\nthe profits and assets of the company. Payment of fixed Interest may be \n\nneither made nor promised to shareholders. 2. Non-voting shares shall may be Issued subject to the following \n\ncondit ions: \n\n(a) their total nominal value shall not exceed one half of the capital; \n\n(b) they must carry all the rights of a shareholder other than the right \n\nto vote, except that the right to subscribe for new shares may be \n\nlimited by the statutes or by resolution of the general meeting to \n\nnon-voting shares. In addition they must confer special advantages; \n\n(c) they shall not be Included In computing a quorum or majority required \n\nby this Regulation or the statutes of the company. The above shall be without prejudice to paragraph 5. 1 OJ No L 348, 17. 12. 1988, p. 62. - 92 -\n\n3. Any other restriction or extension of voting rights, such as shares \n\ncarrying multiple voting rights, Is prohibited. 4. Shares carrying the same rights shall form a class. 5. Where there are several classes of shares, any decision of the general \n\nmeeting which adversely affects the rights of a particular class of \n\nshareholders shall be subject to a separate vote at least for each class \n\nof shareholder whose rights are affected by the transaction. The provisions \n\ngoverning an amendment of the statutes shall apply as regards the convening \n\nof meetings and the required quorum and majority to the holders of the \n\nshares of the class concerned. Article 53 \n\n(Issue of bearer and registered shares) \n\n1. Shares shall be in either bearer or registered form. The statutes may \n\nentitle shareholders to request conversion of their bearer shares into \n\nregistered shares or vice versa. 2. An SE which issues registered shares shall keep an alphabetical \n\nregister of all shareholders, together with their addresses and the number \n\nand class of shares they hold. The register shall be open for public \n\nInspection on request at the registered office of the SE. Article 54 \n\n(Issue and transfer of shares) \n\nThe laws of the State In which the SE has its registered office shall \n\ngovern the issue, replacement and cancellation of share certificates, \n\nand the transfer of shares. - 93 -\n\nArticle 55 \n\n(Publication requirements for obtaining stock \n\nexchange listing and for offering securities \n\nto the pub Iic) \n\n1. The \n\nprovisions \n\nof \n\nnational \n\nlaw \n\ngiving \n\neffect \n\nto \n\nDirective 80/390/EEC,1 shall apply to the listing particulars to be \n\npublished for the admission of securities of the SE to official stock \n\nexchange 11stIng. 2. The provisions of national \neffect to Directive \n89/298/EEC2 shall apply to the prospectus to be published where \n\nlaw giving \n\nsecurities are offered to the public. Article 56 \n\n(Issue of debentures) \n\nThe SE may issue debentures. Article 57 \n\n(Body of debenture holders) \n\nThe laws of the State in which the SE has Its registered office shall \n\napply to the body of debenture holders. Article 58 \n\n(Debentures convertible into shares) \n\n1. Articles 43, and 44 shall apply to the Issue of debentures \n\nconvertible Into shares. 2. The laws of the State In which the SE has Its registered office shall \n\napply to the conditions and procedure for the exercise of conversion or \n\nsubscription rights. 1 OJNOL 100, 17. 4. 1980, p. 1. 2 QJNoL 124, 5. 5. 1989, p. 8. - 94 -\n\n3. As long as convertible debentures are outstanding, the SE may not \n\ndecide on any amendment of the statutes affecting the rights of the holders \n\nof such debentures except where less Kece than 5% of the convertible 4, \n\ndebentures is still outstanding and their holders have the opportunity to \n\nexercise their conversion or subscription rights In good time before the \n\namendment takes effect or if the body of convertible debenture holders has \n\napproved the proposed amendment. In the latter case, a higher percentage \n\nmay be stipulated in th\u00e9 loan conditions. 4. Where conversion or subscription rights attached to convertible \n\ndebentures have been fully exercised or have been exercised only in part \n\nbut the period in which they may be exercised has expired the management or \n\nthe administrative board shall alter the statutes to show the new amount of \n\ncapital. Where subscription or conversion rights are not exercised within \n\nthe prescribed period , the management or the administrative board, shall \n\ndelete from the statutes the clause concerning the issue of convertible \n\ndebentures. Such amendments to the statutes shall be published in accordance with \n\nArticle 9. Article 59 \n\n(Participating debentures) \n\n1. The general meeting may, by a resolution which meets the requirements \n\nfor altering the statutes, decide to issue debentures carrying the right to \n\nshare in profits. Such debentures shall be issued for cash and shall carry \n\nrights determined wholly or partly by reference to the profits of the SE. 2. Article 58(3) shall apply, mutatis mutandis, to participating \n\ndebentures. Article 60 \n\n(Other securities) \n\nThe SE shall not issue to persons who are not shareholders of the SE other \n\nsecurities carrying a right to participate in the profits or assets of the \n\nSE. - 95 -\n\nTitle IV \n\nGoverning bodies \n\nArticle 61 \n\nThe statutes of the SE shall provide for the company to have as its \n\ngoverning bodies the general meeting of shareholders and either a \n\nmanagement board and a supervisory board (two-tier system) or an \n\nadministrative board (one-tier system). SECTION 1 \n\nTwo-tier system \n\nSUB-SECTION 1 \n\nManagement board \n\nArticle 62 \n\n(Functions of the management board; Appointment of members) \n\n1. The SE shall be managed and represented by a management board under \n\nthe supervision of a supervisory board. 2. The members of the management board shall be appointed by the \n\nsupervisory board, which may remove them at any time. 3. No person may at the same time be a member of the management board and \n\nthe supervisory board of the same SE. 4. The number of members of the management board shall be laid down In \n\nthe statutes of the SE. 5. The rules of procedure of the management board shall be adopted by the \n\nsupervisory board, after obtaining the views of the management board. - 96 -\n\nSUB-SECTION 2 \n\nSupervisory board \n\nArticle 63 \n\n(Functions of the supervisory board; Appointment of members) \n\n1. The supervisory board may not participate In the management of the \n\ncompany nor represent it In dealings with third parties. However, it shall \n\nrepresent \n\nthe \n\ncompany \n\nIn \n\nits \n\nrelations \n\nwith \n\nmembers \n\nof \n\nthe \n\nmanagement board. 2. Subject to the measures adopted to give effect to Article 4 of the \n\nCouncil Directive \n\n[completing the Statute In respect of the \n\ninvolvement of employees In SEs] members of the supervisory board shall be \n\nappointed by the general meeting. Article 64 \n\n(Right to Information) \n\n1. At least once every three months , the management board shall report \n\nto the supervisory board on the management and progress of the company's \n\naffairs, including undertakings controlled by It, and on the company's \n\nsituation and prospects. 2. The \n\nmanagement board \n\nshall \n\ninform \n\nthe \n\nchairman \n\nof \n\nthe \n\nsupervisory board without delay of all matters of importance, including any \n\nevent occurlng In the company or In undertakings controlled by It which may \n\nhave an appreciable effect on the SE. - 97 -\n\n3. The supervisory board may at any time require the management board to \n\nprovide Information or a special report on any matter concerning the \n\ncompany or undertakings controlled by It. 4. The \n\nsupervisory board \n\nshall \n\nbe \n\nentitled \n\nto \n\nundertake \n\nall \n\nInvestigations necessary for the performance of Its duties. It may appoint \n\none or more of its members to pursue such investigations on its behalf and \n\nmay call In the help of experts. 5. Any member of the supervisory board may, through the chairman of that \n\nboard, require the management board to provide the supervisory board with \n\nany information necessary for the performance of Its duties. 6. Each member of the supervisory board shall be entitled to examine all \n\nreports, documents and information and the results of enquiries and \n\ninspections obtained under the preceding paragraphs. Article 65 \n\n(Rules of procedure, calling of meetings) \n\n1. The supervisory board shall adopt its rules of procedure and shall \n\nelect a chairman and one or more vice-chairmen from among Its members. 2. The chairman may call a meeting of the supervisory board on his own \n\ninitiative and shall do so at the request of a member of the \n\nsupervisory board or of a member of the management board. SECTION 2 \n\nThe one-tier system \n\n\f- 98 -\n\nArticle 66 \n\n(The administrative board; Appointment of members) \n\n1. The SE shall be managed and represented by an administrative board. The board shall be composed of at least three members. It shall adopt its \n\nrules of procedure and shall elect a chairman and one or more vice-chairmen \n\nfrom among Its members. 2. The management of the SE shall be delegated by the administrative \n\nboard to one or more of it members. The executive members shall be fewer \n\nIn number than the other members of the board. The delegation of \n\nmanagement responsibilities to an executive member of the administrative \n\nboard may be revoked by the board at any time. 3. Subject to the measures adopted to give effect to Article 4 of Council \n\nDirective. [completing the Statute in respect of the involvement of \n\nemployees in SEs] members of the administrative board shall be appointed by \n\nthe general meeting. Article 67 \n\n(Right to information) \n\n1. The administrative board shall meet at least once every three months \n\nto discuss the management and progress of the company's affairs, including \n\nundertakings controlled by It and the company's situation and prospects. 2. Each member shall inform the chairman of the administrative board \n\nwithout delay of all matters of importance, Including any event occurlng In \n\nthe company or in undertakings controlled by it which may have an \n\nappreciable effect on the SE. - 99 -\n\n3. Any member of the administrative board may request the chairman to \n\ncall a meeting of that board to discuss particular aspects of the company, \n\nif the request has not been complied with within 15 days, a meeting of the \n\nadministrative board may be called by one third of Its members. 4. Each member of the administrative board shall be entitled to examine \n\nall reports, documents and information supplied to the board concerning the \n\nmatters referred to in paragraphs 1 and 3. SECTION 3 \n\nRules common to the one-tier and two-tier board systems \n\nArticle 68 \n\n(Term of office) \n\n1. Members of the governing bodies shall be appointed for a period laid \n\ndown In tha statutes not AYCAAdlnn \u00ab IY vsars. down In the statutes not exceeding six years. However, the first members of the supervisory board or of the \n\nadministrative board, who are to be appointed by the shareholders shall be \n\nappointed by the Instrument of incorporation of the SE for a period not \n\nexceeding three years. 2. Board members may be reappointed. Article 69 \n\n(Conditions of membership) \n\n1. Where the statutes of the SE allow a legal person or company to be a \n\nmember of a board, that legal person or company shall designate a natural \n\nperson to represent It In the performance of Its duties on the board. The \n\nrepresentative shall be subject to the same conditions and obligations as \n\nif he were personally a member. Publication under Article 9 shall refer \n\nboth to the representative and to the legal person or company represented. The legal person or company shall be jointly and severally liable without \n\nlimitation for obligations arising from the acts of its representative. - 100 -\n\n2. No person may be a board member who \n\nunder the law applicable to him, or \n\nas a result of a judicial or administrative decision delivered or \n\nrecognized In a Member State, \n\nis disqualified from serving on an administrative, supervisory or \n\nmanagement board. 3. The statutes may lay down special conditions of eligibility for \n\nmembers representing the shareholders. 4. Notwithstanding the rule laid down in Article 94(2), the statutes of \n\nthe SE may provide voting procedures for the appointment of members of the \n\nadministrative or the supervisory board by the general meeting such that \n\none or more members and their alternates may be appointed by a minority of \n\nthe shareholders. Article 70 \n\n(Vacancies) \n\nThe statutes of the SE may provide for the appointment of alternate members \n\nto vacancies. Such appointments may be terminated at any time by the \n\nappointment of a full member. - 101 -\n\nArticle 71 \n\n(Power of representation) \n\n1. Where the management board, Is composed of more than one member, or \n\nwhere the management of the company is delegated to more than one member of \n\nthe administrative board those members have authority to represent the \n\ncompany collectively only in dealings with third parties. However, the \n\nstatutes of the SE may provide that a member of the relevant board shall \n\nhave authority to represent the SE alone or together with one or more other \n\nmembers of the board or together with a person who has been given general \n\nauthority to represent the company under paragraph 2. 2. The administrative board or, as the case may be, the management board \n\nwith the approval of the supervisory board, may confer a general authority \n\nto represent the company on one or more persons. Such authority may be \n\nrevoked at any time, in the same way, by the board which granted It. 3. Acts performed by those having authority to represent the company \n\nunder paragraphs 1 and 2 shall bind the company vis-\u00e0-vis third parties, \n\neven where the acts in question are not in accordance with the objects of \n\nthe company, providing they do not exceed the powers conferred by this \n\nR\u00e9gul\u00e2t Ion. - 102 -\n\nArticle 72 \n\n(Operations requiring prior authorization) \n\n1. The Implementation of decisions on \n\n(a) the closure or transfer of establishments or of substantial parts \n\nthereof, \n\n(b) substantial reduction, extension or alteration of the activities of \n\nthe SE, \n\n(c) substantial organizational changes within the SE, \n\n(d) the establishment of cooperation with other undertakings which Is both \n\nlong-term and of importance to the activities of the SE, or the \n\ntermination thereof. (e) the setting up of a subsidiary or of a holding company. may be effected by the management board only following prior authorization \n\nof the supervisory board or by the administrative board as a whole. Implementation may not be delegated to the executive members of the \n\nadministrative board. Acts done In breach of the above provisions may not be relied upon against \n\nthird parties, unless the SE can prove that the third party was aware of \n\nthe breach. 2. The statutes of the SE may provide that paragraph 1 shall also apply \n\nto other types of decisions. Article 73 \n\n(Conflicts of interest) \n\n1. Any transaction in which a board member has an Interest conflicting \n\nwith the Interests of the SE shall require the prior authorization of the \n\nsupervisory board or the administrative board. - 103 -\n\n2. The statutes of the SE may provide that paragraph 1 shall not apply to \n\nroutine transactions concluded on normal terms and conditions. 3. A member to whom paragraph 1 applies shall be entitled to be heard \n\nbefore a decision on the authorization is made but may not take part In the \n\ndeliberations of the relevant board when it makes its decision. 4. Authorizations given under paragraph 1 during any financial year shall \n\nbe communicated to the shareholders not later than at the first general \n\nmeeting following the end of the financial year In question. 5. Failure to obtain authorization may not be relied upon against third \n\nparties, unless the SE can prove that the third party was aware of the need \n\nfor, and lack of, such authorization. Art le le 74 \n\n(Rights and obligations) \n\n1. Each member of a board of the SE shall have the same rights and \n\nobligations, without prejudice to \n\n(a) any internal allocation of responsibilities between the members of the \n\nboard, and the provisions of the board's rules of procedure governing \n\nthe taking of decisions in the event of a tied vote; \n\n(b) the provisions concerning the delegation of management responslblIt les \n\nto executive members. 2. All board members shall carry out their functions in the Interests of \n\nthe SE, having regard in particular to the interests of the shareholders \n\nand the employees. 3. All board members shall exercise a proper discretion In respect of \n\ninformation of a confidential nature concerning the SE. This duty shall \n\ncontinue to apply even after they have ceased to hold office. - 104 -\n\nArticle 75 \n\n(Removal of members) \n\n1. Members of the supervisory board or the administrative board may be \n\ndismissed at any time by the same body, persons or groups of persons who \n\nunder this Regulation or the statutes of the SE have the power to appoint \n\nthem. 2. In addition, members of the supervisory board or the administrative \n\nboard may be dismissed on proper grounds by the court within whose \n\njuridiction the registered office of the SE Is situated in proceedings \n\nbrought by the general meeting of the shareholders, the representatives of \n\nthe employees, the supervisory board or the administrative board. Such \n\nproceedings may also be brought by one or more shareholders who together \n\nhold 10% of the capital of the SE. Article 76 \n\n(Quorum, majority) \n\n1. Unless the statutes of the SE require a higher quorum, a board shall \n\nnot conduct business validly unless at least half of its members take part \n\nIn the deliberat ions. 2. Members who are absent may take part in decisions by authorizing a \n\nmember who is present to represent them. No member may represent more than \n\none absent member. 3. Unless the statutes of the SE provide for a larger majority, decisions \n\nshall be taken by a majority of the members present or represented. - 105 -\n\n4. Under terms laid down In the statutes of the SE a board may also take \n\ndecisions by procedures under which the members vote In writing, by telex, \n\ntelegram or telephone or by any other means of telecommunication, provided \n\nthat all members are Informed of the proposed voting procedure and no \n\nmember objects to the use of that procedure. Article 77 \n\n(Civil liability) \n\n1. Members of the administrative board, the management board or the \n\nsupervisory board, shall be liable to the SE for any damage sustained by \n\nthe company as a result of wrongful acts committed In carrying out their \n\ndut les. 2. Where the board concerned is composed of more than one member, all the \n\nmembers shall be jointly and severally liable without limit. However, a \n\nmember may be relieved of liability If he can prove that no fault is \n\nattributable to him personally. Such relief may not be claimed by a member \n\non the sole ground that the act giving rise to liability did not come \n\nwithin the sphere of responsibilities delegated to him. Article 78 \n\n(Proceedings on behalf of the company) \n\n1. The administrative board or the supervisory board, may Institute \n\nproceedings on the company's behalf to establish liability. 2. Such proceedings must be brought if the general meeting so decides. The general meeting may appoint a special representative for this purpose. For such a decision the statutes may not prescribe a majority greater than \n\nan absolute majority of the votes attached to the capital represented. A \nSucW \nr \n\n- 106 -\n\n3. Proceedings on behalf of the company may also be brought by one or \n\nmore shareholders who together hold 10% of the capital of the SE. ^ \n\n^ \n\n4. Such proceedings may be brought by any creditor of the SE who can show \n\nthat he cannot obtain satisfaction of his claim on the company. (Waiver of proceedings on behalf of the company) \n\nArticle 79 \n\n1. The SE may waive its right to institute proceedings on the company's \n\nbehalf to establish liability. Such a waiver shall require an express \n\nresolution of the general meeting taken In the knowledge of the wrongful \n\nact giving rise to damage for the company. However, such a resolution may \n\nnot be passed if it Is opposed by shareholders whose holdings amount to the \n\nfigure referred to in Article 75. 2. Paragraph 1 shall also apply to any compromise relating to such \n\nproceedings agreed between the company and a board member. Article 80 \n\n(Limitation of actions) \n\nNo proceedings on the company's behalf to establish liability may be \n\ninstituted more than five years after the act giving rise to damage. - 107 -\n\nSection 4 \n\nGeneral meeting \n\nArticle 81 \n\n(Competence) \n\nThe following matters shall be resolved by the general meeting: \n\na) \n\nincreases or reductions In subscribed or authorized capital; \n\nb) \n\nissues of debentures convertible Into shares or carrying subscription \n\nrights and of debentures carrying the right to share In the profits; \n\nc) \n\nthe appointment or removal of members of the administrative board or \n\nof the supervisory board, who represent the shareholders; \n\nd) \n\nthe Institution of proceedings on the company's behalf for negligence \n\nor misconduct by board members; \n\ne) \n\nthe appointment or dismissal of auditors; \n\nf) \n\napproval of the annual accounts; \n\ng) \n\nappropriation of the profit or loss for the year-, \n\nh) \n\namendment of the statutes; \n\ni) \n\nwinding up and appointment of liquidators; \n\nj) \n\ntransformation'; \n\nk) \n\nmerger of the SE with another company; \n\n\f- 108 -\n\nI) \n\ntransfers of assets. Article 82 \n\n(Holding of general meeting) \n\n1. A general meeting shall be held at least once a year. However, the \n\nfirst general meeting may be held at any time In the 18 months \n\nfollowing the Incorporation of the SE. 2. A general meeting may be called at any time by the management board \n\nor the administrative board. Article 83 \n\n(Meeting called by minority shareholders) \n\n1. It shall be provided that one or more shareholders who satisfy the \n\nconditions set out In Article 75 may request the SE to call the \n\ngeneral meeting and to settle the agenda therefor. 2. If, following a request made under paragraph 1, no action has been \n\ntaken within a month, the court within whose juridiction the \n\nregistered office of the SE is situated may order the calling of a \n\ngeneral meeting or authorize either the shareholders who have \n\nrequested It or their representative to call the meeting. Article 84 \n\n(Methods of calling meetings) \n\n1. a) The general meeting shall be called by a notice published either in \n\nthe national gazette specified in the legislation of the State of the \n\nregistered office In accordance with Article 3 (4) of Directive \n\n68/151/EEC or In one or more large-circulation newspapers. - 109 -\n\nb) However, where all the shares in an SE are registered or where all \n\nits shareholders are known, the general meeting may be called by any \n\nmeans of communication addressed to all the shareholders. 2. The notice calling the general meeting shall contain the following \n\nparticulars, at least: \n\na) \n\nb) \n\nc) \n\nd) \n\nthe name and the registered office of the SE; \n\nthe place and date of the meeting; \n\nthe type of general meeting (ordinary, extraordinary or special); \n\na statement of the formalities, if any, prescribed by the statutes \n\nfor attendance at the general meeting and for the exercise of the \n\nr ight to vote-, \n\ne) \n\nany provisions of the statutes which require the shareholder, where \n\nhe appoints an agent, to appoint a person who falls within certain \n\nspecified categories of persons. f) \n\nthe agenda showing the subjects to be discussed and the proposals for \n\nr\u00e9solut ions. 3. The period between the date of first publication of the notice in \n\naccordance with paragraph 1 (a), or the date of dispatch of the first \n\ncommunication as mentioned in paragraph K b ), and the date of the \n\nopening of the general meeting shall be not less than 30 days. Article 85 \n\n1. One or more shareholders who satisfy the requirements laid down In \n\nArticle 75 may request that one or more additional items be included \n\non the agenda of a general meeting of which notice has already been \n\ngiven. - 110 -\n\n2. Requests for Inclusion of additional agenda Items shall be sent to \n\nthe SE within seven days of the first publication of the notice \n\ncalling the general meeting in accordance with Article 84 (1)(a) or \n\nthe dispatch of the first communication calling the general meeting \n\nby the means mentioned in Article 84 (1)(b). 3. Items whose inclusion in the agenda has been requested under \n\nparagraph 2, shall be communicated or published In the same way as \n\nthe notice of meeting, not less than seven days before the meeting. Article 86 \n\n(Attendance at general meeting) \n\nEvery shareholder who has complied with the formalities prescribed by the \n\nstatutes shall be entitled to attend the general meeting. However, the \n\nstatutes may prohibit shareholders having no voting rights from attending \n\nthe meetIng. Article 87 \n\n(Proxies) \n\n1. Every shareholder shall be entitled to appoint a person to represent \n\nhim at the general meeting. 2. The law of the Member State where the registered office of the SE is \n\nsituated or the statutes may restrict the choice of representative to \n\none or more specified categories of persons, but a shareholder may \n\nnot be prevented from appointing another shareholder to represent \n\nhim. 3. The appointment shall be made in writing and shall be retained for \n\nthe period mentioned in Article 99 (4). - 111 -\n\nArticle 88 \n\n1. Where the proxies appointed are persons acting In a professional \n\ncapacity, the provisions of Article 87 and the following provisions \n\nshalI apply: \n\na) \n\nthe appointment shall relate to only one meeting, but It shall be \n\nvalid for successive meetings with the same agenda, without prejudice \n\nto paragraph 2; \n\nb) \n\nc) \n\nthe appointment shall be revocable; \n\nall the shareholders whose names and addresses are known shall be \n\nInvited, either In writing or by publication in one or more large-\n\ncirculation newspapers, to appoint the person in question as their \n\nproxy; \n\nd) \n\nthe invitation to appoint the person in question as a proxy shall \n\ncontain at least the following information: \n\nthe agenda showing the subjects for discussion and the proposals for \n\nr\u00e9solut Ions-, \n\nan indication that the documents mentioned in Article 89 are \n\navailable to shareholders who ask for them; \n\na request for instructions concerning the exercise of the right to \n\nvote in respect of each item on the agenda; \n\na statement of the way in which the proxy will exercise the right to \n\nvote In the absence of any Instructions from the shareholder; \n\ne) \n\nthe right to vote shall be exercised in accordance with the \n\nshareholders' instructions, or in the absence of such Instructions in \n\naccordance with the statement made to the shareholder. However, the \n\nproxy may depart from the shareholders' Instructions or the statement \n\nmade to the shareholder by reason of circumstances unknown when the \n\ninstructions were given or the invitation to appoint a proxy issued, \n\nwhere voting In accordance with instructions or the statement would \n\nbe liable to prejudice the shareholder's Interests. The proxy shall \n\nforthwith inform the shareholder and explain the reasons for his \n\nact ion. - 112 -\n\n2. Notwithstanding paragraph 1(a), a proxy may be appointed for a \n\nspecified period not exceeding 15 months. In this case the Information \n\nindicated in paragraph 1 (d) shall be given to all the shareholders \n\nreferred to In paragraph 1(c) before any general meeting. Article 89 \n\n(Avallablity of accounts) \n\nThe annual accounts and, where appropriate, the consolidated accounts, the \n\nproposed appropriation of profits or treatment of loss where It does not \n\nappear in the annual accounts, the annual report and the opinion of the \n\npersons responsible for auditing the accounts shall be available to every \n\nshareholder at the latest from the date of dispatch or publication of the \n\nnotice of general meeting called to adopt the annual accounts and to decide \n\non the appropri\u00e2t Ion. of profits or treatment of loss. Every shareholder \n\nshall be able to obtain a copy of these documents free of charge upon \n\nrequest. From the same date, the report of the persons responsible for \n\nauditing the accounts shall be available to any shareholder wishing to \n\nconsult It at the registered office of the SE. Article 90 \n\n(Right to Information) \n\n1. Every shareholder who so requests at a general meeting shall be \n\nentitled to obtain Information on the affairs of the company arising from \n\nItems on the agenda or concerning matters on which the general meeting may \n\ntake a decision in accordance with Article 91(2). - 113 -\n\n2. The management board or the executive members of the administrative \n\nboard shall supply this information. 3. The communication of Information may be refused only where: \n\n(a) \n\nIt would be likely to be seriously prejudicial to the company \n\nor a controlled company, or \n\n(b) \n\nIts disclosure would be incompatible with a legal obligation \n\nof confident la IIty. 4. A shareholder to whom Information is refused may require that his \n\nquestion and the grounds for refusal shall be entered in the minutes of the \n\ngeneral meeting. 5. A shareholder to whom information is refused may challenge the \n\nvalidity of the refusal In the court within whose Jurisdiction the \n\nregistered of'fice of the SE Is situated. Application to the court shall be \n\nmade within two weeks of the closure of the general meeting. Article 91 \n\n(Decisions-, Agenda) \n\n1. The general meeting shall not pass any resolution concerning Items \n\nwhich have not been communicated or published in accordance with Article \n\n84(2)(f) or Article 85(3). 2. Paragraph 1 shall not apply when all the shareholders are present in \n\nperson or by proxy at the general meeting and no shareholder objects to the \n\nmatter in question being discussed. A r t i c le 92 \n\n(Voting rights) \n\n1. A shareholder's voting rights shall be proportionate to the fraction \n\nof the subscribed capital which his shares represent. - 114 -\n\n2. The statutes may authorize: \n\na) restriction or exclusion of voting rights In respect of shares \n\nwhich carry special advantages; \n\nb) restriction of votes In respect of shares allotted to the same \n\nshareholder, provided the restriction applies at least to all \n\nshareholders of the same class. 3. The right to vote may not be exercised: \n\na) where a call made by the company has not been paid; \n\nb) on shares held by the SE Itself or by one of its subsidiaries. 4. The law of the State where the registered office of the SE Is \n\nsituated shall govern the exercise of voting rights In cases of succession, \n\nusufruct, pledge of shares, or failure to notify substantial holdings. Article 93 \n\n(Conflict of interest) \n\nNeither a shareholder nor his representative shall exercise the right to \n\nvote attached to his shares or to shares belonging to third persons where \n\nthe subject matter of the resolution relates to: \n\na) the assertion of claims by the SE against that shareholder; \n\nb) the commencement of legal proceedings to establish the liability \n\nof that shareholder to the company in accordance with Article 78; \n\nc) waiver of the right to bring proceedings to establish the \n\nliability of that shareholder to the company in accordance with \n\nArticle 79. - 115 -\n\nArticle 94 \n\n(Required majority) \n\n1. Resolutions of the general meeting shall require at least an absolute \n\nmajority of the votes attached to the subscribed capital present or \n\nrepresented unless a greater majority Is prescribed by this Regulation. 2. However, as regards the appointment or dismissal of members of the \n\nadministrative board, the management board or the supervisory board the \n\nstatutes may not require a majority greater than that mentioned in \n\nparagraph 1. Article 95 \n\n(Amendment of statutes) \n\n1. A resolution of the general meeting shall be required for any \n\namendment of the statutes of the instrument of incorporation. 2. However, the statutes may provide that the administrative board or \n\nthe management board may amend the statutes or the instrument of \n\nincorporation where the amendment merely Implements a resolution already \n\npassed by the general meeting, or by the board itself by virtue of an \n\nauthorization given by the general meeting, by the statutes, or by the \n\ninstrument of Incorporation. Article 96 \n\n1. The complete text of the amendment of the statutes or of the \n\nInstrument of Incorporation which Is to be put before the general meeting \n\nshall be set out In the notice of meeting. 2. However, the statutes may provide that the complete text of the \n\namendment mentioned In paragraph 1 may be obtained by any shareholder free \n\nof charge upon request. - 116 -\n\nArticle 97 \n\n1. A majority of not less than two thirds of votes attached to \n\nsubscribed capital represented at the meeting shall be required for the \n\npassing by the general meeting of resolutions amending the statutes or the \n\ninstrument of Incorporation. 2. However, the statutes may provide that where at least one-half of the \n\nsubscribed capital is represented, a simple majority of the votes in \n\nparagraph 1 shall suffice. 3. Resolutions of the general meeting which would have the effect of \n\nIncreasing the liabilities of the shareholders shall require in any event \n\nthe approval of all the shareholders involved. 4. A resolution amending the statutes or the Instrument of incorporation \n\nshall be made public accordance with Article 9. Article 98 \n\n(Separate vote of each class of shareholder) \n\n1. Where there are several classes of shares, any resolution of the \n\ngeneral meeting shall require a separate vote at least for each class of \n\nshareholders whose rights are affected by the resolution. 2. Where a resolution of the general meeting requires the majority of \n\nvotes specified In Article 97 (1) and (2), that majority shall also be \n\nrequired for the separate vote of each class of shareholders whose rights \n\nare affected by the resolution. - 117 -\n\nArticle 99 \n\n(Minutes) \n\n1. Minutes shall be drawn up for every meeting of the general meeting. 2. The minutes shall contain the following particulars, at least: \n\na) the place and date of the meeting; \n\nb) the resolutions passed; \n\nc) the result of the voting. 3. There shall be annexed to the minutes: \n\na) the attendance list; \n\nb) the documents relating to the calling of the general meeting. 4. The minutes and the documents annexed thereto shall be retained for \n\nat least three years. A copy of the minutes and the documents annexed \n\nthereto may be obtained by any shareholder, free of charge, upon request. Article 100 \n\n(Appeal against resolutions of general meeting) \n\n1. Resolutions of the general meeting may be declared Invalid as \n\nInfringing the provisions of this Regulation or of the company's statutes, \n\nin the following manner. 2. An action for such a declaration may be brought by any shareholder or \n\nany person'having a legitimate interest, provided he can show that he has \n\nan interest In having the Infringed provision observed and that the \n\nresolution of the general meeting may have been altered or influenced by \n\nthe Infringement. - 118 -\n\n3. The action for such a declaration shall be brought within three \n\nmonths of the closure of the general meeting, before the court within whose \n\njurisdiction the registered office of the SE is situated. It shall be \n\ntaken against the SE. 4. The procedure In the action for such a declaration shall be governed \n\nby the law of the place where the SE has its registered office. 5. The decision declaring the resolution void shall be published in \n\naccordance with Article 9. 6. The declaration that a resolution is void may no longer be made by \n\nthe court if that resolution has been replaced by another taken in \n\nconformity with this Regulation and the statutes of the SE. The court may, \n\non Its own Initiative, grant the time necessary to enable the general \n\nmeeting to pass such a new resolution. - 119 -\n\nTitle V \n\nAnnual accounts and consolidated accounts \n\nSECTION 1 \n\nAnnual accounts \n\nSUB-SECTION 1 \n\nPreparation of annual accounts \n\nArticle 101 \n\n1. The SE shall draw up annual accounts comprising the balance sheet, \n\nthe profit and loss account and the notes on the accounts. These documents \n\nshall constitute a composite whole. 2. The annual accounts of the SE shall be drawn up in accordance with \n\nthe provisions of Directive 78/660/EEC subject to paragraph 3 of this \n\nArticle. 3. (a) \n\nArticles 1, 2(5), final sentence, 2(6), 4(1), final sentence, \n\n4(2), final sentence,4 (3)(b), final sentence, 4(4), final sentence, 5, \n\n43(2), 45(1)(b), final sentence, 54, 55 and 62 of Directive 78/660/EEC \n\nshalI not apply. (b) \n\nFor the purpose of drawing up the annual accounts, the provisions \n\nof Articles 2, 3, 4, 6 and 7 of Directive 78/660/EEC shall apply. The SE \n\nmay avail Itself of the option provided for in Article 6 of that Directive. -120-\n\n(c) For the presentation of the balance sheet, the SE may choose between \n\nthe layouts prescribed by Articles 9 and 10 of Directive 78/660/EEC. It may \n\navail Itself of the options provided for in Articles 9, 10, 11, 18, final \n\nsentence, 20(2) and 21, final sentence, of that Directive. (d) \n\nFor the presentation of the profit and loss account, the SE may \n\nchoose between the layouts prescribed by Articles 23 to 26 of Directive \n\n78/660/EEC. It may avail Itself of the options provided for In Articles 27 \n\nand 30 of that Directive. (e) \n\nThe Items shown In the annual accounts shall be valued in \n\naccordance with the principles laid down in Article 31 of Directive \n\n78/660/EEC. They shall be valued on the basis of the principle of purchase \n\nprice or production cost according to the provisions of Articles 34 to 42 \n\nof that Directive. However, the SE may choose to apply one of the three alternative valuation \n\nmethods provided for In Article 33 of that Directive. If the SE avails \n\nitself of that possibility, it shall ensure that the method applied is \n\nconsistent with the principles laid down in that Article. Details of the \n\nmethod applied shall be given In the annex thereto. The SE may avail itself of the options provided for in Articles 34(1), 36, \n\n37(1) and (2), 39(1)(c) and (2) and 40(1) of that Directive. (f) \n\nIn addition to the Information required under other provisions of \n\nDirective 78/660/EEC, the notes on the accounts must \n\ninclude the \n\ninformation provided for in Article 43 of that Directive at least. The SE \n\nmay avail Itself of the options provided for in Articles 44 and 45(1) and \n\n(2) of that Directive. - 121 -\n\nSUB-SECTION 2 \n\nPreparation of the annual rapport \n\nArticle 102 \n\n1. The SE shall draw up an annual report which must include at least a \n\nfair review of the development of the company's business and of its \n\nposit ion. 2. The annual report shall also include the Information provided for \n\nIn Article 46 of Directive 78/660/EEC. SUB-SECTION 3 \n\nAudItIng \n\nArticle 103 \n\n1. The annual accounts of the SE shall be audited by one or more \n\npersons authorized to do so In a Member State in accordance with the \nprovisions of Directive 84/253/EEC1. Those persons shall also verify that \n\nthe annual report is consistent with the annual accounts for the same \n\nfinancial year. 2. If the SE meets the criteria laid down In Article 11 of \n\nDirective 78/660/EEC, it shall not be required to have Its accounts \n\naudited. In such cases, members of administrative board or the management \n\nboard shall be subject to the sanctions applicable to public limited \n\nliability companies In the State In which the SE has Its registered office \n\nwhere the annual accounts or annual reports are not drawn up in accordance \n\nwith the provisions of this section. OJ No L 126, 12. 5. 1984, p. 20. - 122 -\n\nSUB-SECTION 4 \n\nPub 11 cat ion \n\nArticle 104 \n\n1. The annual accounts, duly approved, and the annual report and audit \n\nreport shall be published as laid down in accordance with Article 3 of \n\nDirective 68/151/EEC by the laws of the Member State in which the SE has \n\nIts registered office. 2. The SE may avail itself of the options provided for in Article 47 \n\nof Directive 78/660/EEC. Articles 48, 49 and 50 of Directive 78/660/EEC shall apply to the \n\n3. SE. SUB-SECTION 5 \n\nFinal provisions \n\nArticle 105 \n\nArticles 56 to 61 of Directive 78/660/EEC shall apply to the SE. The SE \n\nmay avail itself of the options provided for in those Articles. - 123 -\n\nSECTION 2 \n\nConsolidated accounts \n\nSUB-SECTION 1 \n\nConditions for the preparation of consolidated accounts \n\nArticle 106 \n\n1. Where the SE is a parent undertaking within the meaning of \n\nArticle 1(1) and (2) of Directive 83/349/EEC, It shall be required to draw \n\nup consolidated accounts and a consolidated annual report in accordance \n\nwith the provisions of that Directive. 2. Articles 1(1)(c) last sentence, K d ) ( b b ), last sentence, 1(d), \n\nsecond and third subparagraphs, 4 and 5 of Directive 83/349/EEC shall not \n\napply. 3. The SE may avail Itself of the options provided for in Articles 1, \n\n6, 12 and 15 of Directive 83/349/EEC. Article 107 \n\n1. Where the SE Is a parent undertaking within the meaning of Article \n\n1(1) and (2) of Directive 83/349/EEC and Is at the same time a subsidiary \n\nundertaking of a parent undertaking governed by the law of a Member State, \n\nIt shall be exempt from the obligation to draw up consolidated accounts \n\nsubject to the conditions laid down in Articles 7 and 8 of that Directive. Article 10 of that Directive shall apply. 2. Articles 7(1)(b), second subparagraph, 8(1), last sentence, 8(2) \n\nand (3), and 9 of that Directive shall not apply. 3. The exemption provided for In paragraph 1 shall not apply where the \n\nsecurities of the SE have been admitted to official listing on a stock \n\nexchange established In a Member State. - 124 -\n\nArticle 108 \n\n1. Where the SE is a parent undertaking within the meaning of Article \n\n1(1) and (2) of Directive 83/349/EEC and is at the same time a subsidiary \n\nundertaking of a parent undertaking which is not governed by the law of a \n\nMember state, It shall be exempt from the obligation to draw up \n\nconsolidated accounts subject to the conditions laid down In Article 11 of \n\nthat Directive. 2. Articles 8 (1), second sentence, 8(2) and (3), and 10 of that \n\nDirective shall not apply. 3. The exemption provided for in paragraph 1 shall not apply where the \n\nsecurities of the SE have been admitted to official listing on a stock \n\nexchange established in a Member State. SUB-SECTION 2 \n\nThe preparation of consolidated accounts \n\nArticle 109 \n\n1. The consolidated accounts shall comprise the consolidated balance \n\nsheet, the consolidated profit and loss account and the notes on the \n\naccounts. These documents shall constitute a composite whole. 2. The consolidated accounts shall be drawn up in accordance with the \n\nprovisions of Directive 83/349/EEC subject to paragraph 3 of this Article. 3. (a) Articles 16(5), final sentence, 16(6), 33(2)(c), first sentence, \n\n33(3), final sentence, 34, point 12, final sentence, and point 13, final \n\nsentence, 35(1)(b), second sentence, 40, 41(5) and 48 of Directive \n\n83/349/EEC shall not apply. (b) \n\nThe SE may avail Itself of the options provided for in Articles \n\n17(2), 19(1)(b), 20, 26(1)(c), final sentence, 26(2), 27(2), 28, second \n\nsentence, 29(2)(a), second sentence, 29(5), final sentence, 30(2), 32, \n\n33(2) (d) and 35(1) of Directive 83/349/EEC. - 125 -\n\nSUB-SECTION 3 \n\nPreparation of the consolidated annual report \n\nArticle 110 \n\n1. The consolidated annual report shall include at least a fair review \n\nof the development of the company's business and the position of the \n\nundertakings included in the consolidation taken as a whole. 2. The consolidated annual report shall also include the Information \n\nprovided for In Article 36 of Directive 83/349/EEC. The SE may avail Itself \n\nof the option provided for in the final sentence of paragraph 2(d) of that \n\nArticle. SUB-SECTION 4 \n\nAuditing of the consolidated accounts \n\nArticle 111 \n\nThe consolidated accounts shall be audited by one or more persons \n\nauthorized to do so in a Member State in accordance with the provisions of \n\nDirective 84/253/EEC. Those persons shall also verify that the consolidated \n\nannual report is consistent with the consolidated accounts for the \n\nfinancial year in question. SUB-SECTION 5 \n\nPub 11 cat ion \n\nArticle 112 \n\n1. The consolidated accounts, duly approved, and the consolidated \n\nannual report, together with the audit report, shall be published as laid \n\ndown In accordance with Article 3 of Directive 68/151/EEC by the laws of \n\nthe Member State in which the SE has its registered office. 2. Article 38 (3), (4) and (6) of Directive 83/349/EEC shall not \n\napply. 3. The \n\nmanagement \n\nboard \n\nand \n\nthe \n\nexecutive \n\nmembers \n\nof \n\nthe \n\nadministrative board shall be liable to the sanctions provided for [. ] if \n\nthe consolidated accounts and consolidated annual report are not published. - 126 -\n\nSECTION 3 \n\nBanks and Insurance companies \n\nArticle 113 \n\n1. SEs which are credit or financial Institutions shall comply, as \n\nregards the drawing up, auditing and publication of annual accounts and \n\nconsolidated accounts, with the rules laid down pursuant to Directive \n86/635/EEC1 by the national law of the State In which the SE has Its \n\nregistered off Ice. 2. SEs which are insurance companies shall comply, as regards the \n\ndrawing up, auditing and publication of annual accounts and consolidated \n\naccounts, with the rules laid down, pursuant to Directive [. which, \n\nsupplementing Directive 78/660/EEC, harmonizes the provisions governing the \n\nannual accounts and the consolidated accounts of insurance companies, by \n\nthe national law of the State in which the company has its registered \n\noffice]. OJ NO L 372, 31. A2. 1986, p. 1. - 127 -\n\nTitle VI \n\nGroups of companies \n\nArticle 114 \n\n1. Where an undertaking controls an SE, that undertaking's consequent \n\nrights and obligations relating to the protection of minority shareholders \n\nand third parties shall be those defined by tee law governing public \n\nlimited companies In the State where the SE has Its registered office. 2. Paragraph 1 shall not affect the obligations Imposed on the \n\ncontrolling undertaking by the legal system which governs It. - 128 -\n\nTitle viI \n\nWinding up, liquidation, insolvency and suspension of payments \n\nSECTION 1 \n\nWinding up \n\nArticle 115 \n\nAn SE may be wound up: \n\n1. upon the expiry of the duration laid down for It in the statutes or the \n\ninstrument of Incorporation, \n\n2. by resolution of the general meeting of shareholders, or \n\n3. by decision of the court of the place where the SE has Its registered \n\noffice : \n\n(a) where the subscribed capital of the company has been reduced below the \n\nminimum capital provided for in Article 4; \n\n(b) where the disclosure of annual accounts has not taken place in the \n\nSE's last three financial years; \n\n(c) on any ground laid down in the law of the place where the SE has its \n\nregistered office or provided for In the statutes or the Instrument of \n\nIncorporation. - 129 -\n\nArticle 116 \n\n(Winding up by resolution of the general meeting) \n\n1. A resolution of the general meeting of shareholders to wind up the SE \n\non any ground laid down by the statutes or instrument of incorporation \n\nshall require at least a simple majority of the votes attached to the \n\nsubscribed capital represented. 2. In all other cases a resolution of the general meeting of shareholders \n\nto wind up the SE shall require at least a two-thirds majority of the votes \n\nattached to the subscribed capital represented. The statutes may, however, \n\nlay down that, when at least half the subscribed capital is represented, \n\nthe simple majority referred to In paragraph 1 is sufficient. Article 117 \n\n(Winding up by the court) \n\n1. Winding-up proceedings may be brought in the court of the place where \n\nthe SE has its registered office by the administrative board, the \n\nmanagement board or the supervisory board of the SE, by any shareholder, or \n\nby any person with a legitimate Interest. 2. Where the SE Is able to remove the ground for winding up, the court may \n\ngrant it a period of time sufficient to allow it to do so. Article 118 \n\n(Publication of winding up) \n\nThe winding up shall be published In the manner referred to In Article 9. - 130 -\n\nArticle 119 \n\n(Wound-up SE to continue in existence) \n\n1. Where an SE is to be wound up as a result of a resolution to that \n\neffect of the general meeting of shareholders or upon the expiry of Its \n\nprescribed duration, the general meeting of shareholders may resolve that \n\nit is to continue In existence as long as there has been no distribution on \n\nthe basis of liquidation in accordance with Article 126. 2. The resolution that the company is to continue in existence shall be \n\npassed In accordance with Article 116(2), and published in the manner \n\nreferred to In Article 9. SECTION 2 \n\nLiquid\u00e2t Ion \n\nArticle 120 \n\n(Appointment of liquidators) \n\n1. The winding up of an SE shall entail the liquidation of its assets. The liquidation shall be carried out by one or more liquidators. 2. Liquidators shall be appointed : \n\n(a) by the statutes or Instrument of incorporation, or In the manner laid \n\ndown therein; or \n\n(b) by a resolution of the general meeting of shareholders acting by the \n\nsimple majority of the votes specified In Article 116(1); or \n\n(c) failing an appointment pursuant to (a) or (b), by the court In whose \n\nJurisdiction the registered office of the SE is situated on the \n\napplication of any shareholder or of the administrative board, the \n\nmanagement board or the supervisory board. 3. In the absence of an appointment pursuant to paragraph 2, the duties of \n\nliquidator shall be performed by the administrative board or the management \n\nboard. - 131 -\n\n4. The general \n\nmeeting \n\nshall \n\ndetermine \n\nthe remuneration \n\nof \n\nthe \n\nliquidators. Where the liquidators are appointed by a court in whose \n\njuridiction the registered office of the SE is situated, the court shall \n\ndetermine their remuneration. Article 121 \n\n(Removal of liquidators) \n\nThe liquidators may be removed before the termination of the liquidation: \n\n(a) where they were appointed in accordance with Article 120(2), (a) and \n\n(b) or where Article 120(3) applies, by a decision of the general \n\nmeeting acting by the simple majority of the votes specified In Article \n\n116(1), \n\n(b) Irrespective of the manner of appointment, by a court In whose \n\njurisdiction the registered office of the SE is situated, on petition \n\nof any person having a legitimate interest in the matter and showing a \n\nproper ground. Article 122 \n\n(Powers of liquidators) \n\n1. The liquidators may take all appropriate steps to liquidate the SE and, \n\nIn particular, shall terminate transactions pending, collect debts, convert \n\nremaining assets Into cash where this is necessary for their realisation \n\nand to pay the sums owing to creditors. The liquidators may undertake new \n\ntransactions to the extent necessary for the purposes of the liquidation. 2. The liquidators shall have the power to bind the SE In dealings with \n\nthird parties and to take legal proceedings on Its behalf. The appointment, termination of office and Identity of liquidators shall be \n\npublished in the manner referred to in ArtIcle 9. It must appear from the \n\ndisclosure whether the liquidators may represent the company alone or must \n\nact Jointly. - \n\n'22 -\n\nArticle 123 \n\n(LlablIity of IIquldators) \n\nThe rules on the civil liability of members of the administrative board or \n\nof the management board of an SE shall also apply to the civil liability of \n\nliquidators for wrongful acts committed in carrying out their duties. Article 124 \n\n(Accounting documents) \n\n1. The liquidators shall draw up a statement of the assets and liabilities \n\nof the SE on the date the winding up commenced. Any shareholder or \n\ncreditor of the SE shall be entitled to obtain a copy of this statement \n\nfree of charge, upon request. 2. The liquidators shall report on their activities to the general meeting \n\neach year. 3. The rules concerning the drawing up, auditing and publication of annual \n\naccounts or consolidated accounts and the approval of persons responsible \n\nfor carrying out the statutory audits of those accounts shall apply \n\nmutat is mutandis. Article 125 \n\n(Information supplied to creditors) \n\nThe notice of the winding up of the company provided for In Article 118 \n\nshall Invite creditors to lodge their claims, and shall Indicate the date \n\nafter which dlstrIbutIons on the basis of liquidation will be made. An invitation to lodge claims shall also be sent In writing to any creditor \n\nknown to the company. - 133 -\n\nArticle 126 \n\n(Distribution) \n\n1. No distribution on the basis of liquidation may be made to the \n\nbeneficiaries \n\ndesignated \n\nIn \n\nthe \n\nstatutes \n\nor \n\nthe \n\nInstrument \n\nof \n\nIncorporation, or falling any such designation to the shareholders, until \n\nall creditors of the company have been paid in full and the tlme-llmlts \n\nindicated In Articles 125 and 127(2) have expired. 2. After the creditors have been paid in full, and anything due to the \n\nbeneficiaries referred to In paragraph 1 has been distributed, the net \n\nassets of the SE shall, except where otherwise stated In the statutes or \n\nthe instrument of incorporation, be distributed among the shareholders In \n\nproportion to the nomlnai value of their shares. 3. Where the shares Issued by the SE have not all been paid up in the same \n\nproportion, the amounts paid up shall be repaid. In that case only the \n\nremaining net assets shall be distributed In accordance with paragraph 2. If the net assets are not sufficient to repay the amounts paid up, the \n\nshareholders shall bear the loss in proportion to the nominal value of \n\ntheir shares. 4. Where a claim on an SE has not yet fallen due or Is in dispute or where \n\nthe creditor is not known, the net assets may be distributed only If \n\nadequate security Is set aside for the creditor or If the assets remaining, \n\nafter a partial distribution represent sufficient security. - 134 -\n\nArticle 127 \n\n(Dlstr ibut ion plan) \n\n1. The liquidator or liquidators shall draw up a plan for the distribution \n\nof the net assets of the company pursuant to Article 126 after the date \n\nindicated In Article 125. 2. This plan shall be brought to the attention of the general meeting and \n\nof \n\nany \n\nbeneficiary \n\ndesignated \n\nin \n\nthe \n\nstatutes \n\nor \n\ninstrument \n\nof \n\nIncorporation. Any shareholder and any beneficiary may challenge the plan \n\nIn the court of the place where the SE has Its registered office within \n\nthree months of the date on which it was brought to the attention of the \n\ngeneral meeting or of that beneficiary. No distribution may be made until \n\nthat period has expired. 3. Where there is a challenge it shall be for the court to decide whether \n\nand to what extent any partial distributions may be made in the course of \n\nthe proceedings before the court takes its decision. Article 128 \n\n(Termination of liquidation) \n\n1. The liquidation shall be terminated when the distribution Is complete. 2. Where, after \n\nthe \n\nliquidation \n\nis terminated, \n\nfurther \n\nassets \n\nor \n\nliabilities of the SE come to light which were previously unknown, or \n\nfurther liquidation measures prove necessary, a court in whose jurisdiction \n\nthe registered office of the SE Is situated shall, on the application of \n\nany shareholder or creditor, renew the mandate of the former liquidators or \n\nappoint other liquidators. 3. Termination of liquidation and removal of the SE from the register \n\nreferred to In Article 8(1) shall be published in the manner referred to In \n\nArticle 9. 4. Following the liquidation, the books and records relating to the \n\nliquidation shall be lodged at the register referred to in paragraph 3. Any Interested party may examine such books and records. - 135 -\n\nSECTION 3 \n\nInsolvency and suspension of payments \n\nArticle 129 \n\nIn respect of Insolvency and suspension of payments the SE shall be subject \n\nto the law of the place where It has its registered office. Article 130 \n\n1. The opening of insolvency or suspension of payments proceedings shall \n\nbe notified for entry In the register by the person appointed to conduct \n\nthe proceedings. The entry In the register shall show the following: \n\n(a) the nature of the proceedings, the date of the order, and the court \n\nmaking It; \n\n(b) the date on which payments were suspended, if the court order provides \n\nfor this; \n\n(c) the name and address of the administrator, trustee, receiver, \n\nliquidator or any other person having power to conduct the proceedings, \n\nor of each of them where there are more than one; \n\n^d) any other information considered necessary. 2 \n\nWhere a court finally dismisses an application, for the opening of the \n\nproceedings referred to In paragraph 1 owing to want of sufficient assets, \n\nit shall, either of its own motion or on application by any Interested \n\nparty, order its decision to be noted in the register. 3. Particulars registered pursuant to paragraphs 1 and 2 shall be \n\npublished In the manner referred to in Article 9. - 136 -\n\nTitle VI I I \n\nMergers \n\nArticle 131 \n\n(Types of merger) \n\nAn SE may merge with other SEs or with other public limited companies \n\nincorporated under the law of one of the Member States in the following \n\nways: \n\n(a) \n\n(b) \n\n(c) \n\n(d) \n\nby forming a new SE; \n\nby the SE taking over one or more public limited companies; \n\nby a public limited company taking over the SE; \n\nby forming a new public limited company. Article 132 \n\n(Applicable law) \n\n1. Where the companies participating in the merger have their \n\nregistered offices in the same Member State, the provisions of national law \n\ngiving effect to Directive 78/855/EEC shall apply. 2. Where the companies participating in the merger have their \n\nregistered offices in different Member States, the provisions of Title M \n\nshall apply mutat is mutandis. - 137 -\n\nTitle IX \n\nPermanent establishments \n\nArticle 133 \n\n1. Where an SE has one or more permanent establishments In a \n\nMember State or a non-member State, and the aggregation of the profits and \n\nlosses for tax purposes of all such permanent establishments results In a \n\nnet loss, that loss may be set against the profits of the SE in the State \n\nwhere it Is resident for tax purposes. 2. Subsequent profits of the permanent establishments of the SE in \n\nanother State shall constitute taxable income of the SE in the State In \n\nwhich it Is resident for tax purposes, up to the amount of the losses \n\nimputed in accordance with paragraph 1. 3. Where a permanent establishment is situated in a Member State, the \n\nimputable losses under paragraph 1 and the taxable profits under paragraph \n\n2 shall be determined by the laws of that Member State. 4. Member States shall be free not to apply the provisions of this Article \n\nIf they avoid double taxation by allowing the SE to set the tax already \n\npaid by its permanent establishments against the tax due from It In respect \n\nof the profits realised by those permanent establishments. - 138 -\n\nTitle X \n\nSanctIons \n\nArticle 134 \n\nThe provisions of national law applicable to the infringement of the rules \n\nrelating to public limited companies shall apply to the infringement of any \n\nof the provisions of this Regulation. - 139 -\n\nTitle XI \n\nFinal provisions \n\nArticle 135 \n\nThe involvement of employees in the SE shall be defined In accordance with \n\nthe provisions adopted to give effect to Directive. by the Member \n\nState where the SE has Its registered office. Article 136 \n\nAn SE may be formed In any Member State which has implemented In national \n\nlaw the provisions of Directive [. on the involvement of employees in \n\nthe S E ]. Art icle 137 \n\nThis regulation shall enter into force on 1 January 1992. This regulation shall be binding in its entirety and directly applicable In \n\na I I Member States. Done at Brussels, \n\nFor the Commission \n\n\f- 140 -\n\nProposal for a \n\nCOUNCIL DIRECTIVE \n\ncomplementing the Statute for a European company with \n\nregard to the involvement of employees In the \n\nEuropean company \n\nTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\nHaving regard to the Treaty establishing the European Economic Community, \n\nand In particular Article 54 thereof, \n\nHaving regard to the proposal from the Commission, \n\nIn cooperation with the European Parliament, \n\nHaving regard to the opinion of the Economic and Social Committee, \n\nWhereas, in order to attain the objectives set out in Article 8a of the \n\nTreaty, Council Regulation No \n\nestablishes a Statute for a European \n\ncompany (SE); \n\nWhereas, In order to promote the economic and social objectives of the \n\nCommunity, arrangements should be made for employees to participate in the \n\nsupervision and strategic development of the SE; \n\nWhereas the great diversity of rules and practices existing In the Member \n\nStates as regards the manner \n\nIn which employees' representatives \n\nparticipate in supervision of the decisions of the governing bodies of \n\npublic limited companies makes it Impossible to lay down uniform rules on \n\nthe involvement of employees in the SE; \n\n\f- 141 -\n\nWhereas the laws of the Member States should therefore be coordinated with \n\na view to making equivalent the safeguards required for the protection of \n\nthe Interests of members and third persons, of public limited companies In \n\neach Member State, with due regard to the specific characteristics of the \n\noperation of such companies having their registered office In its \n\nterritory; whereas such coordination must take account of the fact that an \n\nSE Is created by a restructuring or cooperation operation Involving \n\ncompanies governed by the law of at least two Member States; \n\nWhereas account should be taken of the specific characteristics of the laws \n\nof the Member States by establishing for the SE a framework comprising \n\nseveral models of participation, and authorizing, first, Member States to \n\nchoose the model or models best corresponding to their national traditions, \n\nand, secondly, the management or the administrative board, as the case may \n\nbe, and the representatives of the employees of the SE or of Its founder \n\ncompanies to choose the model most suited to their social environment; \n\nWhereas the provisions of this Directive form an indissociable complement \n\nto the provisions of Regulation. and it Is therefore necessary to ensure \n\nthat the two sets of provisions are applied concomitantly, \n\nHAS ADOPTED THIS DIRECTIVE: \n\n\f- 142 \n\nArticle 1 \n\nThe coord InatIon measures prescribed by this Directive shall apply to the \n\nlaws, regulations and administrative provisions in the Member States \n\nconcerning the Involvement of employees in the SE. These measures are an essential supplement to Regulation. on the Statute \n\nfor a European company. Title 1: Models of participation \n\nArticle 2 \n\nMember States shall take the necessary measures to enable employees of the \n\nSE to participate in the supervision and strategic development of the SE In \n\naccordance with the provisions of this Directive. Article 3 \n\n1. Subject to the application of paragraph 5, the participation of SE \n\nemployees prescribed by Article 2 shall be determined In accordance with \n\none of the models set out in Articles 4, 5 and 6 by means of an agreement \n\nconcluded between the management boards and the administrative boards of \n\nthe founder companies and the representatives of the employees of those \n\ncompanies provided for by the laws and practices of the Member States. Where no agreement can be reached the management and administrative boards \n\nshall choose the model applicable to the SE. - 143 -\n\n2. An SE may not be formed unless one of the models referred to In \n\nArticles 4, 5 and 6 has been chosen. 3. Subject to the application of paragraph 5, the chosen model may be \n\nreplaced by another model In Articles 4, 5 and 6 by an agreement concluded \n\nbetween the management or the administrative board and the representatives \n\nof the employees of the SE. This agreement must be submitted for the \n\napproval of the general meeting. 4. Each Member State shall determine the manner \n\nin which the \n\nparticipation models shall be applied for SEs having their registered \n\noffice In Its territory. 5. A Member State may restrict the choice of the models referred to in \n\nArticles 4, 5 and 6 or make only one of these models compulsory for SEs \n\nhaving their registered office In Its territory. Section 1: Supervisory Board or Administrative Board \n\nArticle 4 \n\nThe appointment of members of the supervisory board or the administrative \n\nboard, as the case may be, shall be governed by the following rules: \n\n(I) \n\nat least one-third and not more than one-half of them shall \n\nbe appointed by the employees of the SE or their \n\nrepresentatives in that company, or \n\n(II) \n\nthey shall be co-opted by the board. However, the general \n\nmeeting of shareholders or the representatives of the \n\nemployees may, on specific grounds, object to the appointment \n\nof a particular candidate. In such cases the appointment may \n\nnot be made until an independent body established under \n\npublic law has declared the objection Inadmissible. - 144 -\n\nSection 2: Separate body \n\nArticle 5 \n\n1. A separate body shall represent the employees of the SE. The number \n\nof members of that body and the detailed rules governing their election or \n\nappointment shall be laid down in the statutes in consultation with the \n\nrepresentatives of the employees of the founder companies In accordance \n\nwith the laws or practices of the Member States. 2. The body representing the employees shall have the right: \n\n(a) \n\nat least once every three months, to be Informed by the \n\nmanagement board or the administrative board of the progress \n\nof the company's business, including that of undertakings \n\ncontrolled by It, and of Its prospects; \n\n(b) \n\nwhere it is necessary for the performance of its duties, to \n\nrequire from the management board or the administrative board \n\na report concerning certain of the company's business or any \n\ninformation or documents; \n\n(c) \n\nto be Informed and consulted by the management board or the \n\nadministrative board before any decision referred to in \n\nArticle 72 of Regulation \n\nIs implemented. 3. Article 74(3) of that Regulation shall apply to members of the \n\nseparate body. - 145 -\n\nSection 3: Other models \n\nArticle 6 \n\n1. Models other than those referred to In Articles 4 and 5 may be \n\nestablished by means of an agreement concluded between the management \n\nboards and the administrative boards of the founder companies and the \n\nemployees or their representatives in those companies. 2. The agreement reached shall provide at least for the employees of the \n\nSE or their representatives: \n\n(a) once every three months, to be Informed of the progress of the \n\ncompany's business, Including that of undertakings controlled by It, \n\nand of Its prospects; \n\n(b) \n\nto be Informed and consulted before any decision referred to In \n\nArticle 72 of Regulation \n\nis implemented. 3. Where the agreement provides for a collegiate body representing the \n\nemployees, that body may require the management board or the administrative \n\nboard to provide the Information necessary for the performance of Its \n\ndut les. 4. The agreement sha11 provide that the employee's representatives must \n\nobserve the necessary discretion \n\nin relation to any confidential \n\ninformation they hold on the SE. They shall be bound by this obligation \n\neven after their duties have ceased. 5. If the law of the State where the SE has Its registered office so \n\npermits, the agreement \n\nmay permit \n\nthe management \n\nboard or \n\nthe \n\nadministrative board of the SE to withhold from the employees or their \n\nrepresentatives any Information the disclosure of which might seriously \n\nJeopardize the interests of the SE or disrupt its projects. 6. The parties to the negotiations may be assisted by experts of their \n\nchoice at the expense of the founder companies. - 146 -\n\n7. The agreement may be concluded for a fixed period and re-negotlated \n\nupon expiry of that period. However, the agreement concluded shall remain \n\nin force until the entry Into force of the new agreement. 8. Where the two parties to the negotiations so decide, or where no \n\nagreement such as is mentioned in paragraph 1 can be reached, a standard \n\nmodel, provided by the law of the State where the SE has Its registered \n\noffice, shall apply to the SE. This model shall be In conformity with the \n\nmost advanced national practices and shall ensure for the employees at \n\nleast the rights of Information and consultation provided for by this \n\narticle. Election of the representatives of the employees of the SE \n\nSect Ion 4: \n\nArticle 7 \n\nThe representatives of the employees of the SE shall be elected In \n\naccordance with systems which take into account, in an appropriate manner, \n\nthe number of staff they represent. All employees must be able to participate In the vote. The election shall be conducted in accordance with the laws or practices of \n\nthe Member States. Article 8 \n\nThe first members of the supervisory board or the administrative board to \n\nbe appointed by the employees and the first members of the separate body \n\nrepresenting the employees shall be appointed by the representatives of the \n\nemployees of the founder companies in proportion to the number of. employees \n\nthey represent and in accordance with the laws or practices of the \n\nMember States. Those first members shall remain in office until such time \n\nas the requirements for electing the representatives of the employees of \n\nthe SE are satIsfled. - 147 -\n\nSection 5 \n\nArticle 9 \n\n1. The management board or the administrative board of the SE shall \n\nprovide the representatives of the employees with such financial and \n\nmaterial resources as enable them to meet and perform their duties in an \n\napproprI ate manner. 2. The practical arrangements for making available such financial and \n\nmaterial \n\nresources \n\nshall \n\nbe \n\nsettled \n\nin \n\nconsultation \n\nwith \n\nthe \n\nrepresentatives of the employees of the SE. Representation of employees In the establishments of the SE \n\nSect Ion 6: \n\nArticle 10 \n\nSave as otherwise provided in this Directive, the status and duties of the \n\nrepresentatives of the employees or of the body which represents them, for \n\nwhich provision Is made in the establishments of the SE, shall be \n\ndetermined by the laws or practices of the Member States. Title 2: Employee participation In the \n\ncapital or In the profit or loss of the SE \n\nSection 1 \n\nArticle 11 \n\nEmployee participation in the capital or in the profits or losses of the SE \n\nmay be organised by means of a collective agreement negotiated and \n\nconcluded by the management boards and the administrative boards of the \n\nfounder companies, or of the SE when constituted, and the employees or \n\ntheir representatives who are duly authorised to negotiate In those \n\ncompan i es. - 148 -\n\nFinal provisions \n\nArticle 12 \n\n1. Member States shall bring into force the laws, regulations and \n\nadministrative provisions necessary to comply with this Directive by 1 \n\nJanuary 1992. They shall Immediately communicate the measures taken to the \n\nCommission. The provisions adopted pursuant to the first sub-paragraph shall make \n\nexpress reference to this Directive. 2. Member States shall communicate to the Commission the main provisions \n\nof domestic law which they adopt in the field covered by this Directive. Article 13 \n\nThis Directive is addressed to the Member States. Done at Brussels, \n\nFor the Council \n\n\f\fANNEX - CALENDAR FOR THE REGULATION AND THE DIRECTIVE \n\nTRANSMISSION TO THE COUNCIL, THE EUROPEAN PARLIAMENT \nAND THE ECONOMIC AND SOCIAL COMMITTEE \n\nAUGUST 1989 \n\nOPINION OF THE EUROPEAN PARLIAMENT ON FIRST \nREADING AND OF THE ECONOMIC AND SOCIAL COMMITTEE \n\nCOMMON POSITION OF THE COUNCIL \n\nOPINION OF PARLIAMENT ON SECOND READING \n\nADOPTION BY COUNCIL \n\nAPPLICATION OF THE REGULATION \n\nNOTIFICATION OF THE DIRECTIVE TO THE \nTO THE MEMBER STATES \n\nIMPLEMENTATION OF THE DIRECTIVE \nIN NATIONAL LAW \n\nDECEMBER 1989 \n\nMARCH 1990 \n\nJULY 1990 \n\nOCTOBER 1990 \n\n1 JANUARY 1992 \n\nNOVEMBER 1990 \n\n1 JANUARY 1992 \n\n\f\f\fISSN 0254-1475 \n\nCOM<89) 268 final \n\nDOCUMENTS \n\n05 06 \n\n25. 8. 1989 \n\nEN \n\nCatalogue number : CB-CO-89-367-EN-C \n\nISBN 92-77-52575-4 \n\nOffice for Official Publications of the European Communities \nL-2985 Luxembourg"}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/89370214-316c-41e8-8d49-08eefdee9fdc", "title": "Bulletin of the European Communities. No 2/1989, Volume 22.", "langIdentifier": "ENG", "mtypes": "pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#publication_general,http://publications.europa.eu/ontology/cdm#work", "authors": "Secretariat-General", "date": "1989-08-25", "subjects": "ECSC,EU activity,EU policy,EU publication,European Community,common strategy,customs union,deepening of the European Union,enlargement of the Union,international relations,serial publication", "workIds": "genpub:PUB_CBAA89002", "eurovoc_concepts": ["ECSC", "EU activity", "EU policy", "EU publication", "European Community", "common strategy", "customs union", "deepening of the European Union", "enlargement of the Union", "international relations", "serial publication"], "url": "http://publications.europa.eu/resource/cellar/89370214-316c-41e8-8d49-08eefdee9fdc", "lang": "eng", "formats": ["pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/0b681116-7a4f-49af-b434-8f4b646d82f1", "title": "AMENDED PROPOSAL FOR A COUNCIL DIRECTIVE ON NUTRITION LABELLING RULES FOR FOODSTUFFS INTENDED FOR SALE TO THE ULTIMATE CONSUMER", "langIdentifier": "ENG", "mtypes": "pdf,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_directive_ec,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-25", "subjects": "consumer information,directive (EU),foodstuff,foodstuffs legislation,labelling,nutrition", "workIds": "celex:51989PC0420,comnat:COM_1989_0420_FIN,oj:JOC_1989_296_R_0003_01", "eurovoc_concepts": ["consumer information", "directive (EU)", "foodstuff", "foodstuffs legislation", "labelling", "nutrition"], "url": "http://publications.europa.eu/resource/cellar/0b681116-7a4f-49af-b434-8f4b646d82f1", "lang": "eng", "formats": ["pdf", "pdfa1b", "print"], "text": "COMMISSION OF THE EUROPEAN COMMUNITIES \n\nCOM (89) 420 final - SYN 155 \n\nBrussels, 25 \n\nAugust 1989 \n\nAmended Proposal for a \n\nCOUNCIL DIRECTIVE \n\non nutrition labelling rules for \n\nfoodstuffs intended for sale to the ultimate consumer \n\n([C0M(88) 489 final of 5 October 1988] \n\n(presented by the Commission pursuant to the third \n\nparagraph of article 149 of the EEC Treaty) \n\n\f- 2 -\n\nEXPLANATORY NOTE \n\nIn October 1988 the Commission submitted to the Council two proposals for \n\nCouncil Directives on nutrition labelling; the first on the Introduction of \n\ncompulsory nutrition labelling of foodstuffs Intended for sale to the \n\nultimate consumer and the second on nutrition labelling rules for \nfoodstuffs intended for sale to the ultimate consumer(1> \n\nIn response to the opinion delivered by the European Parliament^) on the \n\nabovementioned proposals and In accordance with the third paragraph of \n\narticle 149 of the Treaty establishing the European Economic Community, the \n\nCommission has decided to amend Its proposal on nutrition labelling rules \n\nfor foodstuffs Intended for sale to the ultimate consumer. Given the scope of the amendments involved a consolidated text Is \n\npresented. (1) OJ C 282, 5. 11. 1988, P. 8 \n\n(2) \n\n\f- 3 -\n\nAmended Proposal for a \n\nCOUNCIL DIRECTIVE \n\non nutrition labelling rules for foodstuffs Intended for \n\nsale to the ultimate consumer \n\nTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\nHaving regard to the Treaty establishing the European Economic Community, \n\nand in particular Article 100A thereof, \n\nHaving regard to the proposal from the Commission1, \n\nIn cooperation with the European Parliament2, \n\nHaving regard to the Opinion of the Economic and Social Committee3, \n\nWhereas It Is important that measures should be adopted with a view to the \n\nprogressive establishment of the Internal market by 31 December 1992; \n\nwhereas the Internal market will embrace an area without Internal frontiers \n\nin which the freedom of movement is ensured for goods, persons, services \n\nand capital ; \n\nWhereas there is growing public Interest In the relationship between diet \n\nand health and the choice of an appropriate diet to suit Individual needs; \n\n\f- 4 -\n\nWhereas the Council and the representatives of the governments of the \n\nMember States meeting within the Council, in their Resolution of 7 July \n19864 on the European Programme against cancer, retained the Improvement \n\nof nutrition as a priority; \n\nWhereas the knowledge of basic principles of nutrition and appropriate \n\nnutrition labelling of foodstuffs would go a long way In enabling the \n\nconsumer to make this choice; \n\nWhereas the provision of nutrition labelling should stimulate more action \n\nin the area of nutrition education for the public; \n\nWhereas, for the benefit of the consumer on the one hand, and to avoid any \n\npossible technical barriers to trade on the other, nutrition labelling \n\nshould be presented In a standardized format applying Community wide; \n\nWhereas foodstuffs bearing nutrition labelling should conform to the rules \n\nlaid down In this Directive; \n\nWhereas all other forms of nutrition labelling should be prohibited but \n\nfoodstuffs bearing no nutrition labelling should be able to circulate \n\nfreely; \n\nWhereas, to appeal to the average consumer and to serve the purpose for \n\nwhich It is introduced, and given the currently-estimated low level of \n\nknowledge on the subject of nutrition, the Information provided should be \n\nsimple and easily understood; \n\nWhereas the rules laid down In this Directive should also take into account \n\nthe Codex Ailmentarius Guidelines on Nutrition Labelling; \n\n4 OJ C 184 of 23. 7. 1986, p. 19 \n\n\f- 5 -\n\nWhereas general labelling provisions and definitions are contained in \n\nCouncil Directive 79/112/EEC of 18 December 1978 on the approximation of \n\nthe laws of the Member States relating to the labelling, presentation and \nadvertising of foodstuffs for sale to the ultimate consumer1, and \n\ntherefore need not be repeated; whereas the present Directive can \n\ntherefore be confined to those provisions pertaining to nutrition \n\nIabe111ng, \n\nHAS ADOPTED THIS DIRECTIVE: \n\nArticle 1 \n\n1. This Directive concerns nutrition labelling of foodstuffs to be \n\ndelivered as such to the ultimate consumer. It shall also apply to \n\nfoodstuffs intended for supply to restaurants, hospitals, canteens and \n\nsimilar mass caterers. 2. For the purposes of this Directive: \n\n(a) \"Nutrition labelling\" shall mean any Information appearing In \n\nlabelling and relating to: \n\n(I) energy, \n\n(II) nutrients: protein, carbohydrate, fat, dietary fibre, vitamins \n\nand minerals. (b) \"Nutrition claim\" shall mean any representation which states, suggests \n\nor implies that a food has particular properties as to the energy It \n\nprovides and/or the nutrient It contains. However, quantitative or \n\nqualitative declaration of certain nutrients, If required by \n\nlegislation, do not constitute a nutrition claim. 1 OJ NO 33, 8. 2. 1979, p. 1. - 6 -\n\n(c) \"Protein\" shall mean the protein content calculated using the formula: \n\nProtein - Total KJeldahl Nitrogen x 6. 25. However, a factor of 6. 38 may be used if all the protein present Is \n\nmi Ik protein. (d) \"Carbohydrate\" shall mean any carbohydrate which is metabolized in man \n\nand includes sugar alcohols. (e) \"Sugars\" means all monosaccharides and disaccharIdes present in food \n\nbut excludes sugar alcohols \n\n(f) \"Fat\" shall mean total lipids and shall include phospholipids. (g) \"Saturates\" shall mean fatty acids, I. e. fatty acids without double \n\nbond. (h) \"Monounsaturates\" shall mean fatty acids with one els double bond. (I) \"Polyunsaturates\" shall mean fatty acids with cis, cls-methylene \n\ninterrupted double bonds. (j) \"Dietary fibre\" shall mean the material measured by the method of \n\nanalysis to be determined in accordance with the procedure laid down \n\nIn Article 8^_ \n\n(k) \"Average value\" shall mean the value of a nutrient which best \n\nrepresents the amount of the nutrient which a given food contains, and \n\nreflects allowances for seasonal variability, patterns of consumption \n\nand other factors which may cause the actual value to vary. - 7 -\n\nArticle 2 \n\n1. Nutrition labelling shall be compulsory when a nutrition claim is made \n\nin labelling or advertising. 2. Nutrition labelling Is optional In all other cases. Article 3 \n\n1\u2022 \n\nFor the purpose of this Directive two groups of Information are \n\ndefined as fol lows: \n\nGroup 1 \n\n(a) energy \n\n(b) the amounts of protein, carbohydrate, and fat \n\nGroup 2 \n\n(a) energy \n\n(b) the amounts of protein, carbohydrate, sugars, fat, saturates, dietary \n\nfibre and sodium \n\nWhen nutrition labelling Is provided the Information given shall consist of \n\neither group 1 or group 2 In the given order. 1 \n\n\f- 8 -\n\n2. Nutrition labelling may also Include the amounts of one or more of the \n\nfo11owIng: \n\nstarch; \n\nsugar alcohols; \n\nmonounsaturates; \n\npolyunsaturates; \n\nany of the vitamins or minerals listed in the Annex and \n\npresent in significant amounts as defined In that Annex. 3. When a nutrition claim Is made for sugars, saturates, dietary fibre or \n\nsodium the information given shall consist of group 2. 4. The declaration of a nutrient listed In paragraph 2 for which a \n\nnutrition claim Is made shall be compulsory. In addition, when the amount \n\nof polyunsaturates and/or monounsaturates is given, the amount of saturates \n\nshall also be given, the declaration of the latter not constituting a claim \n\nwithin the meaning of paragraph 3. Article 4 \n\nThe energy value to be declared shall be calculated using the following \n\nconversion factors: \n\nCarbohydrates (except sugar alcohols) \n\n4 \n\nkcal/g - 17 kJ/g \n\nSugar alcohols \n\nProtein \n\nFat \n\nAlcohol (Ethanol) \n\nOrganic Acid \n\n2. 4 kcal/g - 10 kJ/g \n\n4 \n\n\u2022 \n\n7 \n\n3 \n\nkcal/g - 17 kJ/g \n\nkcal/g - 37 kJ/g \n\nkcal/g - 29 kJ/g \n\nkcal/g - 13 kJ/g. - 9 -\n\nArticle 5 \n\n1. The declaration of the energy value and of the nutrient content shall \n\nbe numerical. The units to be used are the following: \n\nEnergy - kJ and kcal \n\nProtein \n\nCarbohydrate \n\nFat \n\nDietary Fibre \n\nSodium \n\ngrams (g) \n\nVitamins and Minerals \n\n) the units specified In the Annex. 2. Information shall be expressed per 100 g or per 100 ml or per package \n\nwhere the package contains only a single portion of less than 100 g. In \n\naddition, this Information may be given per serving as quantified on the \n\nlabel or per portion, provided that the number of portions contained In the \n\npackage is stated. 3. The amounts mentioned shall be those of the food as sold. Where \n\nappropriate, information on a prepared basis may be given In addition, \n\nproviding sufficiently detailed specified preparation Instructions are \n\ngiven and the information relates to the food as prepared for consumption. 4. a) \n\nInformation on vitamins and minerals may In addition be epxressed as \n\na percentage of the Recommended Daily Allowance (RDA) given in the Annex \n\nper amounts as specified above. \u00ea-\n\n\f- 10 -\n\nb) The percentage of the Recommended Daily Allowance (RDA) for vitamins \n\nand minerals may also be given as part of graphic representation. Implementing provisions for this subparagraph may be adopted In accordance \n\nwith the procedure laid out In article 8. 5. Where starch and/or sugar alcohols Is declared, this declaration shall \n\nfollow Immediately the declaration of the carbohydrate and sugars content \n\nin the following format, as the case may be: \n\nCarbohydrate \n\nSugars \n\nSugar alcohols \n\nStarch \n\ng, of whIch: \n\ng \n\ng \n\ng. 6. Where the amount and/or type of fatty acids Is declared, this \n\ndeclaration shall follow immediately the declaration of the total fat in \n\nthe following format, as the case may be: \n\nFat \n\nSaturates \n\nMonounsaturates \n\nPoIyunsaturates \n\ng, of wh I ch : \n\ng \n\ng \n\ng. 7. The figures declared shall be derived average values based on, as the \n\ncase may be: \n\n(a) the manufacturer's analysis of the food; \n\n(b) calculation from knowledge of the actual or average values of the \n\nIngredients used; \n\n(c) calculations from generally acceptable data. A \n\n\f- 11 -\n\nArticle 6 \n\n1. The Information covered by this Directive shall appear all together in \n\none place In tabular form, if space permits, with the numbers aligned. Where space does not permit, the linear form shall be used. It shall be marked In a consplclous place In such a way as to be easily \n\nvisible, clearly legible and indelible. It shall not In any way be hidden, obscured or interrupted by other written \n\nor pictorial matter. 2. Member States shall ensure that the Information covered by this \n\nDirective appears In a language easily understood by purchasers, unless \n\nother measures have been taken to ensure that the purchaser Is Informed. This provision shall not prevent such Information from being Indicated In \n\nvarious languages. 3. Member States shall' refrain from laying down requirements more \n\ndetailed than those already contained In this Directive concerning \n\nnutrition labelling. Article 7 \n\nThe amendements necessary to adapt the conversion factors Included In \n\narticle 4 and the list of vitamins and minerals and their recommended dally \n\nallowance Included In the Annex to scientific and technical progress shall \n\nbe adopted In accordance with the procedure laid down In article 8. Article 8 \n\nWhere the procedure laid down in this Article Is to be followed, the \n\nRepresentative of the Commission shall submit to the Standing Committee a \n\nJ* \n\n\f- 12 -\n\ndra$ of the measures to be taken. The Committee shall deliver Its \n\nOpinion on the draft within a time limit which the Chairman may lay down \n\naccording to the urgency of the matter If necessary by taking a vote. The Opinion shall be recorded in the minutes; in addition, each Member \n\nStates shall have the right to ask to have Its position recorded in the \n\nminutes. The Commission shall take the utmost account of the opinion delivered by \n\nthe Committee. It shall Inform the Committee of the manner in which Its \n\nopinion has been taken Into account. Article 9 \n\nMember States shall take the necessary measures to comply with this \n\nDirective. They shall forthwith inform the Commission thereof. Those \n\nmeasures shall be applied in such a way as to: \n\n- permit trade In products complying with this Directive, by. 1; \n\n- prohibit trade in products which do not comply with this Directive, with \n\neffect from. 2 \n\nArticle 10 \n\nThis Directive Is addressed to the Member States. Done at \n\nFor the Council \n\nThe President \n\n1 18 months after the notification \n\n2 36 months after the notification \n\nA \n\n\f- 13 -\n\nANNEX \n\nVITAMINS AND MINERALS WHICH MAY BE DECLARED \n\nAND THEIR RECOMMENDED DAILY ALLOWANCES (RDAs) \n\nVitamin A JJLQ \n\nVitamin D fig \n\nVitamin E mg \n\nVitamin C mg \n\nThiamin mg \n\nRiboflavin mg \n\nNiacin mg \n\nVitamin B6 mg \n\nFolacln fiQ \n\nVitamin B12 /ig \n\nBlot In mg \n\nPantothenic acid mg \n\nCalcium mg \n\nPhosphorus mg \n\nIron mg \n\nMagnesium mg \n\nZinc mg \n\nIodine /ig \n\n1 000 \n\n5 \n\n10 \n\n60 \n\n1. 4 \n\n1. 6 \n\n18 \n\n2 \n\n400 \n\n3 \n\n0. 15 \n\n6 \n\n800 \n\n800 \n\n12 \n\n300 \n\n15 \n\n150 \n\nAs a rule, 15% of the recommended Intake specified In this Annex supplied \n\nby 100 g or 100 ml or per package if the package contains only a single \n\nportion of less than 100 g should be taken Into consideration in deciding \n\nwhat constitutes a significant amount. M \n\n\f\fISSN 0254-1475 \n\nCOM(89) 420 final \n\nDOCUMENTS \n\n!5 \n\n25. 8. 1989 \n\nEN \n\nCatalogue number : CB-CO-89-366-EN-C \n\nISBN 92-77-52566-5 \n\nOffice for Official Publications of the European Communities \nL-2985 Luxembourg"}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/3d9f123b-89d2-44cf-84d7-d59a696f5ee3", "title": "Commission Regulation (EEC) No 2594/89 of 25 August 1989 opening a standing invitation to tender for the supply to Poland of 200 000 tonnes of bread-making common wheat held by the German intervention agency and amending Regulation (EEC) No 2557/89", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-25", "subjects": "Germany,Poland,award of contract,cereals of bread-making quality,common wheat,intervention agency", "workIds": "celex:31989R2594,oj:JOL_1989_250_R_0019_021", "eurovoc_concepts": ["Germany", "Poland", "award of contract", "cereals of bread-making quality", "common wheat", "intervention agency"], "url": "http://publications.europa.eu/resource/cellar/3d9f123b-89d2-44cf-84d7-d59a696f5ee3", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/d09cda8d-aae2-4a6d-bd7d-d1c7b48e4968", "title": "PROPOSAL FOR A COUNCIL REGULATION ON THE STATUTE FOR A EUROPEAN COMPANY", "langIdentifier": "ENG", "mtypes": "pdf,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_regulation_ec,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-25", "subjects": "European company,economic and social cohesion,economic cooperation,social status,wage earner", "workIds": "celex:51989PC0268(01),comnat:COM_1989_0268(01)_FIN,oj:JOC_1989_263_R_0041_01", "eurovoc_concepts": ["European company", "economic and social cohesion", "economic cooperation", "social status", "wage earner"], "url": "http://publications.europa.eu/resource/cellar/d09cda8d-aae2-4a6d-bd7d-d1c7b48e4968", "lang": "eng", "formats": ["pdf", "pdfa1b", "print"], "text": "COMMISSION OF THE EUROPEAN COMKONITIES \n\nC0M(89) 268 final - SYN 218 and 219 \n\nv. Brussels, 25 August 1989 \n\nC0M(89) 268 final - SYN 218 \n\nProposal for a \n\nCOUNCIL REGULATION \n\non the Statute for a European company \n\nC0M(89) 268 final\u00bb- SYN 219 \n\nProposal for a \n\nCOUNCIL DIRECTIVE \n\ncomplementing the Statute for a European company \n\nwith regard to the involvement of employees \n\nIn the European company \n\n(presented by the Commission) \n\n\fIntroductIon \n\nThe European company (Latin Socletas Europaea, \"SE\") Is designed to enable \n\ncompanies governed by the laws of different Member States to choose a \n\nstructure for cooperation and restructuring suited to the dimensions of the \n\nlarge market to be achieved in 1992. It alms to free companies from the \n\nlegal and practical constraints arising from the existence of twelve \n\nseparate legal systems by offering them an optional structure based on \n\nCommunity law and independent o. f national laws In so far as these have not \n\nbeen harmonized. As long ago as 1970, the Commission put forward a proposal \n\nbased on Article 235 of the EEC Treaty. This proposal was amended in 1975. The Council suspended work on It In 1982. It was suggested that this \n\nproject should be revived as part of the drive towards completing the \n\ninternal market. In June 1987 the European Council In Brussels requested \n\nthe institutions concerned \"to make swift progress with regard to the \n\ncompany law adjustments required for the creation of a European company. \" \n\nOn 15 July 1988 the Commission submitted a memorandum describing the main \n\ndifficulties and sketching solutions1. The text now proposed is in two parts. It brings together In a Regulation \n\nbased on Article 100a all the rules necessary for the creation and \n\noperation of the SE, except those dealing with the involvement of employees \n\nin the SE. The latter rules form the subject of a complementary Directive, \n\nin view of the diversity of national rules and practices on that subject. The Regulation and the Directive form a composite whole, and must be \n\napplied together. In order to make the form attractive to small businesses, the minimum \n\ncapital requirement has been lowered from ECU 250 000 to ECU 100 000 \n\n(Title I). 1 C0M(88)320, 15 July 1988 \n\n\f\f- 1 a-\n\nTltle II, on methods of formation, Is based on the 1975 proposal. An SE \n\nmay be set up by merger, by the formation of a holding company, or by the \n\nformation of a Joint subsidiary. The procedure for formation by merger Is \n\nbased largely on the Third Company Law Directive (78/855/EEC), supplemented \n\nto take account of the cross border aspect of the proposal for a \n\nTenth directive. Title 111, on capital, shares and debentures, has been revised in the light \n\nof the Second Directive (77/91/EEC). - 2 -\n\nThe structure of the SE Is dealt with in Title IV; here the proposal takes \n\naccount of progress In the Council's discussion of the proposal for a \n\nFifth Directive, and retains the option of either a one-tier board system \n\nor a two-tier system with a management board and a supervisory board. For the preparation, publication and auditing of annual accounts and \n\nconsolidated accounts (Title V), the Statute refers to the accounting \n\ndirectives, namely the Fourth, Seventh and Eighth Company Law Directives \n\n(78/660/EEC, 83/349/EEC and 84/253/EEC). The options left to the Member States In the Fourth and Seventh Directives \n\nhave been given to the SE. This has been done In order to avoid having to \n\nrenegotiate those directives. The Statute no longer contains any provisions concerning groups (Title VI), \n\nbecause there is currently no need for specific rules for SEs In this area. The SE will be treated in the same way as other companies governed by the \n\nlegislation of the Member State In which they have their registered office. The Commission is studying the need for coordination of the laws of the \n\nMember States in this respect. Winding up and liquidation (Title VII) are matters which have not yet been \n\nharmonized. The proposed regulation restricts the grounds on which an SE \n\nmay be wound up, and settles only the questions which are essential for the \n\nprotection of the shareholders at this delicate stage of the life of the \n\ncompany. Given the complexity of the question of the insolvency of an SE, the \n\nproposal contents Itself with a reference to the law of the Member State In \n\nwhich the SE has Its registered office. Title VI11 refers to Title II for cross border mergers and to the laws of \n\nthe Member States, as harmonized by the Third Directive, for domestic \n\nmergers. - 3 \n\nAs far as tax arrangements are concerned (Title IX), the SE will be subject \n\nto the tax law of the country in which It has Its registered office. Losses suffered by an SE's permanent establishments abroad can be offset \n\nagainst Its profits. This provision Is Indispensable In order to overcome \n\nthe obstacles which an SE would otherwise encounter In Its business, which \n\nby its nature is cross border business. To avoid any discrimination against other firms carrying on business across \n\nborders, the same rules will be proposed as a directive for other legal \n\nforms of undertaking. The involvement of employees in the SE is dealt with by means of a \n\nDirective, which is an Indispensable complement to the regulation. The term \n\n\"employees\" corresponds to the \"workers\" referred to in Tltal III of Part \n\nTwo of the EEC Treaty. It comprises persons with a contract of service, of \n\nwhatever kind, to an employer. It covers the various categories of staff \n\nemployed by businesses In the Community. Employees are to play a part In \n\nsupervision and \n\nIn the definition of strategy. Three models of \n\nparticipation are provided for: participation In determining the membership \n\nof the supervisory board (model 1 ), participation through a staff \n\nrepresentative body distinct from the governing bodies of the company \n\n(model 2 ), and a form of participation to be established by collective \n\nagreement (model 3 ). A Member State may restrict the choice of models open \n\nto SEs having their registered office In its territory. The management or \n\nadministrative boards as the case of the founder companies may be and the \n\nrepresentatives of the employees of those companies are to agree on the \n\nchoice of a model. If they fall to reach the management Board Is to choose \n\na model, since these can be no SE without participation, and the models all \n\nconfer equivalent rights on the employees. If model 3 Is chosen but no \n\nagreement is reached on the form, a standard model Is to be applied, to be \n\ndrawn up by the State and satisfying the information and consultation \n\nrequirements laid down In the Statute. - 4 -\n\nCOMMENTARY ON THE ARTICLES OF THE REGULATION \n\nTitle I \n\nGeneral provisions \n\nArticle 2 \n\nThe Statute provides three ways of forming an SE. 1. Only public limited companies can set up an SE by merger (assets \n\nmerger) or by formation of a holding company. This Is because the \n\nnecessary exchange of shares will only be possible If both the founders are \n\npub lie IimI ted companIes. If private limited companies wish to form an SE they will first have to \n\nbecome public limited companies In accordance with their domestic law. 2. The scope for setting up an SE by forming a Joint subsidiary is wider. Participation Is open to all legal bodies governed by public or private \n\nlaw, whether or not they are In company form and Indeed whether or not they \n\nhave legal personality, and regardless of whether they carry on a \n\ncommercial activity or Just an activity with an ultimate economic purpose. This very broad concept Is based on that adopted for the European Economic \nInterest Grouping (EEIG). 1 \n\nOn grounds of legal certainty and for technical reasons It has not been \n\npossible to make provision for the conversion Into an SE of a company \n\nincorporated under national \n\nlaw and having branches \n\nIn several \n\nThe form created by Regulation (EEC) No 2137/85 of 25 July 1985: \n\nOJ No L 199, 31. 7. 1989, p. 1. - 5 -\n\nMember States. Such a company could set up an SE by merging at least two \n\nsubsidiaries in different Member States. Article 3 \n\n1 and 2. An existing SE may be party to the formation of another SE by \n\nmerger or formation of a holding company or Joint subsidiary. 3. An SE may also set up one or more subsidiaries, but In order to avoid \n\nthe creation of \"cascades\" of SEs, an SE which Is Itself a subsidiary of an \n\nSE cannot create further subsidiary SEs. Article 4 \n\n1. The amended proposal of 19752 would have required a minimum capital \n\nof ECU 250 000 where an SE was set up by merger or formation of a holding \n\ncompany and ECU 100 000 where the new SE was a Joint subsidiary or a \n\nsubsidiary of another SE. This distinction has been dropped. The minimum capital for an SE Is now \n\nECU 100 000 in all cases. The Intention Is to make It easier for small \n\nbusinesses to take advantage of the Statute. There Is also the fact that \n\nonce a subsidiary SE has been set up It will have Its own Independent \n\nexistence; It may be bought or may Itself set up subsidiaries. There will \n\nthen be nothing to distinguish It from other SEs set up by merger or by the \n\nformation of a holding company. The figure of ECU 100 000 Is close to that laid down for domestic public \n\nlimited companies In the laws of most of the Member States under the Second \nCompany Law directive. 3 The capital need only be 25% paid up \n\n(cf. Article 38(2)). 2 \n\n3 \n\nSupplement 4/75 - Bulletin of the European Communities. Council Directive 77/91/EEC of 13 December 1976 on the formation of \n\npub Iic Iimlted I lab 11l*y companies and the maintenance and alteration of \n\ntheir capital: 0J No L 26, 31. 1. 1977, p. 1. - 6 -\n\n2 and 3. Where an SE Is set up to carry on a regulated activity, It will of \n\ncourse be subject to the specific requirements governing that activity. An \n\nSE may be a credit institution. In that case the minimum capital is that \n\nrequired by Article 3 of the proposal for a Second Council Directive on the \n\ntaking up and pursuit of the business of credit institutions, submitted on \n\n23 February 1988. 4 The figure given there is ECU 5 million, which may be \n\nreduced to ECU 1 million In certain circumstances. In the case of insurance undertakings, the text makes reference only to the \n\nlaws of the Member State In which the SE has Its registered office, even \n\nthough there has already been Community-level harmonization In this field. The capital required does not correspond In all Member States to the \n\n\"solvency \nthe \n(Directive 73/239/EEC5. and Directive 79/267/EEC6). referred \n\nmargin\" \n\nto \n\nin \n\nrelevant \n\nDirectives \n\nArticle 5 \n\nThe registered office of the SE designated in the statutes must be the \n\nplace where it has its central administration, that Is to say its \n\nsi\u00e8ge r\u00e9el or real seat. This use of the si\u00e8ge r\u00e9el concept is Important \n\nin several respects. Firstly, It reflects the dominant thinking In the \n\nMember States. Secondly, It allows the law of one specific Member State to \n\nbe applied to the SE, either as the normal rule (where an express reference \n\nis made by the Statute Itself, for example) or In the absence of any other \n\nrule (e. g. Article 7 d ) ( b ) ). The transfer of an SE's registered office may be decided in the same way as \n\nan amendment of Its statutes (Article 81(h)). 4 \n\n5 \n\n0J No C 84, 31. 3. 1988, p. 1. First Council Directive of 24 July 1973 on the taking up and pursuit of \n\nthe business of direct insurance other than life assurance: OJ No L \n\n228, 16. 8. 1973, p. 3. 6 \n\nFirst Council Directive of 5 March 1979 on the taking up and pursuit of \n\nthe business of direct life assurance: OJ No L 63, 13. 3. 1979, p. 1. - 7 -\n\nArticle 6 \n\nThis Article defines what \"controlled undertaking\" and \"controlling \n\nundertaking\" mean In the Statute. These definitions are needed despite the \n\nfact that the Statute does not lay down any rules dealing specifically with \n\nthe management of a group headed by the SE, mainly In order to prevent an \n\nSE from subscribing for or acquiring its own shares through the agency of a \n\ncontrolled undertaking (Article 48(1) and Article 49(1) and (9)). They are \n\nnecessary \n\nalso \n\nin order \n\nto determine \n\nthe \n\nlaw applicable \n\nunder \n\nArticle 114(1) and (2). The definition is based on Article 8 of Directive 88/627/EEC. 7 The tests \n\nchosen are simple and easy to apply. Article 7 \n\nThis Article defines the scope of the Statute in relation to the laws of \n\nthe Member States. A distinction has to be drawn between the matters which \n\nare regulated by the Statute and those which are not. 1. Where a matter is regulated by the Statute, the Statute should be as \n\nindependent as possible of national law so as to ensure that from the \n\nfirm's point of view It does represent a simplification and an improvement \n\nover the existing position. The amended proposal of 1975 excluded the law \n\nof the Member States entirely. The Statute which resulted was too \n\nextensive, detailed and Inflexible. The new draft simplifies matters by \n\nCouncil Directive of 12 December 1988 on the information to be published \n\nwhen a major holding in a listed company is acquired or disposed of: \n\nOJ No L 348, 17. 12. 1988, p. 62. - 8 -\n\nreferring to the domestic law of the Member State In which the SE has Its \n\nregistered office whenever the company law directives have harmonized or \n\nare In the process of harmonizing the national rules (disclosure, accounts, \n\nmergers, etc. ). Reference has also had to be made to national law In \n\nfields where Community rules cannot be expected In the near future (groups \n\nof companies, winding up and liquidation, etc). If a question of law arises on a matter covered by the Statute' but not \n\nexpressly determined by It, the national courts will have to fill the gap \n\nby looking \nStatute is based. If the question cannot be settled in that way the \n\nplace at the general principles upon which the \n\nIn the \n\nfirst \n\nStatute refers to the law applying to public limited companies In the \n\nMember Stats In which the SE has Its registered office. Thus the demarcation line between the provisions of the Statute and the \n\nordinary provisions of national law Is clearly marked out. The adoption of \n\nthe EEIG Regulation, which takes the same approach, shows that coexistence \n\nof this kind Is possible. 2. Paragraph 2 makes provision for the special situation in the \n\nUnited Kingdom, where Scottish law is different from that In force \n\nelsewhere. 3. Provision Is then made for matters which are not governed by the \n\nStatute. They are excluded from Its scope, and subject to the law of the \n\nMember States. The law applicable in a particular case Is to be determined \n\nIn accordance with the private International law of the forum. 4. The Statute requires Member States to treat SEs In the same way as \n\npublic limited companies incorporated under their domestic law. This will \n\napply for example with regard to the taking up of various kinds of \n\nbusiness, capacity to borrow, the Issuing of securities, and the listing of \n\nsuch securities on a stock exchange. The only privilege that the Statute \n\nconfer? on the SE Is the Community character of Its structure. Companies \n\nIn the form of SEs and companies incorporated under domestic law are thus \n\non an equal footing <~t terms of competition. - 9 -\n\nArticle 8 \n\n1. An SE Is set up by being entered In a register designated by the law \n\nof the Member State in which It has Its registered office in accordance \nwith Article 3 of the First Company Law Directive. 8 The use made here of \n\na system which exists In all Member States makes It unnecessary to \n\nestablish a European commercial register and to confer Jurisdiction on the \n\nCourt of Justice of the European Communities to hear actions In respect of \n\nthe formation of any SE. 2. Any branch opened by an SE In a Member State other than that In which \n\nIt has Its registered office Is to be registered In that other \n\nMember State, in order to ensure that shareholders and outsiders are fully \n\nInformed. The procedure to be followed Is the one laid down for branches \n\nby \n\nArticles 1 \n\nto \n\n3 \n\nof \n\nthe \n\namended \n\nproposal \n\nfor \n\nan \n\nEleventh Company Law Directive,\u00ae which Is Itself based on the system \n\nestablished for companies by the First Directive. Article 9 \n\nDocuments concerning the SE are to be disclosed by the means laid down In \n\nthe laws of each Member State In accordance with Article 3 of the First \n\nCompany Law Directive. That system consists of entry In a register and \n\npublication in a national gazette. Only then may those documents be relied \n\nupon against third parties. 8 \n\nCouncil Directive 68/151/EEC of 9 March 1969 on disclosure, validity of \n\nobligations entered Into, and nullity of companies: OJ No L 65, \n\n14. 03. 1968, p. 11. 9 \n\nAmended proposal of 5 April 1988 for an Eleventh Council Directive on \n\ncompany law concerning disclosure requirements In respect of branches \n\nopened In a Member State by certain types of companies governed by the \n\nlaw of another Member State: OJ No C 105, 21. 04. 1988, p. t>. - 10 -\n\nArticle 10 \n\nNotice Is to be given In the Official Journal of the European Communities \n\nwhenever an SE Is formed or the liquidation of an SE Is terminated. This \n\ntype of publicity seems Important given the nature of an SE's business, \n\nwhich Is by definition transnational. But publication of this notice will \n\nhave no legal Implications. The relevant events can be relied upon against \n\nthird parties from the date of the notice referred to In Article 9. Article 11 \n\nThis Article lists the details which must be supplied on an SE's business \n\ndocuments and those of any branch In another Member State. The list Is \n\nfuller than that In Article 4 of the First Company Law Directive. - 11 -\n\nTitle II \n\nFormation \n\nSection I \n\nGeneral \n\nArticle 12 \n\nThis Article defines the concept of founder companies for the purposes of \n\nTitle II. This Is necessary since public limited companies are no longer \n\nthe only legal bodies which may participate In forming an SE. Articles 13 and 14 \n\nThese two Articles relating to the Instrument of Incorporation of the SE \n\nand to the experts' report on non-cash consideration refer back, as far as \n\nthe conditions to be fulfilled by the latter are concerned, to provisions \n\nof national law. Article 15 \n\nThe task of ensuring that the rules governing the formation of the SE are \n\ncomplied with is entrusted to the national authorities which carry out that \n\ntask for all other public limited companies. However, the Statute \n\nstipulates that Member States must ensure that such supervision Is \n\neffective and that ft covers the conditions laid down both by the Statute \n\nand by national law. Article 16 \n\nThis Article defines the date on which the SE begins to exist. - 12 -\n\nSECTION 2 \n\nFormation by merger \n\nArticle 17 \n\nThe wording of this Article, which describes the merger process, is based \n\non the Third Company Law Directive (78/855/EEC) and on the proposal for a \n\nTenth Directive on cross-frontier mergers. The formation of an SE by \n\nmerger Is based on an identical legal mechanism to that laid down by the \n\nproposal for a Tenth Directive, since It Involves the merging of two \n\ncompanies from different Member States. The rights of the employees of the \n\nmerging companies are protected In each Member State In accordance with \n\nDirective 77/189/EEC. Articles 18 and 19 \n\nThe draft terms of merger, which are common to all the founder companies, \n\nset out certain details, an exhaustive list of which Is given In the \n\ninterests of greater clarity. The arrangements for publishing the draft terms of merger are the same as \n\nthose laid down for domestic mergers. In view of the cross-frontier nature of the merger, however, more extensive \n\npublication of certain information Is required. Articles 20 and 21 \n\nThe Board of each of the merging companies Is required to draw up a \n\ndetailed report to shareholders Justifying the merger. This report Is \n\nexamined by experts who are responsible In particular for checking, on \n\nbehalf of shareholders, whether the share exchange ratio Is fair and \n\nreasonable. Article 22 \n\nA merger has always to be approved by a general meeting of each of the \n\nfounder companies. The resolution approving the merger Is subject to the \n\nsame conditions as apply In the case of domestic mergers. - 12 a -\n\nArticle 23 \n\nClaims which originated prior to publication of the draft terms of merger \n\nand which have not yet reached maturity at the time of publication are \n\ngoverned by those provisions of the national law governing the founder \n\ncompanies which relate to the arrangements for protecting the interests of \n\ncreditors. Articles 24 and 25 \n\nThe provisions relating to the supervision and control of compliance with \n\nmerger requirements lay down certain rules for synchronizing supervisory \n\nprocedures so as to prevent Irreversible situations. The date on which the \n\nmerger takes effect thus follows the completion of all the checks carried \n\nout on the founder companies and Is determined by the law of the Member \n\nState In which the SE Is to have Its registered office. - 13 -\n\nArt le les 26 and 27 \n\nThe merger must be made public before it can become effective against third \n\nparties. The merger entails the transfer of all the assets and liabilities of the \n\nfounder companies to the SE. Article 28 \n\nThe liability of members of the administrative board or management board \n\nand of the experts of the founder companies Is governed by the law of the \n\nMember State in which the founder company concerned has Its registered \n\noffice, subject to the minimum requirements laid down In the Third \n\nDirective being observed. Article 29 \n\nThis Article limits the grounds on which a merger may be declared nui I and \n\nvoid to cases where one or other of the supervisory procedures has not been \n\ncarrled out. It also seemed desirable, in order to limit the danger of mergers being \n\ndeclared null and void, to protect the cross-frontier merger from such a \n\ndeclaration where it Is not provided for in the law of the State In which \n\nthe SE has its registered office, since that company only comes Into \n\nexistence when the merger has been completed. Article 30 \n\nThis Article lays down the rules applicable to the formation of an SE by \n\nmerger where one of the founder merging companies holds all or part of the \n\ncapi tal of the other. - 14 -\n\nSECTION 3 \n\nFormation of an SE holding company \n\nArticle 31 \n\nThe economic aim underlying the formation of a holding company Is to enable \n\nthe shareholders of the founder companies to participate In the profits of \n\nthe holding company; for that reason, an exchange of shares has to take \n\nplace. As a result of that exchange, the holding company becomes the sole \n\nholder of all the shares In the founder companies; It Is therefore \n\nappropriate that the application of national provisions providing for the \n\nfounder companies to be wound up In such cases should be expressly \n\nexcluded. Article 32 \n\nThe provisions of this Article relating to the formation of an SE holding \n\ncompany refer to the provisions relating to formation by merger. Article 33 \n\nThis Article introduces a system for Informing the employees of founder \n\ncompanies about the Implications of the formation of the holding company. - 15 -\n\nSECTION 4 \n\nFormation of a Joint subsidiary \n\nArticles 34 and 35 \n\nThe provisions relating to the formation of a Joint subsidiary are worded \n\nso that the decision to set up an SE Is not a matter for the boards of the \n\nfounder companies but for their general meetings; the Statute governs the \n\napproval of the formation of a Joint subsidiary only where one of the \n\nparent companies Is an SE. - 16 -\n\nSECTION 5 \n\nFormation of a subsidiary by an SE \n\nArt le les 36 and 37 \n\nThis is the only case where the formation of an SE does not presuppose the \n\nexistence of two companies from different Member States; this requirement \n\nof a foreign element Is nevertheless observed In the formation of the \n\nparent SE. Unlike national public limited companies, therefore, an SE, acting alone \n\nmay set up a subsidiary having the same legal form as the parent company. - 17 -\n\nTITLE Ml \n\nArticle 38 \n\nParagraph 2 \n\nThe rule that shares must be 25% paid up represents an average of the rates \n\nIn the Member States, and has been taken over from the Second Company Law \n\nDirective (77/91/EEC). The obligation to transfer in full any consideration other than cash Is a \n\nprotection against fictitious consideration, and one of the simplest ways \n\n-f ensuring that a subscriber offering consideration other than cash does \n\nIn fact transfer It. Paragraph 3 \n\nContributions must be realizable. In order to provide security for \n\ncreditors, promises to perform work or to supply services which cannot be \n\nconverted Into money are not permitted. Article 39 \n\nThis Article provides some security for creditors. It accepts, however, \n\nthat professional Intermediaries placing shares may buy them below par: the \n\ndifference representing payment for their services. - 18 -\n\nArticle 41 \n\nThis Article states a general principle deriving from the dual nature of \n\nshare capital, which is at the same time the sum of the contributions which \n\nallow the company to be set up and the company's fund for safeguarding \n\ncreditors. Shareholders cannot be dispensed from the obligation to furnish \n\ntheir consideration, except in the event of a reduction In the subscribed \n\ncapital. Article 42 \n\nParagraph 1 \n\nArticle 38 has already laid down a minimum proportion In which the shares \n\nmust be paid up on the formation of the company; the same proportion \n\napplies to an increase in capital. Paragraph 2 \n\nThe \"requirement of a report on the valuation of any consideration other \n\nthan cash represents a safeguard for those subscribing cash and for \n\ncreditors. The valuation must be objective, and therefore carried out \n\noutside the company by Independent valuers. Paragraph 4 \n\nAn Increase In the subscribed capital can be regarded as an amendment of \n\nthe statutes. The requirement of a resolution of the general meeting Is \n\ntherefore an indispensable safeguard. Paragraph 5 \n\nThe restriction to available reserves Is Intended to ensure that reserves \n\nlegally required cannot be capitalized, while anything In excess may be. Proportionate distribution of new shares protects the existing \n\nshareholders. An exemption has been provided for to allow for distribution \n\nof the new shares to the employees. 19 -\n\nArticle 43 \n\nParagraph 1 \n\nProvision Is made for authorizing an Increase In capital, with a maximum \n\nset by the statutes or the general meeting In the Interests of the \n\nshareholders. But any Increase in the subscribed capital 's not to exceed \n\none half of the capital already subscribed. Paragraphs 2 to 4 \n\nThese paragraphs make It clear that the powers of the management board or. -,e administrative board are merely delegated powers In relation to the \n\npowers of the general meeting. Article 44 \n\nThe principle of a preferential right of subscription Is laid down In order \n\nto provide protection for the existing shareholders when the capItai is to \n\nbe Increased by the Issue of new shares for cash. The shareholder Is \n\nentitled not to see his own participation In the SE reduced by the issue of \n\nnew shares. But exceptions have to be made In order to prevent this \n\nindividual safeguard for the shareholder from damaging the Interests of the \n\ncompany and making It more difficult to obtain outside finance. Where any \n\nsuch exception Is to be made the shareholders must have been properly \n\ninformed. Article 45 \n\nParagraph 1 \n\nthe procedure laid down for reductions of capital Is Intended to ensure \n\nequal treatment of shareholders. - 20 -\n\nParagraph 2 \n\nThis paragraph also represents an application of the principle of equal \n\ntreatment of shareholders. Paragraph 3 \n\nA reduction of capital may not bring the capital below the prescribed \n\nminimum, except In response to losses. But In that case the capital must \n\nthen be brought back to the prescribed minimum or above It. Paragraph 4 \n\nA reduction in capital In response to losses must not make It possible to \n\ncircumvent safeguards for creditors. The economic purpose of a reduction \n\nIs to allow the capital to be Increased at the same time or later, so as to \n\nobtain fresh resources for an SE in difficulties. An Increase will be \n\nimpossible while the balance sheet shows a loss and the accounting value of \n\nthe old shares Is therefore below par. Article 46 \n\nCreditors who dealt with the SE before Its capital was reduced must be \n\nprotected. They are generally to be entitled to security; the manner In \n\nwhich this right Is exercised Is to be governed by the law of the \n\nMember State where the company has its registered office. - 21 -\n\nArticle 48 \n\nParagraph 1 \n\nAn SE may not subscribe for its own shares. This ban extends to \n\nundertakings It controls, as otherwise the major part of a stake held by \n\nthe SE In a controlled undertaking could find Its way back Into Its own \n\ncapital via a stake held by the controlled undertaking In the parent SE. This would Indirectly reduce the SE's capital. Paragraph 2 \n\nThis paragraph extends the protection of the capital provided by paragraph \n\n1 where the company subscribes for Its own shares through a person acting \n\non Its behalf. Paragraph 3 \n\nThis sanction provides greater flexibility than would nullity of the \n\nsubscription, without Introducing Joint and several liability. Article 49 \n\nAcquisition by an SE of its own shares infringes the principle that the \n\ncapital must be kept Intact, and Is therefore generally prohibited. Paragraph 2 sets out certain exceptions, which involve no appreciable \n\ndanger to third parties or shareholders. It Is enough that they should be \n\nregulated, and this Is done In paragraphs 3 and 4. Paragraph S \n\nThis ban Is an extension of the rule In paragraph 1. The holder of a right \n\nof usufruct may have voting rights (Article 92(4)), and this extension is \n\nnecessary to avoid the danger of abuse which would arise if the company \n\ncould exercise voting rights attached to Its own shares. - 22 -\n\nParagraph 9 \n\nIn line with paragraph 1, any undertaking coming under the SE's control is \n\nalso required to dispose of any shares It holds In the SE. An SE which acquires its own shares as a result of a universal transfer of \n\nassets does not thereby Infringe the ban In paragraph 1. But the shares \n\nmust be disposed of within 18 months. Paragraph 10 \n\nThis provision covers distribution to the employees. Paragraph 11 \n\nThis provision prevents any abuse of the SE's own shares, and ensures that \n\nthe obligation to dispose of or distribute shares will be complied with. The acquisition by a company of Its own shares can be regarded as repayment \n\nof capital. Such a share therefore has no Intrinsic value in the SE's \n\ncapital. It no longer forms part of the net assets; the holding of a stake \n\nin the net assets Is not based on the share, except In a purely formal \n\nsense, but In reality on the contribution made. Consequently, no rights \n\nshould attach to a share In the company which Is held as part of the \n\ncompany's own assets. Article 50 \n\nThis provision reflects a fundamental concern for clarity In relations \n\nwithin companies. The purpose Is to Identify any shareholder able to \n\nexercise influence in the SE. - 23 -\n\nArticle 52 \n\nParagraph 1 \n\nThe ban on fixed interest represents an application of the principle that \n\nthere should be no distribution without profit. Paragraphs 2 and 3 \n\nNon-voting shares are permitted under specified conditions. There can be no other restriction or extension of voting rights. This \n\nwould in particular prohibit shares carrying a right to nominate members of \n\nthe supervisory board. Paragraph 5 \n\nThis represents an application of the principle of equal treatment of \n\nshareholders. Article 58 \n\nParagraph 1 \n\nIt is right and proper that the Issue of debentures convertible Into shares \n\nin conjunction with an increase In capital should be governed by the same \n\nrules with regard to the powers of the decision-making bodies Involved and \n\nthe same procedure followed as a straightforward Increase In capital. Paragraph 3 \n\nThis provision protects the holders of convertible debentures. The \n\nproportion of holders whose rights may be affected Is restricted by the \n\nsecond sentence. - 24 -\n\nArticle 59 \n\nIn the Interests of the shareholders It Is appropriate to require that any \n\nIssue of debentures carrying the right to a share in profits be decided In \n\nthe same way as an amendment to the statutes, and that the shareholders be \n\ngiven a right of subscription similar to their right In the event of an \n\nIssue of convertible debentures. - 25 -\n\nTITLE IV \n\nGOVERNING BODIES \n\nArticle 61 \n\nOn the question of governing bodies, the Statute is based on national \n\ncompany law and on the amended proposal for a Fifth Directive on the \nstructure of public limited companies;1 It makes provision for a \n\nseparation of powers between the general meeting of shareholders, which is \n\nto decide certain major Items of business, and the bodies which are to \n\nmanage and represent the SE. 7h3 management and representation of the SE Is to be the function either of \n\na management board, with a supervisory board monitoring Its activities (the \n\ntwo-tier board system)\u00bb or of a administrative board (the single-tier \n\nsystem). The SE s founder companies are authorized to choose between the \n\ntwo systems; detailed rules for each system are spelt out In Section 1 and \n\nSection 2. Section 3 sets out rules common to both systems, while \n\nSection 4 contains detailed rules governing the general meeting. 1 \n\nOJ No C 240, 9 September 1983. - 26 -\n\nSECTION 1 \n\nTwo-tier board system \n\nSUB-SECTION 1 \n\nManagement Board \n\nArticle 62 \n\nThe most Important characteristic of the two-tier system Is that the \n\nmembers of the management board are always to be appointed by the \n\nsupervisory board; the two bodies are kept separate by a rule preventing \n\nthe same person from serving on both at the same time. SUB-SECTION 2 \n\nSupervisory board \n\nArticle 63 \n\nThe members of the supervisory board are to be appointed by the general \n\nmeeting and, where the SE uses a model of employee participation which so \n\nrequires, by the employees too. Article 64 \n\nTo be able to perform Its function the supervisory board is to receive a \n\nquarterly report on the company's affairs. The supervisory board must be \n\nable to require the management board to provide Information or a special \n\nreport on any matter concerning the company at any time, and must be able \n\nto carry out any enquiries necessary for the performance of its duties. Any member may also require that Information be given to the supervisory \n\nboard as a whole; but In order to avoid duplication such requests must be \n\nmade through the chairman of the board. - 27 -\n\nArticle 65 \n\nTo ensure that the supervisory board functions properly It Is to be \n\nConvened noj* only at the chairman's Initiative or at the request of the \n\nmanagement board but likewise at the request of any of Its members. Like \n\nthe preceding article, this provision Is necessary In order to avoid any \n\npossibility of collusion between the management board and a majority on the \n\nsupervisory board. SECTION 2 \n\nSingle-tier system \n\nArticle 66 \n\nThis Article defines the fundamental characteristics of the single-tier \n\nstructure. The administrative board must have at least three members, \n\nappointed by the general meeting and, where the model of participation In \n\nuse requires It, by the employees. All the members are to designate one \n\nor more executive members from among Its own members, and to delegate the \n\nmanagement and representation of the company to them; the main function of \n\nthe other members Is to supervise the executive members; In order to \n\nstrengthen the position of the non-executive members, they are to be more \n\nnumerous than the executive members. Article 67 \n\nThe board Is to meet at least once every quarter to allow the executive \n\nmembers to report to the whole board, and so to enable the non-executive \n\nmembers to supervise the management and progress of the company's affairs. All members of the administrative board have the same rights and \n\nobligations, apart from the actual management of the company; It does not \n\nappear necessary to make provision for an Individual right of access to \n\nInformation or of enquiry as In Article 64(3) and (4). - 28 -\n\nSECTION 3 \n\nRules common to the single and two-tier board systems \n\nArticle 68 \n\nThe better to ensure that the members of the governing bodies can be held \n\nresponsible for their acts It was felt useful to state the principle that \n\nthey can be appointed only for a specific period of time, which is not to \n\nexceed six years. Article 69 \n\nThe functions of the members of the governing bodies are such that they can \n\nproperly be carried out only by natural persons. The admission of legal \n\npersons to any of these bodies has therefore to be subject to special \n\nrules, first and foremost the requirement that such a legal person must \n\nappoint a natural person to represent It In the performance of Its duties \n\non the relevant board. Paragraph 4 has been Included to allow representation of a minority of \n\nshareholders on the administrative or supervisory board. Particularly \n\nwhere an SE has been set up as a Joint subsidiary. It may be Important to a \n\nfounder company with a minority holding In the capital to have the \n\nassurance that Its Interests will be represented on the board. There would \n\nbe no such assurance If the members of the administrative or supervisory \n\nboard were elected under the general rules In Article 94(2), according to \n\nwhich resolutions of the general meeting are to require a majority. Article 70 \n\nThe main purpose of this Article Is to allow a list of alternate members to \n\nbe elected, so that there will be no need to set the expensive election \n\nprocedure In motion every time there Is a vacancy on the board. Article 71 \n\nThis provision deals with the representation of the company in dealings \n\nwith third parties, and Is closely based on the rules in the First Company \n\nLaw Directive, Directive 68/151/EEC, both as regards the question of \n\nwhether those acting for the company are to do so together or may do so \n\nalone and as regards the appointment of persons with general authority to \n\nrepresent the company. - 29 -\n\nArticle 72 \n\nThe supervisory board or non-executive members are confined to supervising \n\nthe management of the company. But It does not contradict this principle \n\nto require that development programmes and strategies and other measures of \n\nmajor importance to the company be decided by the management board or the \n\nexecutive directors only with the agreement of the supervisory board or of \n\nthe administrative board as a whole. Even though authorization for a \n\nparticular operation has to be obtained, It is the Management Board or the \n\nexecutive directors who will take the decision and Implement It. Article 73 \n\nThis provision Is Intended to prevent members of the governing bodies from \n\nabusing their powers in their personal Interest and to the detriment of the \n\ncompany. It does not prohibit transactions of the kind at Issue, but seeks \n\nto provide an effective means of control by making them subject to \n\nauthorization. Article 74 \n\nEvery member of a board Is to have the same rights and obUgat Ions even \n\nthough certain responsibilities of the board may be entrusted to particular \n\nmembers. One of the main obligations of board members Is the obligation to \n\nprotect confidential Information. This Article also makes It clear that \n\nthe fundamental duty of the members of the governing bodies of the company \n\nis to act In the Interests of the company. Article 75 \n\nThe general rule Is that the power to appoint the members of the \nsupervisory board or the administrative board Is accompanied by the power \nto remove them at will. - 30 -\n\nThis Article also lays down a procedure for the removal of members by the \n\ncourts, acting on the application of bodies or persons who do not have \n\npower to appoint the members concerned. This exception Is also necessary \n\nwhere, In accordance with the model of employee Involvement, members of the \n\nboard are coopted. Article 76 \n\nThis provision lays down the basic rules for the quorum and majority \n\nrequired for board decisions. Article 77 \n\nThis Article and those following It deal with the liability of the \n\ngoverning bodies of the SE for loss wrongly caused to the company. There \n\nis to be liability only if the company has suffered damage. Thus there has \n\nto be a causal link between the act done and the damage Itself. Where the governing body has more than one member, It Is difficult for an \n\noutsider to know which member may have caused the damage; the provision \n\ntherefore makes all the members of the relevant body Jointly and severally \n\nliable, whatever the nature of the act. Under the ordinary principles of civil law a person who has suffered damage \n\nIs required to prove that the person who caused It was at fault. This rule \n\nhere would defeat many actions for liability, as It would be very difficult \n\nfor an outsider to verify what was done Inside the company. The burden of \n\nproof has therefore been reversed, and the members of the board required to \n\nprove that no fault Is attributable to them personally. - 31 -\n\nArticle 78 \n\nThis provision sets out to clarify the procedural rules governing actions \n\nbrought on the company's behalf against members of the governing bodies. An action may be brought by the administrative board or by the supervisory \n\nboard; an action must be brought If the general meeting so decides. The provision also gives minority shareholders and creditors the right to \n\nbring actions on behalf of the SE. - 32 -\n\nArticle 79 \n\nThis provision allows the SE to waive Its right to bring an action for \n\ndamages, but Imposes certain conditions to ensure that the rights to bring \n\nsuch actions conferred by the earlier articles do not become Illusory. Article 80 \n\nThe severity of the rules on liability Is balanced by the Imposition of a \n\nperiod of limitation, which In view of the cross-border character of the SE \n\nIs set at five years. - 33 -\n\nSECTION 4: GENERAL MEETING \n\nArticle 81 \n\nA number of major steps require a resolution of the general meeting: the \n\nlist given here Is not an exhaustive one. The Statute draws no distinction between ordinary and extraordinary general \n\nmeetings. It does however require a qualified majority rather than a \n\nsimple majority in certain cases. The provisions set out In this Section are Intended to protect the rights \n\nof shareholders at general meetings and to provide safeguards against \n\ncertain decisions which may be taken by such meetings. Article 82 \n\nIn accordance with a principle common to all Member States, a general \n\nmeeting must be held at least once a year. This Is made necessary by the \n\nneed to approve the annual accounts. But given the long list of matters necessitating a resolution of the \n\ngeneral meeting, It must be possible to call a general meeting as the \n\nconduct of the company's affairs requires. The management board or the \n\nadministrative board must therefore be entitled to call a general meeting \n\nat any time, and this power must not be restricted by the statutes. Article 83 \n\nA minority of shareholders as defined in Article 75 must also be able to \n\nrequire a general meeting. While shareholders must be prevented from abusing this power, the governing \n\nbodies of the company cannot be allowed to have the last word, so the \n\nshareholders should be authorized to refer the matter to the courts If \n\ntheir request Is not complied with within one month. - 34 -\n\nArticle 84 \n\nThe method of calling the general meeting must be such that news of It can \n\nreach all shareholders. The minimum Information which must be provided by the notice of the meeting \n\nIs laid down in the Statute. There Is no need to comment on the details \n\nlisted, although It Is Important that the shareholder should know whether \n\nhe Is being called to an ordinary, extraordinary or special meeting, since \n\nthe rules for the quorum and majority will be different depending on the \n\nnature of the meeting. The laws of all Member States lay down a minimum period between notice and \n\nmeeting, but the periods set vary between five days and one month depending \n\non the Member State. Shareholders have to be allowed sufficient time to prepare to attend the \n\ngeneral meeting or to arrange to be represented there; It must be borne In \n\nmind that a stead Ily growing number of shareholders may be resident outside \n\nthe country where the company has Its registered office, and that short \n\ndeadlines would prevent them from attending. Nor would the arrangements \n\nfor proxies and for the amendment of the agenda by a minority be able to \n\nfunction without sufficiently long deadlines. The Statute therefore lays \n\ndown a period of one month. Article 85 \n\nA minority of shareholders equal to that entitled to call a general meeting \n\nshould also be In a position to have one or more additional items Included \n\non the agenda of a general meeting already called. It may be that for one \n\nand the same meeting various minorities will cause various amendments to be \n\nmade to the agenda. As the notice of the meeting Is to be published \n\none month before the meeting takes place\u00bb requests for the Inclusion of \n\nadditional Items are to be put forward within seven days of the first \n\nnotice; this will enable the company to notify all shareholders of the \n\namended agenda, through the same channels as those laid down for the \n\ncalling of the meeting, not less than seven days before the meeting takes \n\nplace. - 35 -\n\nArticle 86 \n\nThe Statute prevents attendance at the general meeting being made subject \n\nto conditions other than procedural formalities such as the deposit of \n\nshare certificates with a notary, a bank or the company itself, \n\nnotification by the shareholder of his Intention to attend the meeting, or \n\nproper recording of registered shares In the company register. The \n\nstatutes may not, for example, require possession of a stated number of \n\nshares as a qualification for attendance. Article 87 \n\nIt often happens that the shareholder Is unable or unwilling to attend the \n\ngeneral meeting, particularly If he Is not resident In the country In which \n\nthe company has Its registered office. Representation by proxy Is provided \n\nfor in all Member States. The Statute recognizes this right and prohibits \n\nany provision to the contrary In the statutes. In certain companies It may be useful to restrict the categories of persons \n\nwho may be appointed as proxies. These restrictions are to be laid down by \n\nthe law of the place where the company has Its registered office or In the \n\nstatutes; a shareholder may always appoint another shareholder as his \n\nproxy. To make It easier to verify the proxy's credentials, he must be nominated \n\nto the company In writing; the company Is to preserve the document for at \n\nleast three years, the same period as that laid down for the other \n\ndocuments relating to the meeting such as the attendance list and the \n\nminutes. Article 88 \n\nArticle 87 will not be sufficient where bodies such as associations of \n\nshareholders or credit Institutions ask the shareholders to give them \n\nproxies and themselves designate later the persons who are to exercise \n\nthem. Additional guarantees are needed here to ensure that the proxy votes \n\nIn accordance with the Instructions given. - 36 -\n\nBy way of exception the proxy may depart from the shareholder's \n\nInstructions or the statement made to the shareholder; he must then inform \n\nthe shareholder accordingly as soon as possible and provide all necessary \n\nexplanations. Article 89 \n\nThe notice convening the general meeting does not provide the shareholders \n\nwith sufficient Information regarding certain particular decisions to be \n\ntaken^by It. The Statute therefore provides that certain documents are to \n\nbe available to every shareholder, at the latest by the date of dispatch or \n\npublication of the notice. The main such documents are the annual accounts \n\nand the auditors' report; the texts of agreements requiring approval by the \n\ngeneral meeting must also be available. Article 90 \n\nIt Is not enough to give the shareholders the right to put questions to the \n\nmanagement at the general meeting; the management must also be required to \n\nsupply the Information requested. The Information requested may be refused If it would be likely to cause \n\nharm to the company or If Its disclosure would be Incompatible with a legal \n\nobligation of confidentiality. Apart from these restrictions on the duty to supply Information, the \n\nstatutes may not make provision for any other grounds of refusal. The board Is responsible for supplying Information. If the board and the \nshareholder disagree as to whether Information asked for should be \n\nsupplied, the power to settle the matter cannot be left with the general \n\nmeeting, where an objective decision cannot be guaranteed. The Regulation \n\nprovides for an appeal to the court to check the validity of the refusal. - 37 -\n\nArticle 91 \n\nThe Statute here follows a principle common to the laws of ail \n\nMember States by prohibiting the general meeting from taking decisions on \n\nany matters not on the agenda communicated or published in accordance with \n\nArt icles 84 and 85. But this principle need not apply where all shareholders are present or \n\nrepresented at the meeting and no shareholder objects. Article 92 \n\nThe shareholder's voting rights must be proportionate to his stake in the \n\ncapital as represented by his shares. Only two exceptions are permitted, \n\nand only if they are provided for in the statutes. Thus double or multiple voting rights are prohibited. The Statute itself lays down two cases In which the right to vote may not \n\nbe exercised, and refers to the law of the State in which the SE has Its \n\nregistered office for certain other cases. Article 93 \n\nIn the case of certain conflicts of Interest between the company and the \n\nshareholder, the shareholder must be prevented from exercising his voting \n\nrights. The Regulation sets out the circumstances In which this is so. These prohibitions apply not only to shareholders but to their proxies as \n\nwell. They apply to shareholders whether or not they own the shares \n\ncarrying the voting rights in question. Article 94 \n\nThis Article defines the majority needed for resolutions of the general \n\nmeeting: as an absolute majority of the votes attached to the capital \n\nrepresented. - 38 -\n\nThe statutes may require larger majorities for all or for certain \n\nresolutions. An exception is made in order to facilitate the appointment \n\nor dismissal of board members. The Regulation \n\nitself also requires higher majorities \n\nfor \n\ncertain \n\nr\u00e9solut ions. Art icle 95 \n\nThis provision gives the general meeting power to make any amendment to the \n\nstatutes, with carefully defIned'except ions. Where the general meeting empowers the Board to do certain things which \n\nrequire amendment of the statutes, it must be possible to empower the Board \n\nto amend the statutes accordingly. For example, an authorization to \n\nincrease the subscribed capital up to a fixed maximum may include an \n\nauthorization to amend the issued capital in the statutes; this may also be \n\nthe case where convertible debentures are to be converted. Article 96 \n\nThe Information which under Article 84(2) must be included In the notice \n\nconvening the general meeting is not sufficient where shareholders are \n\nrequired to decide on an amendment to the statutes. In that case the full \n\ntext of the amendments proposed must be included too. Art icle 97 \n\nFollowing the example of the laws of most Member States, the Statute \n\nrequires a qualified majority for a resolution of the general meeting to \n\namend the statutes. - 39 -\n\nIn a limited liability company a shareholder's only obligation is to pay up \n\nthe amount he has agreed to contribute. It follows that an increase in the \n\nobligations of the shareholders cannot be decided simply by the majorities \n\nrequired for amendment of the statutes. All the shareholders concerned \n\nmust approve. An amending resolution must be made public. Article 98 \n\nAdditional rules are needed where the company has issued different kinds of \n\nshares. If the measures envisaged would also change the relationship \n\nbetween the classes of share, there must in addition to a resolution of the \n\ngeneral meeting also be a separate vote of each class of shareholder whose \n\nrights are affected by the resolution. Article 99 \n\nMinutes are to be drawn up for each session of the general meeting. The \n\nRegulation lays down the minimum information which must be included. The minutes are addressed primarily to the shareholders. It does not \n\nappear necessary to require that they be registered and published. Article 100 \n\nActions for the annulment of resolutions of the general meeting are of \n\ngreat importance to the shareholders and to outsiders. Both would wish to \n\nsee any such actions brought quickly. Paragraph 3 therefore restricts the \n\nperiod In which such an action may be brought to three months from the \n\nclosure of the general meeting. - 40 \n\nThe grounds for annulment are fairly broad: any Infringement of the \n\nRegulation or of the company's statutes is sufficient. This would Include \n\nan infringement of the shareholders' entitlement to Information, to the \n\nextent that It influenced the general meeting. The ordinary grounds of \n\nannulment under general principles of law, such as abuse of a majority \n\nposition, might also be Invoked. Annulment or suspension of a resolution is valid against third parties, and \n\nthe court's decision is to be disclosed by registration and publication in \n\nthe ordinary way. A declaration that a resolution is void can be prevented if, on the order \n\nof the court or before the court has delivered Judgement, the general \n\nmeeting amends the resolution challenged. The court retains a wide \n\ndiscretion with regard to the resolutions concerned in this Article. - 41 -\n\nTITLE V \n\nAnnual account\u00bb and consolidated account\u00bb \n\nThe Council has adopted three Directives relating to the preparation, \n\nauditing and publication of annual accounts and consolidated accounts. These are the Fourth Councl I Directive (78/660/EEC) of 25 July 1978 on \n\nannual accounts, the Seventh Council Directive (83/349/EEC) of 13 June 1983 \n\non consolidated accounts and the Eighth Council Directive (84/253/EEC) of \n\n10 April 1984 on the approval of persons responsible for carrying out the \n\nstatutory audits of accounting documents. In addition, the Council adopted \n\non 8 December 1986 a Directive (86/635/EEC) which specifically relates to \n\nthe annual accounts and consolidated accounts of banks and other financial \n\nInstitutions. The annual accounts and consolidated accounts of Insurance \n\ncompanies are the subject of a further proposal for a Directive which Is \n\ncurrently before the Council. The provisions of Title V refer extensively \n\nto this Community legislation. The SE must \n\ncomply \n\nwith \n\nthe provisions \n\nof \n\nthe \n\nFourth \n\nand \n\nSeventh Directives. It will be able to make use of the options which the \n\nabove Directives grant Member States. Those European companies which are credit Institutions or Insurance \n\ncompanies have to apply the national provisions adopted pursuant to the \n\nDirectives on those subjects. - 42 -\n\nTITLE VI \n\nGROUPS OF COMPANIES \n\nArticle 114 \n\n1. The question of rule\u00bb dealing specifically with groups arises In \n\nconnection with the European Company Statute because two of the ways of \n\nsetting up an SE (creation of a holding company or of a Joint subsidiary) \n\nautomatically entail the formation of a group of companies. What, then, \n\nare the rules which will govern relations between the SE and Its \n\nsubsidiaries? \n\nThe aim of the original draft of the European Company Statute was to enable \n\nthose setting up an SE to opt for a special group status, which would \n\nfacilitate management of the company as a single economic unit, while at \n\nthe same time ensuring appropriate protection for the Interests of \n\nthird parties (e. g. minority shareholders and creditors). The Memorandum on the European Company Statute asked, however, whether the \n\nStatute was the proper place to create a body of rules governing groups \n\n(Suppl. 3/88 - Bull. EC, p. 15). 2. At present the laws of Germany and Portugal are the only ones which \n\nrecognize the right of a parent company of a group to manage its \n\nsubsidiaries In the Interests of the group, and which consequently lay down \n\nspecific safeguards for minority shareholders and creditors. In the 1985 White Paper on the Internal market the Commission stated that \n\nIt was considering a proposal to coordinate the national law on the subject \n\nIn the light of comparative law studies In progress (point 144). - 43 -\n\n3. If specific rules are included In the Statute at this stage they will \n\nprejudge the outcome of those studies, and will Jeopardize the rapid \n\nadoption of the regulation establishing the Statute. Debate on the Commission's 1970/75 proposal came to a halt In 1982 because, \n\nbefore stating a view on the arrangements for groups where one member of \n\nthe group Is an SE, delegations wanted to know what the Commission would be \n\nproposing for the harmonization of the Member States' legislation on groups \n\nin general. Specific rules would certainly be useful to facilitate the management of a \n\ngroup headed by an SE. But they are not Indispensable. An SE can be \n\ntreated as a public limited company governed by the legislation of the \n\nMember State In which It has Its registered office, and Its rights and \n\nobligations can be determined by reference to the rules governing such a \n\ncompany, whether It Is the parent company or the subsidiary In a group. On the basis of the rules and principles of private International law \n\ngenerally accepted In the Member States It can be presumed that the law \n\napplicable to a subsidiary will determine the rights and obligations of a \n\nparent company which Is Itself governed by a different set of national laws \n\nfrom that applying to the subsidiary. 4. If we follow this approach It should be stated In the regulation \n\nestablishing the European Company Statute that where an SE Is a subsidiary \n\ncompany or, In the language of the Statute, a \"controlled undertaking\". It \n\nis to be treated like any other public limited company governed by the laws \n\nof the Member State In which It has Its registered office. On the other hand, If It Is the SE which Is exercising control, the \n\nregulation establishing the Statute does not need to lay down specific \n\nrules, which will be supplied by the law governing the company controlled \n\nby the SE. - 44 -\n\nThe rights conferred and the obligations Imposed on a firm as a result of \n\nthe control It exercises over another which Is governed by separate \n\nlegislation do not however affect any obligations which may be Incumbent on \n\nthe controlling undertaking under Its own proper law, for example as \n\nregards the preparation of consolidated accounts. - 45 \n\nTITLE VI I \n\nArticle 115 \n\nThis Article sets limits to the procedures for the winding up of an SE. In \n\nthe interests of legal certainty and the protection of shareholders the \n\ngrounds for automatic winding up must be restricted. The Statute \n\nprescribes only the case where the duration of the company laid down In the \n\nstatutes \n\nexpires; this \n\npossibility \n\nexists \n\nIn \n\nthe \n\nlaws \n\nof \n\nall \n\nMember States. As the documents are a matter of public record, the \n\nduration of the company is an incontestable fact which can be verified by \n\nanybody. In allowing the general meeting of shareholders to decide to wind up the \n\ncompany the Statute. is likewise accepting a rule which is generally \n\nrecognized; the mechanisms are governed by Article 116. Failing a decision of the general meeting, winding up requires a court \n\ndecision; such a decision may be granted on a ground contemplated In the \n\nlaw of the place where the SE has its registered office or In the statutes, \n\nor where no disclosure of annual accounts has taken place, or where the \n\nissued capital has been reduced below the legal minimum. Article 116 \n\nOn the one hand the Statute limits the grounds for automatic winding up; \n\nbut on the other It seeks to facilitate the taking of a decision to wind up \n\nthe company by the shareholders, in order as far as possible to avoid the \n\nneed for court proceedings. A distinction Is made as regards the majority \n\nneeded at the general meeting. Where the ground of winding up Is one \n\ncontemplated by law or by the statutes, a simple majority is sufficient. - 46 -\n\nIn all other cases a decision to wind up the company represents an \n\namendment to the statutes, for which the laws of all Member States require \n\na qualified majority. It should be emphasized that this rule represents a \n\nminimum requirement, and the statutes may Impose stricter conditions. Article 117 \n\nIt has already been observed that the power conferred on the courts to \n\ndecide that an SE Is to be wound up can only be a residual one; the power \n\nto decide Is to lie In the first place with the shareholders. As a matter of principle it will be for the Member States to regulate the \n\nprocedure to be followed before the court. But it does appear necessary to \n\nmake rules on who is entitled to Initiate such proceedings. First and \n\nforemost there would be the governing bodies of the company. The general \n\nmeeting, however, would be entitled to decide by Itself to wind up the \n\ncompany. However, to avoid any abuse of the majority requirements In \n\nArticle 116, any shareholder or person showing a legitimate Interest must \n\nalso be in a position to refer the matter to the court. in a case where the Irregularity which forms the ground for winding up can \n\nbe remedied, the court must be able to grant the company sufficient time to \n\ndo so. Article 118 \n\nTo ensure that shareholders and third parties are properly protected, there \n\nmust be proper disclosure of the decision to wind up the company. - 47 -\n\nArticle 119 \n\nThis provision Is Intended to clear up the uncertainty as to whether a \n\ndecision to allow a company to continue in business Is possible after the \n\ndecision to wind It up has been taken by the general meeting of \n\nshareholders. Clearly the fresh decision must require at least the same \n\nmajority as that required for the Initial decision to wind up the company. But a decision to continue must be ruled out once any distribution has been \n\nmade In the course of the liquidation. The general meting may also review \n\nan automatic winding up which takes place because the duration of the \n\ncompany has expired. The decision to continue will require a change In the \n\nobjects of the company and must be disclosed. The Statute does not deal with the grounds on which a winding-up decision \n\nmade by a court may be reviewed. Article 120 \n\nAny winding up leads automatically to the liquidation of the assets. Once \n\nthe decision to wind up has been taken, the company continues to exist only \n\nfor purposes of the liquidation. Liquidation Is everywhere administered either by one or more liquidators. Clearly the appointment of liquidators Is of particular Importance to the \n\nshareholders. To safeguard their role In the choice of liquidators, the \n\nStatute lays down a set of rules on the shareholders' powers. Under this scheme liquidators may be appointed In the first place by the \n\nstatutes or by methods set out therein. Such clauses can of course be \n\namended, even after a decision to wind up the company, but only In the \n\nmanner required for the amendment of those documents. Secondly, the \n\ngeneral meeting of shareholders may appoint liquidators, which Is a \n\n\f- 48 -\n\ngenerally accepted rule. To facilitate a decision the Statute requires a \n\nsimple majority of the votes cast. Individual shareholders are protected \n\nagainst any abuse on the part of the majority by Article 131, which makes \n\nIt possible to have a liquidator removed by a court on showing cause. In \n\nthe third place. In case the general meeting falls to appoint liquidators, \n\na power of appointment must be conferred on a court. To speed up the \n\nappointment and to give maximum protection to those concerned, the matter \n\nmay be brought before the court not only by the governing bodies of the \n\ncompany but also by any shareholder, whatever his stake In the capital. But this power In any event remains a subsidiary one, to be exercised \n\nfalling appointment under the statutes or Instrument of Incorporation or by \n\nthe general meeting. The set of rules on the appointment of liquidators would be incomplete \n\nwithout provision for the case where the statutes are silent and neither \n\nthe general meeting nor the court has made an appointment. In that case \n\nthe members of the administrative or management body are to be deemed to be \n\nliquidators until the powers already referred to have been exercised. Finally, the general meeting, or falling that the court, Is to set the \n\nremuneration of the liquidators. - 49 -\n\nArticle 121 \n\nThe rules on the appointment of liquidators in Article 120 must be \n\nsupplemented by rules on their removal. The fact that a liquidator has \n\nbeen appointed under the statutes should not prevent his removal by the \n\ngeneral meeting of shareholders, acting by a majority of the votes cast. This is all the more true of the withdrawal of an appointment originally \n\nmade by the general meeting. However, it appears appropriate to give the \n\ncourt a general power of removal, alongside that of the general meeting, \n\nnot only in the interest of those managing the company, but above all In \n\norder to protect Individual shareholders against any negligence on the part \n\nof the majority of shareholders which might allow a liquidator who fails \n\nproperly to perform his duties to continue in office. Any removal of a \n\nliquidator is to be disclosed. Article 122 \n\nThe Regulation adopts the quite general rule that the liquidators may do \n\nanything, even undertaking new transactions, to the extent necessary for \n\nthe purposes of the liquidation, which has become the new object of the \n\ncompany. The liquidators are to have power to bind the company In dealings with \n\nthird parties and in legal proceedings. To ensure protection for third \n\nparties provision is made here for disclosure of the appointment and \n\ntermination of office of liquidators and the extent of their power to \n\nrepresent the company. Article 123 \n\nThe Regulation requires certain safeguards as regards the civil liability \n\nof liquidators. Firstly, the civil liability of liquidators may In no case \n\nbe less strict than that of the members of the single board or management \n\nboard. Any reduction in the liability of liquidators as compared with the \n\n\f- 50 -\n\nthe liability of the members of the relevant board Is therefore prohibited, \n\nand thus may not be provided for by clauses in the statutes. Article 124 \n\nIt Is normal practice to draw up a statement of assets and liabilities at \n\nthe date on which liquidation begins. The Regulation requires that such a \n\nstatement be drawn up, but does not seek to regulate its contents or to \n\nrequire disclosure. The document must be supplied on request to any \n\nshareholder, member or creditor. To avoid any misunderstanding in this matter, the Regulation leaves no \n\ndoubt that the winding up and liquidation of a company in no way affects \n\nits obligations under the rules on company accounts, which are to apply \n\nsubject to the specific requirements of the liquidation. Article 125 \n\nThe winding up of any company must be disclosed In accordance with \n\nArticle 9. But disclosure of this kind is not sufficient to ensure equivalent \n\nprotection of the company's creditors throughout the Community. The \n\nStatute therefore goes on to make the same disclosure requirements apply to \n\nthe invitation to creditors to lodge their claims and to the Indication of \n\nthe date after which distributions may be made. Any known creditor of the \n\ncompany is to receive a similar invitation individually. To avoid any \n\nmisunderstanding the Regulation makes no provision for a cut off date for \n\ncreditors who do not come forward by the date indicated. The date to be \n\nindicated merely represents information supplied to creditors, and In no \n\nway affects their claims on the company in liquidation. - 51 -\n\nArticle 126 \n\nAccording to a general principle governing liquidation all creditors of the \n\ncompany must be paid in full before there can be any distribution of the \n\nnet assets remaining. The statutes may determine the beneficiaries of any \n\nsuch distribution. In the absence of such a clause the net assets are to \n\nbe distributed among the shareholders. That distribution is to be in \n\nproportion to their holdings in the capital of the company, unless the \n\nstatutes provide otherwise. There is a particular problem where the \n\ncapital has not been paid up in equal proportions. In that case, in order \n\nto ensure that the shareholders are treated equally, all considerations \n\npaid up are to be repaid, and the net assets remaining are to be \n\ndistributed by the proportional rule. Lastly, no distribution may be made until adequate security has been set \n\naside for claims which have not yet fallen due, or which are In dispute, or \n\nwhere the creditor cannot be Identified. Article 127 \n\nFor the better protection of the shareholders against any failure to comply \n\nwith the principles of distribution in Article 126, the liquidators must \n\ndraw up a distribution pian after the date Indicated in the invitation to \n\ncreditors Issued under Article 125. This document must be brought to the \n\nattention of the general meeting and of any beneficiary designated In the \n\nstatutes. The Regulation requires that the general meeting be Informed, \n\nbut does not require Its approval. - 52 -\n\nThe protection provided takes the form of a right to challenge the plan \n\nbefore a court, a right held by any shareholder and any beneficiary, but \n\nnot by a creditor, who at this stage should already have been paid In full. In the event of any such challenge it will be for the court in question to \n\ndecide whether, and if so to what extent, any partial distribution may be \n\nmade pending the final decision. Article 128 \n\nThe liquidation is terminated once the distribution has been made. Where after the liquidation has been terminated previously unknown assets \n\nor liabilities of the company come to light, the liquidation may be \n\nreopened, but only by a decision of the court, which must appoint the \n\nliquidators. The fact that a liquidation has been terminated is subject to a disclosure \n\nrequirement. Articles 129 and 130 \n\nIn all Member States there are special rules governing companies which are \n\nthe subject of proceedings for insolvency or suspension of payments, and \n\nthe Regulation does not affect those rules. A draft convention aligning these Insolvency procedures has been drawn up \n\non the basis of Article 220 of the EEC Treaty. The draft is before the \n\nCouncII. Decisions taken in the course of proceedings for insolvency or suspension \n\nof payments are subject to a disclosure requirement. - 53 -\n\nTitle v in \n\nArticles 131 and 132 \n\nTitle VIII allows an SE to merge with other SEs and with public limited \n\ncompanies Incorporated under national law, either by taking them over or by \n\nforming a new SE Jointly with them. The reverse procedure Is also \n\nauthorized: an SE may be taken over by a national public limited company, \n\nand may set up a new national public limited company together with another \n\nsuch company or with another SE or other SE\u00bb. - 54 -\n\nTitle ix \n\nArticle 133 \n\nIt Is In the nature of an SE that It should operate across borders. It Is \n\nprimarily a new tool of cross-border cooperation, facilitating links \n\nbetween companies In different Member States. It Is essential, therefore, that the SE should be able to overcome the \n\nhandicap which this would otherwise Impose on It In terms of taxation. Where an SE conducts taxable business through permanent establishments \n\nabroad, losses suffered by those establishments would, generally speaking, \n\nnot be taken into account for tax purposes In Its country of residence If \n\nprofits from foreign business are exempt from tax In that country under \n\nnational tax law or bilateral conventions. This rule could result In an SE \n\nbeing more heavily taxed. To avoid this, paragraph 1 provides that such \n\nlosses may be deducted against an SE's profits. To safeguard the Interests of the Member State of the SE, paragraph 2 \n\nprovides that subsequent profits made by such permanent establishments are \n\nto be added to the SE's profits, up to the amount of the losses previously \n\ndeducted. Paragraph 4 takes account of the fact that in Member States applying the \n\nImputation system a tax treatment Identical to that under paragraphs 1 to 3 \n\nIs already applled. - 65 -\n\nTitles X and XI \n\nTo deal with the Involvement of employees In the SE, appropriate provisions \n\nshould be adopted by means of a Directive so as to enable Member States to \n\ntake account of their national rules and practices when Implementing the \n\nDirective In their national law. Article 135 does not lay down a rule of law. It merely refers to the \n\nprovisions of the Directive dealing with the Involvement of employees In \n\nthe SE, which Is complementary to this Regulation. Article 136 provides that an SE may be formed In any Member State which has \n\nimplemented In Its national law the provision\u00bb of Directive. dealing \n\nwith the Involvement of employee\u00bb In the SE. By so doing It prohibits the \n\ncreation of an SE In a State which has not Incorporated those provisions. Article 137 postpones the applicability of the Regulation so as to make Its \n\nentry Into force coincide with the date by which Member States must \n\nImplement the Directive. - 56 -\n\nCOMMENTARY ON THE ARTICLES OF THE DIRECTIVE \n\nThe purpose of the Directive I\u00bb to recognize the Involvement of employees \n\nin the company, to make them feel that the business of the firm Is their \n\nbusiness. The three models proposed each provide a structure through which \n\nthis involvement can operate. Article 2 clarifies the concept of employee participation as being not in \n\nthe day-to-day running of the firm, which Is the function of management, \n\nbut in supervision and strategic development. Article 3 determines the mechanisms for choosing between the various models. f participation; It allows a Member State to restrict the choice to two \n\nmodels or even a single model. - 57 -\n\nThere are different possibilities. If only one model Is permitted the SE \n\nwill have to adopt that one. Where the choice Is between two or three, the \n\nmanagements of each of the founder companies are to choose a model, If \n\npossible with the agreement of the representatives of their own employees \n\nprovided for by the law or practice of the relevant Member State. If the \n\nmanagement and employee representatives cannot reach agreement on the model \n\nproposed by management, management may decide to propose another model \n\nacceptable to the employees; but It must not be forgotten that the SE \n\ncannot be set up without the approval of the general meeting of \n\nshareholders. It would be unrealistic to give the employees a right of \n\nveto which might prevent formation of the SE, or Induce management to \n\nlocate Its registered office In another Member State. If no agreement Is \n\nreached, therefore, the model is to be chosen by management. If the representatives of the employees of company A and company B disagree \n\nbetween themselves on the choice of model proposed by management, the \n\nmajority will prevail. An SE may never be set up until a model of \n\nparticipation has been chosen. After the SE has been formed It may prove necessary to change the model \n\nchosen at the time of formation. Such a change will be possible if there \n\nIs agreement between the management of the SE and the representatives of \n\nIts employees. The agreement is to be approved by the general meeting. In view of the great flexibility of the Statute, which will allow models of \n\nparticipation to be adopted which will operate In different ways according \n\nto national traditions, paragraph 4 requires each Member State to determine \n\nthe details of the practical application of the participation models which \n\nmay be used by SEs having their registered offices In Its territory. - 58 -\n\nArt le le 4 makes provision for a model of employee participation either on \n\nthe supervisory board (the two-tier system) or on the administrative board \n\nwith a definition of management and supervisory functions (the single-tier \n\nsystem). If this model is chosen all the employees of the SE and its various \n\nestablishments, In whatever Member State they are employed are to elect \n\nrepresentatives to the supervisory board (or administrative board) of the \n\nSE itself; these board members (at least one-third and not more than \n\none-half) will sit alongside the shareholders' representatives (at least \n\none-half and not more than two-thirds). Pursuant to Article 74 of Council Regulation \n\nall board members, \n\nwhether they represent employees or shareholders, are to have the same \n\nrights and obligations. However the power to authorize certain operations \n\n(listed In Article 72 of the Regulation) will rest with a majority of the \n\nmembers. A minority will be Informed and consulted; It will in any event \n\nbe able to express its view, even If it is not in a position to decide on \n\nthe operation itself. In one Member State the general meeting and the \n\nemployees do not designate their representatives directly. Article 4 (II) \n\ntakes account of this original system of appointing the Supervisory board. If this system were adopted by an SE, the shareholders and the employees or \n\nthier representatives would have the same rights to recommend, or to object \n\nto, the appointment by the supervisory board of a new member of that board. Article 5 makes provision for a model of employee participation through a \n\nbody which represents the employees at company level but is separate from \n\nthe company supervisory or management structure. If this model is chosen \n\nall employees of the company and Its various establishments. In whatever \n\nMember State they may be employed, are to elect representatives to sit on \n\nthis body, where they will enjoy the same rights of Information (cf. Article 64) of the Regulation) and of consultation in the implementation of \n\nthe same decisions (listed in Article 72 of the Regulation) as those In the \n\nmodel defined In Article 4. - 59 -\n\nArticle 10 makes It clear that the rights of Information and consultation \n\nconferred on the separate body referred to In Article 5 In no way diminish \n\nthe rights enjoyed under the laws of the various Member State\u00bb by the \n\nrepresentatives of the employees of the SE's establishment\u00bb there: \n\nBetrlebsrate. shop stewards. Conseils d'entreprise and so on are to retain \n\nthe rights they exercise on behalf of the employees they represent In the \n\nvarious establishments of the SE. Article 6 \n\nThis article allows other models of participation to be established In the \n\nSE by means of a collective agreement, to be negotiated between the \n\nmanagements of the founder companies and the representatives of those \n\ncompanies' employees. The Commission takes the view, for example, that the three-way model \n\nproposed by Parliament In 1974, and Incorporated In the Commission's \n\namended proposal of 1975, could be established within the SE by agreement. Other models would also be possible, as long as the agreement ensured that \n\nthe employees or their representatives had the same rights of Information \n\nand consultation as those provided by the other two models provided for In \n\nArticles 4 and 5. Paragraph 3 therefore empowers a \"works committee\" type \n\nof representation to ask the management for the Information It needs to \n\nperform Its functions, in the same way as the \"separate body\" representing \n\nthe \n\nworkers \n\nmay \n\ndo \n\nunder \n\nArticle 5(2)(b). Paragraph 4 \n\ncovers \n\nconfidentiality of Information along the lines laid down In the laws of a \n\nmajority of Member States. Paragraph 5 nevertheless allows the management \n\nto withhold certain sensitive Information If the law of the Member State \n\npermits. One might Imagine, for example, that the agreement concluded \n\nwould provide for Information and consultation of a general meeting of the \n\ncompany's employees, as Is done In certain companies. In that case, steps \n\nwould have to be taken to prevent Information from being disclosed which \n\nmight seriously Jeopardize the Interests of the SE or disrupt Its projects. - 60 -\n\nParagraph 8 authorizes a Member State which so desires to make provision \n\nfor another model, known as a \"standard model\", In conformity with the most \n\nadvanced practice In the country. The standard model would apply In the SE \n\nwhere the two parties so decided or where no agreement was reached. This \n\npossibility comes close to merely relying on national practice; the \n\nCommission has accepted It only on condition that the SE's employees or \n\ntheir representatives are guaranteed the rights of information and \n\nconsultation referred to In Article 6: that Is to say the quarterly \n\nInformation referred to In paragraph 2(a), the Information and consultation \n\nreferred to In paragraph 2(b) and, where the employees are represented by a \n\ncollegiate body, the right of that body to require the Information \n\nnecessary for the performance of Its duties under paragraph 3. Article 7 \n\nAll employees of the SE are automatically entitled to vote to elect their \n\nrepresentatives under any of the three models of participation. Provision must be made to ensure that representatives represent roughly \n\nequal numbers of employees, so that particular groups of employees are not \n\nover-represented, and. In models 2 and 3, that \n\nthe number of \n\nrepresentatives Is not too great. In model 1 the proportion between employees' representatives and \nshareholders' representatives will determine the number of seats available: \neither It will be one-third to one-half of the whole, or the whole board \nwl II be co-opted. In all other respects the rules governing elections will have to be laid \ndown In the Member States, If this has not already been done. Article 8 \n\nThe proportional rule Is to apply before the SE Is formed, too. In order to \n\nprevent all the representatives of the employees of the founder companies, \n\nwho may in some companies be very numerous and yet represent only a small \n\n\f- 61 -\n\nproportion of employees, from all having an equal say, together with \n\nmanagement In the choice of the model of participation or the setting-up of \n\nthe supervisory board where the number of places is limited to between one-\n\nthird and one-half vis-\u00e0-vis the shareholders' representatives. The \n\nseparate body must not comprise a very large number of members either, even \n\nIf Article 4 does not stipulate the number, which Is therefore to be laid \n\ndown In the statutes In consultation with the representatives of the \n\nemployees. The representatives designated In accordance with Article 8 \n\nwill continue to perform their duties until the new members elected by the \n\nemployees of the SE take up their duties. Article 9 provides that the employees' representatives are to be provided \n\nwith premises and other financial and material resources enabling them to \n\nmeet, to consult their voters (telephone, telex etc. ), to travel and to \n\nobtain expert assistance, In order to be able to perform their duties \n\nproperly. Close consultation between the management and employees' \n\nrepresentatives Is the best way of making a reasonable assessment of the \n\nreal needs of the employees' representatives. Article 10 has been commented on In connection with Article 5. Article 11 is not a further model of participation, as It would be \n\ndifficult to ensure that It was equivalent to the other three. It is not \n\neasy to be certain that the same Information and consultation is available \n\nhere as with the other three models. It Is nevertheless useful to make \n\nprovision for agreements providing for employee participation In the SE's \n\nprofits or losses. - 62 -\n\nProposal for a \n\nCOUNCIL REGULATION \n\non the Statute for a European company \n\nTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\nHaving regard to the Treaty establishing the European Economic Community, \n\nand in particular Article 100a thereof, \n\nHaving regard to the. proposal from the Commission, \n\nIn cooperation with the European Parliament, \n\nHaving regard to the opinion of the Economic and Social Committee, \n\nWhereas the completion of the internal market within the period set by \n\nArticle 8a of the Treaty, and the improvement it must bring about in the \n\neconomic and social situation throughout the Community, mean not only that \n\nbarriers to trade must be removed, but also that the structures of \n\nproduction must be adapted to the Community dimension; for this purpose it \n\nis essential that companies whose business is not limited to satisfying \n\npurely local needs should be able to plan and carry out the reorganization \n\nof their business on a Community scale; \n\nWhereas such reorganization presupposes that existing companies from \n\ndifferent Member States have the option of combining their potential by \n\nmeans of mergers; whereas such operations can be carried out only with due \n\nregard to the competition rules of the Treaty; \n\n\f- 63 -\n\nWhereas restructuring and cooperation operations involving companies from \n\ndifferent Member States give rise to legal and psychological difficulties \n\nand tax problems; whereas the approximation of Member States' company law \n\nby means of directives based on Article 54 of the Treaty can overcome some \n\nof these difficulties; whereas such approximation does not, however, remove \n\nthe need for companies governed by different legal systems to choose a form \n\nof company governed by a particular national law; \n\nWhereas the legal framework in which business still has to be carried on in \n\nEurope, being still based entirely on national laws, thus no longer \n\ncorresponds to the economic framework in which it must develop if the \n\nobjectives set out in Article 8a of the Treaty are to be achieved; whereas \n\nthis situation forms a considerable obstacle to the creation of groups \n\nconsisting of companies from different Member States. Whereas it is essential to ensure as far as possible that the economic unit \n\nand the legal unit of business in Europe coincide; whereas for this purpose \n\nprovision should be made for creating, side by side with companies governed \n\nby a particular national law, companies formed and carrying on business \n\nunder the law created by a Community regulation directly applicable in all \n\nMember States; \n\nWhereas the provisions of such a regulation will permit the creation and \n\nmanagement of companies with a European dimension, free from the obstacles \n\narising from the disparity and the limited territorial application of \n\nnational company laws; \n\nWhereas such a regulation forms part of the national legal systems and \n\ncontributes to their approximation, thus constituting a measure relating to \n\nthe approximation of the laws of the Member States with a view to the \n\nestablishment and functioning of the internal market; \n\n\f- 64 -\n\nWhereas the Statute for a European company (SE) is among the measures to be \n\nadopted by the Council before 1992 listed in the Commission's White Paper \n\non completing the internal market, approved by the European Council of June \n\n1985 in Milan; whereas the European Council of 1987 in Brussels expressed \n\nthe wish to see such a Statute created swiftly; \n\nWhereas since the presentation by the Commission in 1970 of a proposal for \n\na Regulation on the Statute for a European company, amended In 1975, work \n\non the approximation of national company law has made substantial progress, \n\nso that on those points where the functioning of a European company does \n\nnot need uniform Community rules, reference may be made to the law \n\ngoverning public companies in the Member State where it has its registered \n\noff ice; \n\nWhereas, without prejudice to any economic needs that may arise in the \n\nfuture, if the essential objective of the legal rules governing a European \n\ncompany is to be attained, it must be possible at least to create such a \n\ncompany as a means of enabling companies from different Member States to \n\nmerge or to create a holding company, and of enabling companies and other \n\nlegal bodies carrying on an economic activity, and governed by the laws of \n\ndifferent Member States, to form a Joint subsidiary; \n\nWhereas the European company itself must take the form of a public company \n\nlimited by shares, this being the form most suited, In terms of both \n\nfinancing and management, to the needs of a company carrying on business on \n\na European scale-, whereas In order to ensure that such companies are of \n\nreasonable size, a minimum capital should be set which will provide them \n\nwith sufficient assets without making It difficult for small and medium-\n\nsized businesses to form a European company; \n\n\f- 65 -\n\nWhereas a European company must be efficiently managed and properly \n\nsupervised; whereas it must be borne In mind that there are at present in \n\nthe Community two different systems of administration of public companies; \n\nwhereas, although a European company should be allowed to choose between \n\nthe two systems, the respective responsibilities of those r\u00e9pons lb le for \n\nmanagement and those responsible for supervision should be clearly defined; \n\nWhereas, having regard to the approximation effected by the Fourth Council \nDirective 78/660/EEC1 and the Seventh Council Directive 83/349/EEC2, as \n\nlast amended in both cases by the Act of Accession of Spain and Portugal, \n\non annual accounts and consolidated accounts, the provisions of those \n\ndirectives can be made applicable to European companies and such companies \n\nmay choose between the options offered by those provisions; \n\nWhereas under the rules and general principles of private International \n\nlaw, where one undertaking controls another governed by a different legal \n\nsystem, its ensuing rights and obligations as regards the protection of \n\nminority shareholders and third parties are governed by the law governing \n\nthe controlled undertaking, without prejudice to the obligations Imposed on \n\nthe controlling undertaking by its own law, for example the requirement to \n\ndraw up consolidated a counts-, \n\n1 OJ No L 222, 14. 8. 1978, p. 11. 2 OJ No L 193, 18. 7. 1983, p. 1. - 66 -\n\nWhereas, without prejudice to the consequences of any later coordination of \n\nthe law of the Member States, specific rules for the European company are \n\nnot at present required In this field; whereas the rules and general \n\nprinciples of private international law should therefore be applied both In \n\ncases where the European company exercises control and in cases where it is \n\nthe controlled company; \n\nWhereas the rule thus applicable in the case where the European company Is \n\ncontrolled by another undertaking should be specified, and for this purpose \n\nreference should be made to the law governing public companies In the State \n\nwhere the European company has its registered office; \n\nWhereas for purposes of taxation the SE must be made subject to the \n\nlegislation of the State In which it is resident; whereas provision should \n\nbe made for deduction of losses incurred by the SE's permanent \n\nestablishments abroad; whereas in order to avoid any discrimination against \n\nother firms carrying on cross-border business, similar provisions will be \n\nproposed by means of a directive for all other legal forms of business; \n\nWhereas each Member State must be required to apply in respect of \n\ninfringements of the provisions of this Regulation the sanctIons applIcable \n\nto public limited companies governed by its law; \n\nWhereas the rules on the involvement of employees in the European company \n\nare contained in Directive. based on Article 54 of the Treaty, and its \n\nprovisions thus form an Indissociable complement to this Regulation and \n\nmust be applied concomitantly. - 67 -\n\nWhereas, on matters not covered by this Regulation, the provisions of the \n\nlaw of the Member States and of Community law are applicable, for example \n\non: \n\n(I) \n\nsocial security and employment law, \n\n(II) taxation and competition law, \n\n(ill) intellectual property law, \n\n(Iv) Insolvency law; \n\nWhereas the application of this Regulation must be deferred so as to enable \n\neach Member State to incorporate into its national law the provisions of \n\nthe above-mentioned Directive and to set up In advance the necessary \n\nmachinery for the formation and operation of European companies having \n\ntheir registered office In Its territory, so that the Regulation and the \n\nDirective may be applied concomitantly, \n\nHAS ADOPTED THIS REGULATION: \n\n\f- 68 -\n\nTitle I \nGeneral provisions \n\nArticle 1 \n(Form of the European company (SE)) \n\nCompanies may be formed throughout the Community In the form of a \n1. European public limited company (Socletas Europaea, 'SE') on the conditions \nand in the manner set out In this Regulation. 2. The capital of the SE shall be divided into shares. The liability of \nthe shareholders for the debts and obligations of the company shall be \nlimited to the amount subscribed by them. The SE shall be a commercial company whatever the object of its \n\n3. undertaking. 4. The SE shall have legal personality. Article 2 \n(Formation) \n\nPublic limited companies formed under the law of a Member State and \n1. having their registered office and central administration within the \nCommunity may form an SE by merging or by forming a holding company, \nprovided at least two of them have their central administration In \ndifferent Member States. 2. Companies or firms within the meaning of the second paragraph of \nArticle 58 of the Treaty and other legal bodies governed by public or \nprivate law which have been formed In accordance with the law of a \nMember State and have their registered office and central administration In \nthe Community may set up an SE by forming a joint subsidiary, provided that \nat least two of them have their central administration in different \nMember States. - 69 -\n\nArticle 3 \n\n(Formation with participation of an SE) \n\n1. An SE together with one or more other SEs or together with one or \n\nmore limited companies incorporated under the laws of a Member State and \n\nhaving their registered office and central administration within the \n\nCommunity may form an SE by merging or by forming a holding company. 2. An SE together with one or more other SEs, or together with one or \n\nmore companies or legal bodies within the meaning of Article 2(2), may set \n\nup an SE by forming a Joint subsidiary. 3. An SE may itself form one or more subsidiaries in the form of an SE. Such a subsidiary may not, however, itself establish a subsidiary in the \n\nform of an SE. Article 4 \n\n(Minimum capital) \n\n1. Subject to paragraphs 2 and 3, the capital of an SE shall amount to \n\nnot less than ECU 100 000. 2. Where an SE carries on the business of a credit Institution It shall \n\nbe subject to the minimum capital requirements laid down by the laws of the \n\nMember State in which it has its registered office in accordance with \nArticle. of Council Directive. 1 \n\n3. Where an SE carries on the business of an Insurance undertaking It \n\nshall be subject to the minimum capital requirements laid down by the laws \n\nof the Member State In which it has its registered office. Second Council Directive on the taking up and pursuit of the business \n\nof credit institutions. - 70 -\n\nArticle 5 \n\n(Registered office of SE) \n\nThe registered office of an SE shall be situated at the place specified in \n\nits statutes. Such place shall be within the Community. It shall be the \n\nsame as the place where the SE has its central administration. Article 6 \n\n(Controlled and controlling undertakings) \n\n1. A \"controlled undertaking\" means any undertaking in which a natural \n\nor legal person: \n\n(a) \n\nhas a majority of the shareholders' or members' voting rights; \n\nor \n\n(b) \n\nhas the right to appoint or remove a majority of the members of the \n\nadministrative, management or supervisory board, and Is at the same \n\ntime a shareholder In, or member of, that undertaking; \n\nor \n\n(c) \n\nis a shareholder or member and alone controls, pursuant to an \n\nagreement entered Into with other shareholders or members of the \n\nundertaking, a majority of the shareholders' or members' voting \n\nr Ights. 2. For the purposes of paragraph 1, the controlling undertaking's rights \n\nas regards voting, appointment and removal shall include the rights of any \n\nother controlled undertaking and those of any person or body acting In his \n\nor Its own name but on behalf of the controlling undertaking or of any \n\nother controlled undertaking. - 71 -\n\nArticle 7 \n\n(Scope of the Regulation) \n\n1. Matters covered by this Regulation, but not expressly mentioned \n\nherein, shall be governed: \n\n(a) \n\nby the general principles upon which this Regulation is based; \n\n(b) \n\nif those general principles do not provide a solution to the problem, \n\nby the law applying to public limited companies In the State in which \n\nthe SE has its registered office. 2. Where a State comprises several territorial units, each of which has \n\nits own rules of law applicable to the matters referred to in paragraph 1, \n\neach territorial unit shall be considered a State for the purposes of \n\nidentifying the law applicable under paragraph K b ). 3. In matters which are not covered by this Regulation, Community law \n\nand the law of the Member States shall apply to the SE. 4. In each Member State and subject to the express provisions of this \n\nRegulation, an SE shall have the same rights, powers and obligations as a \n\npublic limited company Incorporated under national law. Article 8 \n\n(Registration) \n\n1. Every SE shall be registered in the State In which it has Its \n\nregistered office in a register designated by the law of that State In \naccordance with Article 3 of Directive 68/151/EEC1. OJ No L 65, 14. 3. 1968, p. 8; English Special Edition 1968(1), p. 41. - 72 -\n\n2. Where an SE has a branch in a Member State other than that In which \n\nit has Its registered office, the branch shall be registered In that other \n\nMember State under the procedures laid down in the laws of that \n\nMember State In accordance with Article \n\nof Council Directive \n\n1 \n\nArticle 9 \n\n(Publication of documents) \n\nPublication of the documents and particulars concerning the SE which must \n\nbe published under this Regulation shall be effected in the manner laid \n\ndown in the laws of each Member State in accordance with Article 3 of \n\nDirective 68/151/EEC. Article 10 \n\n(Notice In the OJ) \n\n1. Notice that an SE has been formed, stating the number, date and place \n\nof registration and the date and place of publication and the title of the \n\npublication shall be published for information purposes in the Official \n\nJournal of the European Communities after the publication referred to In \n\nArticle 9. The same shall be done where a liquidation is terminated. 2. The Member States shall ensure that the particulars referred to in \n\nparagraph 1 are forwarded to the Official Publications Office of the \n\nEuropean Communities within one month of the disclosure referred to in \n\nArticle 9. Eleventh Council Directive on company law concerning disclosure \n\nrequirements in respect of branches opened in a Member State by \n\ncertain types of companies governed by the law of another State. - 73 -\n\nArticle 11 \n\n(Documents of SE) \n\nLetters, order forms and similar documents shall state legibly: \n\n(a) \n\nthe name of the SE, preceded or followed by the Initiais \"SE\" unless \n\nthose In I ta Is already form part of the name; \n\n(b) \n\nthe place of the register in which the SE is registered In accordance \n\nwith Article 8(1), and the number of the SE's entry In that register; \n\n(c) \n\nthe address of the SE's registered office-, \n\n(d) \n\nthe amount of capital Issued and paid up; \n\n(e) \n\nthe SE's VAT number; \n\n(f) \n\nthe fact that the SE Is in liquidation if that Is so. Any branch of the SE, when registered in accordance with Article 8(2), must \n\ngive the above particulars, together with those relating to its own \n\nregistration, on the documents referred to in the first paragraph emanating \n\nfrom that branch. - 74 -\n\nTitle II \n\nFormation \n\nSECTION 1 \n\nGeneral \n\nArticle 12 \n\n(Founder companies) \n\nThe founder companies of an SE for the purposes of this Title are the \n\ncompanies, firms and other legal bodies which may form an SE by the means \n\nof formation provided for in Articles 2 and 3. (Instrument of incorporation and statutes of the SE) \n\nArticle 13 \n\nThe founder companies shall draw up the instrument of Incorporation and the \n\nstatutes, if the statutes are a separate instrument, in the forms required \n\nfor the formation of public limited companies by the law of the State In \n\nwhich the SE is to have its registered office. Article 14 \n\n(Experts; verification) \n\nThe provisions of national law concerning the examination of consideration \n\nother than cash, adopted in the State In which the SE is to have Its \nregistered office, pursuant to Article 10 of Directive 77/91/EEC1, shall \n\napply. Article 15 \n\n(Supervision of formation) \n\nThe procedures for ensuring that the requirements of this Regulation and, \n\nwhere appropriate, of applicable national law, are complied with in regard \n\nto the formation of an SE and its statutes shall be those provided in \n\nrespect of public limited companies under the law of the State In which the \n\nSE is to have its registered office. Member States shall take the measures \n\nnecessary to ensure that such procedures are effective. 0J No L 26, 31. 1. 1977, p. 1. - 74 a -\n\nArticle 16 \n\n(Legal personality) \n\nThe SE shall have legal personality as from the date set by the law of the \n\nState in which it is to have Its registered office. - 75 -\n\nSECTION 2 \n\nFormation by merger \n\nArticle 17 \n\n(Definition) \n\n1. In the formation of an SE by merger, the merging companies shall \n\nbe wound up without going into liquidation and transfer to the SE all their \n\nassets and liabilities in exchange for the Issue to their shareholders of \n\nshares in the SE and a cash payment, If any not, exceeding 10% of the \n\nnominal value of the shares so issued or, where there is no nominal value, \n\nof their accounting par value. 2. A company may participate in the formation of an SE by merger even \n\nif it Is in liquidation, provided It has not yet begun to distribute its \n\nassets to the shareholders. 3. The rights of the employees of each of the merging companies shall \n\nbe protected In accordance with the provisions of national law giving \neffect to Directive 77/187/EEC. 1 \n\nArticle 18 \n\n(Draft terms of merger) \n\n1. The administrative or management board of the founder companies \n\nshall draw up draft terms of merger. The draft terms of merger shall \n\nInclude the following particulars: \n\n(a) the type, name and registered office of each of the founder companies \n\nand of the SE; \n\n(b) the share exchange ratio and, where appropriate, the amount of any cash \n\npayment ; \n\n(c) the terms relating to the allotment of shares of the SE; \n\n(d) the date from which the holding of shares of the SE entitles their \n\nholders to participate in profits and any special conditions affecting that \n\nent itlement; \n\n1 \n\nOJ No L 61, 5. 3. 1977, p. 26. - 75 a -\n\n(e) the date from which transactions by the founder companies will be \n\ntreated for accounting purposes as being those of the SE; \n\n(f) the rights conferred by the SE on the holders of shares to which \n\nspecial rights are attached and on the holders of securities other than \n\nshares, or the measures proposed concerning them; \n\n(g) any special advantage granted to the experts appointed under \n\nArticle 21(1) or to members of the administrative, management, supervisory \n\nor controlling bodies of the founder companies. 2. The draft terms of merger shall be drawn up and certified in due legal \n\nform if the law of the Member State in which any of the founder companies \n\nhas its registered office so requires. - 76 -\n\n3. The law of the Member State requiring that the draft terms of merger be \n\ndrawn up and certified in due legal form shall determine the person or \n\nauthority competent to do so. Where the laws of several Member States in \n\nwhich the founder companies have their registered offices require the draft \n\nterms of merger to be drawn up and certified in due legal form, this may be \n\ndone by any person or authority competent under the law of one of those \n\nMember States. Article 19 \n\n(Publication of the draft terms of merger) \n\n1. For each of the founder companies, the draft terms of merger shall be \n\nmade public in the manner prescribed by the laws of each Member State in \n\naccordance with Article 3 of Directive 68/151/EEC at least one month before \n\nthe date of the general meeting called to decide thereon. 2. For each of the founder companies, the publication of the draft terms of \n\nmerger referred to in paragraph 1, effected In accordance with Article 3(4) \n\nof Directive 68/151/EEC shall contain at least the following particulars: \n\n(a) the type, name and registered office of the founder companies; \n\n(b) the register in which the documents and particulars referred to in \n\nArticle 3(2) of Directive 68/151/EEC are filed In respect of each founder \n\ncompany, and the number of the entry In that register. (c) the conditions which determine, in accordance with Article 25, the date \n\non which the merger and formation shall take effect. 3. The publication shall also specify the arrangements made in accordance \n\nwith the provisions of national law giving effect to Articles 13, 14, and \n15 of Directive 78/855/EEC1 and with Article 23 of this Regulation for the \n\nexercise of the rights of the creditors of the founder companies. OJ No L 295, 20. 10. 1978, p. 36. - 76 a -\n\nArticle 20 \n\n(Board's report) \n\nThe administrative or management board of each of the merging companies \n\nshall draw up a detailed written report explaining and justifying the draft \n\nterms of merger from the legal and economic point of view and, In \n\nparticular, the share exchange ratio. The report shall also indicate any special valuation difficulties which \n\nhave ar isen. Article 21 \n\n(Supervision of the conduct of the merger) \n\n1. One or more experts, acting on behalf of each founder company but \n\nindependent of them, appointed or approved by a judicial or administrative \n\nauthority In the Member State in which the company concerned has Its \n\nregistered office, shall examine the draft terms of merger and to draw up a \n\nwritten report for the shareholders. - 77 -\n\n2. In the report referred to in paragraph 1 the experts must state \n\nwhether, in the their opinion, the share exchange ratio is fair and \n\nreasonable. The statement must at least: \n\n(a) \n\nindicate the method(s) used In arriving at the proposed share \n\nexchange ratio; \n\n(b). state \n\nwhether \n\nthe method(s) used \n\nare \n\nadequate \n\nin \n\nthe \n\ncircumstances, the values arrived at using each method and an \n\nopinion on the relative Importance attributed to such methods in \n\narriving at the value decided on. The report shall also indicate any special valuation difficulties which \n\nhave arisen. 3. Each expert shall be entitled to obtain from the merging companies \n\nall relevant Information and documents and to carry out all necessary \n\ninvestigations. 4. Where the laws of all the Member States in which the founder \n\ncompanies have their registered office make provision for one or more \n\nindependent experts to be appointed for all the founder companies such \n\nappointment may be made, at the joint request of those companies, by a \n\njudicial or administrative authority in any of the Member States. In such \n\ncases the law of the Member State of the appointing authority shall \n\ndetermine the content of the expert's report. Article 22 \n\n(Approval of the merger by general meetings) \n\n1. The draft terms of merger and the Instrument of incorporation of \n\nthe SE and, If the statutes are a separate Instrument, Its statutes shall \n\nbe approved by the general meeting of each of the founder companies. The \n\nresolution of the general meeting approving the merger shall be subject to \n\nthe provisions giving effect to Article 7 of Directive 78/855/EEC in the \n\ncase of domestic mergers. 2. For each of the founder companies, the provisions of national law \n\nadopted in accordance with Article 11 of Directive 78/855/EEC shall apply \n\nto the information to be provided to shareholders before the date of the \n\ngeneral meeting called to approve the merger. - 77 a -\n\nArticle 23 \n\n(Protection of creditors) \n\nThe following provisions of the national law to which the founder companies \n\nare subject shall apply: \n\n(a) \n\nthe provisions relating to the protection of the interests of \n\ncreditors and debenture holders of the companies In the case of a \n\ndomestIc merger ; \n\n(b) \n\nthe provisions relating to the protection of the interests of \n\nholders of securities, other than shares, which carry special \n\nrights, provided that where the SE Is being formed by the merger \n\nof public limited companies \n\n\f- 78 -\n\nthe law of the State in which each of the companies has Its \n\nregistered office shall determine whether a meeting of the holders \n\nof such securities may approve a change In their rights; \n\nthe law of the State in which the SE Is to have its registered \n\noffice shall determine whether the holders of such securities are \n\nentitled to require the SE to redeem their securities. Article 24 \n\n(Supervision of the legality of mergers) \n\n1. Where the laws of a Member State governing one or more founder \n\ncompanies provide for judicial or administrative preventative supervision \n\nof the legality of mergers those laws shall apply to those companies. 2. Where the laws of a Member State governing one or more founder \n\ncompanies do not provide for Judicial or administrative preventative \n\nsupervision of the legality of mergers, or where such supervision does not \n\nextend to all the legal acts required for a merger, the national provisions \n\ngiving effect to Article 16 of Directive 78/855/EEC shall apply to the \n\ncompany or companies concerned. Where those laws provide for a merger \n\ncontract to be concluded following the decisions of the general meeting \n\nheld concerning the merger, that contract shall be concluded by all the \n\ncompanies involved In the operation. Article 18(3) shall apply. 3. Where the laws of the State In which the SE Is to have its \n\nregistered office and the laws governing one or more of the founder \n\ncompanies provide for judicial or administrative preventative supervision \n\nofthe legality of mergers, such supervision shall be carried out first in \n\nresepct of the SE. The supervision may be carried out In respect of the \n\nfounder companies only when it can be shown that such supervision has been \n\ncarried out in respect of the SE In accordance with Article 15. 4. Where the laws governing one or more of the founder companies \n\ntaking part \n\nin the merger provide for judicial or administrative \n\npreventative supervision of the legality of mergers whereas the laws \n\ngoverning one or more of the other founder companies taking part In the \n\n\f- 78 a -\n\nmerger do not, such supervision shall be carried out on the basis of the \n\ndocuments drawn up and certified in due legal form referred to In Article \n\n16 of Directive 78/855/EEC. Article 25 \n\n(Effective date) \n\nThe date on which the merger and the simultaneous formation of the SE takes \n\neffect shall be determined by the law of the State In which the SE has Its \n\nregistered office. That date must be after all necessary supervision has \n\nbeen carried out and, where appropriate, the certified documents referred \n\nto in Article 24 have been drawn up for each of the founder companies. - 79 -\n\nArticle 26 \n\n(Publicity) \n\nFor each of the founder companies, the merger must be publicized In the \n\nmanner prescribed by national law, In accordance with Article 3 of \n\nDirective 68/151/EEC. Article 27 \n\n(Effects of the merger) \n\nA merger shall have the following consequences Ipso Jure and \n\nsimultaneously: \n\n(a) \n\nthe transfer, both as between the founder companies and the SE and \n\nas regards third parties, of all the assets and liabilities of the \n\nfounder companies to the SE; \n\n(b) \n\nthe shareholders of the founder companies become shareholders of \n\nthe SE: \n\n(c) \n\nthe founder companies cease to exist. Article 28 \n\n(Liability of board members) \n\nThe liability of members of the administrative or the management board of \n\nfounder companies and of such companies' experts shall be governed by the \n\nprovisions of national law giving effect to Articles 20 and 21 of Directive \n\n78/855/EEC In the State in which the founder company concerned has Its \n\nregistered office or, where appropriate, by this Regulation. However, in the case of an appointment under Article 21(4), the liability \n\nof the expert or experts shall be governed by the law of the Member State \n\nof the judicial or administrative authority which appointed them. - 79 a -\n\nArticle 29 \n\n(Nullity) \n\nThe question of the nullity of a merger that has taken effect pursuant to \n\nArticle 25 shall be governed by the national law of the company concerned \n\nbut a merger may be declared null and void only where there has been no \n\nJudicial or administrative preventative supervision of Its legality or \n\nwhere there is no certified documentation where such supervision or the \n\ndrawing up of such documentation Is laid down by the laws of the Member \n\nState governing the relevant company. However, where the laws of the \n\nState in which the SE has its registered office do not provide for a merger \n\nto be declared null and void on such grounds, no such nullity may be \n\ndeclared. -80 -\n\nArticle 30 \n\n(Merger: Shareholdings between fellow founder companies) \n\nArticles 17-29 shall also apply where one of the founder companies holds \n\nall or part of the shares of another founder company. In such a case, \n\nshares in founder companies which come Into the possession of the SE as \n\npart of the assets of a founder company shall be cancelled. SECTION 3 \n\nFormation of an SE holding company \n\nArticle 31 \n\n(Definition) \n\n1. If an SE is formed as a holding company, all the shares of the \n\nfounder companies shall be transferred to the SE in exchange for shares of \n\nthe SE. 2. The founder companies shall continue to exist. Any provisions of \n\nthe laws of the States in which the founder companies have their registered \n\noffice, requiring that a company be wound up if all its shares come to be \n\nheld by one person shall not apply. Article 32 \n\n(Draft terms of formation) \n\n1. The administrative or management board of the founder companies \n\nshall draw up draft terms for the formation of an SE holding company \n\ncontaining the particulars referred to in Article 18(1)(a), (b) and (c) and \n\nArticle 21 and shall prepare the report provided for in Article 20. 2. The provisions of Article 21 shall apply to the supervision of \n\nthe formation of the holding company in respect of each founder company. 3. The provisions of Article 22 shall apply to the approval of the \n\nformation of the holding company by the general meeting of each of the \n\nfounder companies. - 80 a -\n\n4. The provisions of Article 28 on the liability of board members \n\nshalI apply. 5. The formation of an SE holding company may be declared null and \n\nvoid only for failure to supervise the formation of the holding company in \n\naccordance with Article 29. 6. For the purposes of applying the provisions of Section 2 on \n\nformation by merger, merger shall be read as formation of an SE holding \n\ncompany. Article 33 \n\n(Matters affecting employees) \n\nThe administrative or management board of each of the founder companies \n\nshall discuss with the representatives of Its employees the legal, economic \n\nand employment Implications of the formation of an SE holding company for \n\nthe employees and any measures proposed to deal with them. - 81 -\n\nSECTION 4 \n\nFormation of a joint subsidiary \n\nArticle 34 \n\n(Draft terms of formation) \n\nIf a joint subsidiary Is formed In the form of an SE, the administrative or \n\nthe management board of each of the founder companies shall draw up draft \n\nterms for the formation of the subsidiary Including the following \n\npart iculars: \n\n(a) \n\nthe type, name and registered office of the founder companies and \n\nof the proposed SE; \n\n(b) \n\n(c) \n\nthe size of the shareholdings of the founder companies in the SE; \n\nthe economic reasons for the formation. Article 35 \n\n(Approval of the formation) \n\n1. The draft terms of formation and the instrument of incorporation \n\nof the SE and its statutes, if the statutes are a separate instrument, its \n\nstatutes shall be approved by each of the founder companies in accordance \n\nwith the law which governs it. 2. Founder companies incorporated under national law shall be subject \n\nto all the provisions governing their participation in the formation of a \n\nsubsidiary in the form of a public limited company under national law. 3. Where a founder company Itself has the form of an SE, the \n\nfollowing provisions shall apply: \n\n(a) \n\nthe instrument of Incorporation and the statutes shall be \n\nauthorized in accordance with Article 72 of this Regulation; \n\n(b) \n\nif the decision on the participation of the SE in the formation of \n\nthe subsidiary falls within the matters to be decided by the \n\ngeneral meeting, the instrument of incorporation and the statutes \n\nmust also be approved by the general meeting. - 81 a -\n\nSECTION 5 \n\nFormation of a subsidiary by an SE \n\nArticle 36 \n\n(Draft terms of formation) \n\nIf an SE forms a subsidiary in the form of an SE, the administrative or \n\nmanagement board shall draw up draft terms for the formation of the \n\nsubsidiary. Those draft terms shall include the following particulars: \n\n\f- 82 -\n\n(a) \n\nthe name and registered office of the founder company and the \n\ninstrument of Incorporation of the subsidary or its statutes, If \n\nthe statutes are a separate instrument; \n\n(b) \n\nthe economic reasons for the formation. Article 37 \n\n(Approval of the formation) \n\nThe instrument of incorporation of the subsidiary or Its statutes, If the \n\nstatutes are a separate instrument, shall be approved In accordance with \n\nArticle 35 (3). - 83 -\n\nTitle I 11 \n\nCapital - Shares - Debentures \n\nArticle 38 \n\n(Capital of the SE) \n\n1. The capital of the SE shall be denominated in ecu. 2. The capital of the SE shall be divided into shares denominated In ecu. Shares Issued for a consideration must be paid up at the time the company \n\nis registered in the Register referred to in Article 8(1) to the extent of \n\nnot less than 25% of their nominal value. However, where shares are Issued \n\nfor a consideration other than cash at the time the company Is registered, \n\nthat consideration must be transferred to the company In full within five \n\nyears of the date on which the company was incorporated or acquired legal \n\npersonality. 3. The subscribed capital may be formed only of assets capable of \n\neconomic assessment. However, an undertaking to perform work or to supply \n\nservices may not form part of these assets. Article 39 \n\n1. Shares may not be issued at a price lower than their nominal value. 2. Professional intermediaries who undertake to place shares may be \n\ncharged less than the total price of the shares for which they subscribe in \n\nthe course of such a transaction. Article 40 \n\nAll shareholders in like circumstances shall be treated In a like manner. - 84 -\n\nArticle 41 \n\nSubject to the provisions relating to the reduction of subscribed capital, \n\nthe shareholders not may be released from the obligation to pay up their \n\ncontrI but ions. Article 42 \n\n(Increase in cap!tal) \n\n1. The capital of the SE may be increased by the subscription of new \n\ncapital. An increase in capital shall require amendment of the statutes. Shares issued for a consideration in the course of an Increase In \n\nsubscribed capital must be paid up to not less than 25% of their nominal \n\nvalue. Where provision is made for an issue premium, it must be paid In \n\nfull. 2. Where all or part of the consideration for the Increase in capital is \n\nIn a form other than cash, a report on the valuation of the consideration \n\nshall be submitted to the general meeting. The report shall be prepared \n\nand signed by one or more experts Independent of the SE and appointed or \n\napproved by the court within whose Jurisdiction the registered office of \n\nthe SE is situated. 3. The expert's report shall be published in accordance with Article 9. 4. Any increase in subscribed capital must be decided upon by the general \n\nmeeting. Both this decision and the increase In the subscribed capital \n\nshall be published In accordance with Article 9. 5. Where the capital is Increased by the capitalization of available \n\nreserves, the new shares shall be distributed amongst the shareholders In \n\nproportion to their existing shareholdings. However, in Its decision on the increase In capital, the general meeting \n\nmay decide that some or all of the new shares shall be distributed amongst \n\nthe employees of the SE. - 85 -\n\nArticle 43 \n\n(Authorization of future increase In capital) \n\n1. The statutes or instrument of Incorporation or the general meeting, \n\nthe decision of which must be published in accordance with Article 9, may \n\nauthorize an increase in the subscribed capital, provided that such \n\nincrease shall not exceed one-half of the capital already subscribed. 2. Where appropriate, the increase In the subscribed capital up to the \n\nmaximum authorized under paragraph 1 shall be decided by the administrative \n\nor the management board. The power of such body In this respect shall be \n\nfor a maximum period of five years, and may be renewed one or more times by \n\nthe general meeting, each time for a period not exceeding five years. 3. The administrative or the management board must register decisions \n\nauthorizing a future increase in capital. The administrative or the management board must register, and publicize In \n\naccordance with Article 9, all issues of shares up to the maximum \n\nauthorised capital limits and the consideration furnished for those shares. In addition, the board shall report each year in the notes on the accounts \n\non the use it has made of the authorization. 4. Where the authorized capital has been fully subscribed or where the \n\nperiod referred to In paragraph 2 has elapsed with only part of the \n\nauthorized capital having been subscribed, the administrative or the \n\nmanagement board shall amend the statutes to indicate the new total \n\ncapital. Where the authorization to increase capital has not been used, the \n\nadministrative or the management board shall decide to delete the \n\nauthorization clause referred to in paragraph 1. The board shall register \n\nsuch decisions. - 86 -\n\n5. Where an increase in capital Is not fully subscribed, the capital \n\nshall be increased by the amount of the subscriptions received only If the \n\nconditions of the Issue so provide. Article 44 \n\n(Subscription rights of shareholders) \n\n1. Whenever capital Is increased by consideration In cash, the shares \n\nmust be offered on a pre-emptive basis to shareholders In proportion to the \n\ncapital represented by their shares. 2. Any offer of subscription on a pre-emptive basis and the period within \n\nwhich this right must be exercised shall be published in accordance with \n\nArticle 9. However, it may be provided that such publication is not \n\nrequired where all the shares of the SE are registered. In such case, all \n\nthe shareholders must be informed in writing. The right of pre-emption must \n\nbe exercised within a period which shall not be less than 14 days from the \n\ndate of publication of the offer or from the date of dispatch of the \n\nletters to the shareholders. 3. The right of pre-emption may not be restricted or withdrawn by the \n\nstatutes or the instrument of incorporation. This may, however, be done by \n\ndecision of the general meeting. The administrative or the management board \n\nshall be required to present to such a meeting a written report indicating \n\nthe reasons for restriction or withdrawal of the right of pre-emption and \n\njustifying the proposed Issue price. The decision shall require at least a \n\ntwo-thirds majority of the votes attaching to the securitlesrepresented or \n\nto the subscribed capital represented. The decision shall be published In \n\naccordance with Article 9. 4. The statutes, the instrument of incorporation, or the general meeting, \n\nacting In accordance with the rules for a quorum, a majority and \n\npublication set out in paragraph 3, may give the power to restrict or \n\nwithdraw the right of pre-emption to the administrative or the management \n\nboard which is empowered to decide on an increase In subscribed capital \n\nwithin the limits of the authorised capital. This power may not be granted \n\nfor a longer period than the power for which provision is made In Article \n\n43 (2). - 87 -\n\n5. Shareholders may obtain copies of the reports referred to In \n\nparagraph 3 free of charge from the day on which notice of the general \n\nmeeting is given. A statement to that effect shall be made In the notice \n\nconvening the general meeting. Article 45 \n\n(Reduction of capital) \n\n1. Any reduction in the subscribed capital, except under a court order, \n\nmust be subject at least to a decision of the general meeting acting in \n\naccordance with the rules for a quorum and a majority laid down In Article \n\n44 (3). Such decision shall be published in accordance with Article 9. The notice convening the general meeting must specify at least the purpose \n\nof the reduction and the way In which it Is to be carried out. 2. Where there are several classes of shares, the decision of the \n\ngeneral meeting concerning a reduction in the subscribed capital shall be \n\nsubject to a separate vote, at least for each class of shareholders whose \n\nrights are affected by the transaction. 3. A reduction of capital shall be effected by reducing the nominal value \n\nof the shares. However, the nominal subscribed capital may not be reduced \n\nto an amount less than the minimum capital. Only where losses have been \n\nincurred may the general meeting decide to reduce the capital below the \n\nminimum capital, and in that case it shall at the same time decide to \n\nIncrease the capital to an amount equal to or higher than the minimum \n\ncapital. 4. Where the subscribed capital is reduced in order to adjust It to the \n\ndiminished value of the company following losses, and, as a result of the \n\nreduction, assets exceed liabilities, the difference shall be entered in a \n\nreserve. This reserve may not be used for the distribution of dividends or \n\nfor the granting of other benefits to shareholders. - 88 -\n\nArticle 46 \n\n(Protection of creditors In the event of reduction of capital) \n\n1. In the event of a reduction in the subscribed capital, the creditors \n\nwhose claims antedate the publication of the decision to make the reduction \n\nshall be entitled at least to have the right to obtain security for claims \n\nwhich have not fallen due by the date of that publication. The conditions for the exercise of this right shall be governed by the law \n\nof the State where the company has its registered office. 2. The reduction shall be void or no payment may be made for the benefit \n\nof the shareholders until the creditors have obtained satisfaction or the \n\ncourt within whose Jurisdiction the registered office of the SE is \n\nsituated, has decided that their application should not be acceded to. 3. Paragraphs 1 and 2 shall apply where the reduction in the subscribed \n\ncapital is brought about by the total or partial waiving of the payment of \n\nthe balance of the shareholders' contributions. They shall not apply to reductions in the subscribed capital for the \n\npurpose of adjusting It to the real value of the company following losses. Article 47 \n\nThe subscribed capital may not be reduced to an amount less than the \n\nminimum capital laid down In accordance with Article 4. However, such a \n\nreduction may be made If it Is also provided that the decision to reduce \n\nthe subscribed capital may take effect only when the subscribed capital Is \n\nincreased to an amount at least equal to the prescribed minimum. Article 48 \n\n(Own shares) \n\n1. The subscription for shares of the SE by the SE Itself, third parties \n\nacting on its behalf or undertakings controlled by it within the meaning of \n\nArticle 6 or in which it holds a majority of the shares Is prohibited. - 89 -\n\n2. If shares of the SE have been subscribed for by a person acting In his \n\nown name, but on behalf of the SE, the subscriber shall be deemed to have \n\nsubscribed for them for his own account. 3. The founder companies of the SE by which or In name of which the \n\nstatutes or the instrument of Incorporation of the SE were signed or in the \n\ncase of an increase in the subscribed capital, the members of the \n\nadministrative or the management board, shall be liable to pay for shares \n\nsubscribed in contravention of this Article. Article 49 \n\n1. The acquisition of shares of the SE by the SE Itself, third parties \n\nacting on its behalf or undertakings controlled by It within the meaning of \n\nArticle 6 or in which It holds a majority of the shares Is prohibited. 2. Paragraph 1 shall not apply to \n\n(a) the acquisition by the SE or third parties acting on its behalf of \n\nshares of the SE for the purpose of distributing them to the employees \n\nof the SE; \n\n(b) shares acquired in carrying out a decision to reduce capital; \n\n(c) shares acquired as a result of a universal transfer of assets; \n\n(d) fully paid-up shares acquired free of charge or by banks and other \n\nfinancial institutions as purchasing commission; \n\n(e) shares acquired by virtue of a legal obligation or resulting from a \n\ncourt ruling for the protection of minority shareholders, in the \n\nevent, particularly, of a merger, a change in the company's object or \n\nform, transfer abroad of the registered office, or the introduction of \n\nrestrictions on the transfer of shares; \n\n(f) shares acquired from a shareholder in the event of failure to pay them \n\nUP; \n\n(g) shares acquired in order to indemnity minority shareholders in \n\ncontrolled companies; \n\n(h) fully paid-up shares acquired under a sale enforced by a court order \n\nfor the payment of a debt owed to the company by the owner of the \n\nshares. - 90 -\n\n3. Shares acquired in the cases listed in paragraph 2(c) to (h) above \n\nmust, however, be disposed of within not more than three years of their \n\nacquisition unless the nominal value of the shares acquired, including \n\nshares the SE may have acquired directly or indirectly, does not exceed 10% \n\nof the subscribed capital. 4. If the shares are not disposed of within the period laid down in \n\nparagraph 3 they must be cancelled. 5. The SE may not accept its own shares as security or acquire any rights \n\nof usufruct or other beneficial rights over them. 6. An SE may not advance funds, nor make loans, nor provide security, \n\nwith a view to the acquisition of Its shares by a third party. 7. Paragraph 6 shall not apply to transactions concluded by banks and \n\nother financial institutions In the normal course of business, nor to \n\ntransactions effected with a view to the acquisition of shares by or for \n\nthe employees of the SE or a controlled company. However, these \n\ntransactions may not have the effect of reducing the net assets of the SE \n\nbelow the amount of its subscribed capital plus the reserves which by law \n\nor under the statutes may not be distributed. 8. Shares acquired in contravention of paragraph 1 shall be disposed of \n\nwithin six months of their acquisition. 9. If an undertaking comes under the control of the SE or if a majority \n\nof Its shares are acquired by such an SE, and it holds shares in the SE, \n\nthe undertaking shall dispose of the shares in the SE within 18 months from \n\nthe date of its coming under the control of the SE or from the date when \n\nthe SE acquired a majority of its shares. If an SE acquires its own shares by way of universal transfer of assets or \n\nIf an undertaking which is controlled by the SE or the majority of those \n\nshares are held by the SE acquires shares of the SE In this manner, such \n\nshares shall be disposed of within the same period. 10. Shares acquired by the SE pursuant to paragraph 2(a) shall, if they \n\nhave not been distributed to the employees within 12 months of being \n\nacquired, be disposed of within the following six months. - 91 -\n\n11. No rights may be exercised in respect of the shares referred to In \n\nparagraphs 8, 9 and 10 until they have been disposed of or distributed to \n\nthe employees. Article 50 \n\n(Disclosure of holdings) \n\nHoldings of the SE in other companies shall be disclosed in accordance with \n\nthe provisions of national law giving effect to Directive 88/627/EEC. 1 \n\nArticle 51 \n\n(Indivisibility of shares) \n\nThe rights attached to a share shall be Indivisible. Where a share Is \n\nowned jointly by more than one person, the rights attached to it may be \n\nexercised only through a common representative. Article 52 \n\n(Rights conferred by shares) \n\n1. Shares may carry different rights in respect of the distribution of \n\nthe profits and assets of the company. Payment of fixed Interest may be \n\nneither made nor promised to shareholders. 2. Non-voting shares shall may be Issued subject to the following \n\ncondit ions: \n\n(a) their total nominal value shall not exceed one half of the capital; \n\n(b) they must carry all the rights of a shareholder other than the right \n\nto vote, except that the right to subscribe for new shares may be \n\nlimited by the statutes or by resolution of the general meeting to \n\nnon-voting shares. In addition they must confer special advantages; \n\n(c) they shall not be Included In computing a quorum or majority required \n\nby this Regulation or the statutes of the company. The above shall be without prejudice to paragraph 5. 1 OJ No L 348, 17. 12. 1988, p. 62. - 92 -\n\n3. Any other restriction or extension of voting rights, such as shares \n\ncarrying multiple voting rights, Is prohibited. 4. Shares carrying the same rights shall form a class. 5. Where there are several classes of shares, any decision of the general \n\nmeeting which adversely affects the rights of a particular class of \n\nshareholders shall be subject to a separate vote at least for each class \n\nof shareholder whose rights are affected by the transaction. The provisions \n\ngoverning an amendment of the statutes shall apply as regards the convening \n\nof meetings and the required quorum and majority to the holders of the \n\nshares of the class concerned. Article 53 \n\n(Issue of bearer and registered shares) \n\n1. Shares shall be in either bearer or registered form. The statutes may \n\nentitle shareholders to request conversion of their bearer shares into \n\nregistered shares or vice versa. 2. An SE which issues registered shares shall keep an alphabetical \n\nregister of all shareholders, together with their addresses and the number \n\nand class of shares they hold. The register shall be open for public \n\nInspection on request at the registered office of the SE. Article 54 \n\n(Issue and transfer of shares) \n\nThe laws of the State In which the SE has its registered office shall \n\ngovern the issue, replacement and cancellation of share certificates, \n\nand the transfer of shares. - 93 -\n\nArticle 55 \n\n(Publication requirements for obtaining stock \n\nexchange listing and for offering securities \n\nto the pub Iic) \n\n1. The \n\nprovisions \n\nof \n\nnational \n\nlaw \n\ngiving \n\neffect \n\nto \n\nDirective 80/390/EEC,1 shall apply to the listing particulars to be \n\npublished for the admission of securities of the SE to official stock \n\nexchange 11stIng. 2. The provisions of national \neffect to Directive \n89/298/EEC2 shall apply to the prospectus to be published where \n\nlaw giving \n\nsecurities are offered to the public. Article 56 \n\n(Issue of debentures) \n\nThe SE may issue debentures. Article 57 \n\n(Body of debenture holders) \n\nThe laws of the State in which the SE has Its registered office shall \n\napply to the body of debenture holders. Article 58 \n\n(Debentures convertible into shares) \n\n1. Articles 43, and 44 shall apply to the Issue of debentures \n\nconvertible Into shares. 2. The laws of the State In which the SE has Its registered office shall \n\napply to the conditions and procedure for the exercise of conversion or \n\nsubscription rights. 1 OJNOL 100, 17. 4. 1980, p. 1. 2 QJNoL 124, 5. 5. 1989, p. 8. - 94 -\n\n3. As long as convertible debentures are outstanding, the SE may not \n\ndecide on any amendment of the statutes affecting the rights of the holders \n\nof such debentures except where less Kece than 5% of the convertible 4, \n\ndebentures is still outstanding and their holders have the opportunity to \n\nexercise their conversion or subscription rights In good time before the \n\namendment takes effect or if the body of convertible debenture holders has \n\napproved the proposed amendment. In the latter case, a higher percentage \n\nmay be stipulated in th\u00e9 loan conditions. 4. Where conversion or subscription rights attached to convertible \n\ndebentures have been fully exercised or have been exercised only in part \n\nbut the period in which they may be exercised has expired the management or \n\nthe administrative board shall alter the statutes to show the new amount of \n\ncapital. Where subscription or conversion rights are not exercised within \n\nthe prescribed period , the management or the administrative board, shall \n\ndelete from the statutes the clause concerning the issue of convertible \n\ndebentures. Such amendments to the statutes shall be published in accordance with \n\nArticle 9. Article 59 \n\n(Participating debentures) \n\n1. The general meeting may, by a resolution which meets the requirements \n\nfor altering the statutes, decide to issue debentures carrying the right to \n\nshare in profits. Such debentures shall be issued for cash and shall carry \n\nrights determined wholly or partly by reference to the profits of the SE. 2. Article 58(3) shall apply, mutatis mutandis, to participating \n\ndebentures. Article 60 \n\n(Other securities) \n\nThe SE shall not issue to persons who are not shareholders of the SE other \n\nsecurities carrying a right to participate in the profits or assets of the \n\nSE. - 95 -\n\nTitle IV \n\nGoverning bodies \n\nArticle 61 \n\nThe statutes of the SE shall provide for the company to have as its \n\ngoverning bodies the general meeting of shareholders and either a \n\nmanagement board and a supervisory board (two-tier system) or an \n\nadministrative board (one-tier system). SECTION 1 \n\nTwo-tier system \n\nSUB-SECTION 1 \n\nManagement board \n\nArticle 62 \n\n(Functions of the management board; Appointment of members) \n\n1. The SE shall be managed and represented by a management board under \n\nthe supervision of a supervisory board. 2. The members of the management board shall be appointed by the \n\nsupervisory board, which may remove them at any time. 3. No person may at the same time be a member of the management board and \n\nthe supervisory board of the same SE. 4. The number of members of the management board shall be laid down In \n\nthe statutes of the SE. 5. The rules of procedure of the management board shall be adopted by the \n\nsupervisory board, after obtaining the views of the management board. - 96 -\n\nSUB-SECTION 2 \n\nSupervisory board \n\nArticle 63 \n\n(Functions of the supervisory board; Appointment of members) \n\n1. The supervisory board may not participate In the management of the \n\ncompany nor represent it In dealings with third parties. However, it shall \n\nrepresent \n\nthe \n\ncompany \n\nIn \n\nits \n\nrelations \n\nwith \n\nmembers \n\nof \n\nthe \n\nmanagement board. 2. Subject to the measures adopted to give effect to Article 4 of the \n\nCouncil Directive \n\n[completing the Statute In respect of the \n\ninvolvement of employees In SEs] members of the supervisory board shall be \n\nappointed by the general meeting. Article 64 \n\n(Right to Information) \n\n1. At least once every three months , the management board shall report \n\nto the supervisory board on the management and progress of the company's \n\naffairs, including undertakings controlled by It, and on the company's \n\nsituation and prospects. 2. The \n\nmanagement board \n\nshall \n\ninform \n\nthe \n\nchairman \n\nof \n\nthe \n\nsupervisory board without delay of all matters of importance, including any \n\nevent occurlng In the company or In undertakings controlled by It which may \n\nhave an appreciable effect on the SE. - 97 -\n\n3. The supervisory board may at any time require the management board to \n\nprovide Information or a special report on any matter concerning the \n\ncompany or undertakings controlled by It. 4. The \n\nsupervisory board \n\nshall \n\nbe \n\nentitled \n\nto \n\nundertake \n\nall \n\nInvestigations necessary for the performance of Its duties. It may appoint \n\none or more of its members to pursue such investigations on its behalf and \n\nmay call In the help of experts. 5. Any member of the supervisory board may, through the chairman of that \n\nboard, require the management board to provide the supervisory board with \n\nany information necessary for the performance of Its duties. 6. Each member of the supervisory board shall be entitled to examine all \n\nreports, documents and information and the results of enquiries and \n\ninspections obtained under the preceding paragraphs. Article 65 \n\n(Rules of procedure, calling of meetings) \n\n1. The supervisory board shall adopt its rules of procedure and shall \n\nelect a chairman and one or more vice-chairmen from among Its members. 2. The chairman may call a meeting of the supervisory board on his own \n\ninitiative and shall do so at the request of a member of the \n\nsupervisory board or of a member of the management board. SECTION 2 \n\nThe one-tier system \n\n\f- 98 -\n\nArticle 66 \n\n(The administrative board; Appointment of members) \n\n1. The SE shall be managed and represented by an administrative board. The board shall be composed of at least three members. It shall adopt its \n\nrules of procedure and shall elect a chairman and one or more vice-chairmen \n\nfrom among Its members. 2. The management of the SE shall be delegated by the administrative \n\nboard to one or more of it members. The executive members shall be fewer \n\nIn number than the other members of the board. The delegation of \n\nmanagement responsibilities to an executive member of the administrative \n\nboard may be revoked by the board at any time. 3. Subject to the measures adopted to give effect to Article 4 of Council \n\nDirective. [completing the Statute in respect of the involvement of \n\nemployees in SEs] members of the administrative board shall be appointed by \n\nthe general meeting. Article 67 \n\n(Right to information) \n\n1. The administrative board shall meet at least once every three months \n\nto discuss the management and progress of the company's affairs, including \n\nundertakings controlled by It and the company's situation and prospects. 2. Each member shall inform the chairman of the administrative board \n\nwithout delay of all matters of importance, Including any event occurlng In \n\nthe company or in undertakings controlled by it which may have an \n\nappreciable effect on the SE. - 99 -\n\n3. Any member of the administrative board may request the chairman to \n\ncall a meeting of that board to discuss particular aspects of the company, \n\nif the request has not been complied with within 15 days, a meeting of the \n\nadministrative board may be called by one third of Its members. 4. Each member of the administrative board shall be entitled to examine \n\nall reports, documents and information supplied to the board concerning the \n\nmatters referred to in paragraphs 1 and 3. SECTION 3 \n\nRules common to the one-tier and two-tier board systems \n\nArticle 68 \n\n(Term of office) \n\n1. Members of the governing bodies shall be appointed for a period laid \n\ndown In tha statutes not AYCAAdlnn \u00ab IY vsars. down In the statutes not exceeding six years. However, the first members of the supervisory board or of the \n\nadministrative board, who are to be appointed by the shareholders shall be \n\nappointed by the Instrument of incorporation of the SE for a period not \n\nexceeding three years. 2. Board members may be reappointed. Article 69 \n\n(Conditions of membership) \n\n1. Where the statutes of the SE allow a legal person or company to be a \n\nmember of a board, that legal person or company shall designate a natural \n\nperson to represent It In the performance of Its duties on the board. The \n\nrepresentative shall be subject to the same conditions and obligations as \n\nif he were personally a member. Publication under Article 9 shall refer \n\nboth to the representative and to the legal person or company represented. The legal person or company shall be jointly and severally liable without \n\nlimitation for obligations arising from the acts of its representative. - 100 -\n\n2. No person may be a board member who \n\nunder the law applicable to him, or \n\nas a result of a judicial or administrative decision delivered or \n\nrecognized In a Member State, \n\nis disqualified from serving on an administrative, supervisory or \n\nmanagement board. 3. The statutes may lay down special conditions of eligibility for \n\nmembers representing the shareholders. 4. Notwithstanding the rule laid down in Article 94(2), the statutes of \n\nthe SE may provide voting procedures for the appointment of members of the \n\nadministrative or the supervisory board by the general meeting such that \n\none or more members and their alternates may be appointed by a minority of \n\nthe shareholders. Article 70 \n\n(Vacancies) \n\nThe statutes of the SE may provide for the appointment of alternate members \n\nto vacancies. Such appointments may be terminated at any time by the \n\nappointment of a full member. - 101 -\n\nArticle 71 \n\n(Power of representation) \n\n1. Where the management board, Is composed of more than one member, or \n\nwhere the management of the company is delegated to more than one member of \n\nthe administrative board those members have authority to represent the \n\ncompany collectively only in dealings with third parties. However, the \n\nstatutes of the SE may provide that a member of the relevant board shall \n\nhave authority to represent the SE alone or together with one or more other \n\nmembers of the board or together with a person who has been given general \n\nauthority to represent the company under paragraph 2. 2. The administrative board or, as the case may be, the management board \n\nwith the approval of the supervisory board, may confer a general authority \n\nto represent the company on one or more persons. Such authority may be \n\nrevoked at any time, in the same way, by the board which granted It. 3. Acts performed by those having authority to represent the company \n\nunder paragraphs 1 and 2 shall bind the company vis-\u00e0-vis third parties, \n\neven where the acts in question are not in accordance with the objects of \n\nthe company, providing they do not exceed the powers conferred by this \n\nR\u00e9gul\u00e2t Ion. - 102 -\n\nArticle 72 \n\n(Operations requiring prior authorization) \n\n1. The Implementation of decisions on \n\n(a) the closure or transfer of establishments or of substantial parts \n\nthereof, \n\n(b) substantial reduction, extension or alteration of the activities of \n\nthe SE, \n\n(c) substantial organizational changes within the SE, \n\n(d) the establishment of cooperation with other undertakings which Is both \n\nlong-term and of importance to the activities of the SE, or the \n\ntermination thereof. (e) the setting up of a subsidiary or of a holding company. may be effected by the management board only following prior authorization \n\nof the supervisory board or by the administrative board as a whole. Implementation may not be delegated to the executive members of the \n\nadministrative board. Acts done In breach of the above provisions may not be relied upon against \n\nthird parties, unless the SE can prove that the third party was aware of \n\nthe breach. 2. The statutes of the SE may provide that paragraph 1 shall also apply \n\nto other types of decisions. Article 73 \n\n(Conflicts of interest) \n\n1. Any transaction in which a board member has an Interest conflicting \n\nwith the Interests of the SE shall require the prior authorization of the \n\nsupervisory board or the administrative board. - 103 -\n\n2. The statutes of the SE may provide that paragraph 1 shall not apply to \n\nroutine transactions concluded on normal terms and conditions. 3. A member to whom paragraph 1 applies shall be entitled to be heard \n\nbefore a decision on the authorization is made but may not take part In the \n\ndeliberations of the relevant board when it makes its decision. 4. Authorizations given under paragraph 1 during any financial year shall \n\nbe communicated to the shareholders not later than at the first general \n\nmeeting following the end of the financial year In question. 5. Failure to obtain authorization may not be relied upon against third \n\nparties, unless the SE can prove that the third party was aware of the need \n\nfor, and lack of, such authorization. Art le le 74 \n\n(Rights and obligations) \n\n1. Each member of a board of the SE shall have the same rights and \n\nobligations, without prejudice to \n\n(a) any internal allocation of responsibilities between the members of the \n\nboard, and the provisions of the board's rules of procedure governing \n\nthe taking of decisions in the event of a tied vote; \n\n(b) the provisions concerning the delegation of management responslblIt les \n\nto executive members. 2. All board members shall carry out their functions in the Interests of \n\nthe SE, having regard in particular to the interests of the shareholders \n\nand the employees. 3. All board members shall exercise a proper discretion In respect of \n\ninformation of a confidential nature concerning the SE. This duty shall \n\ncontinue to apply even after they have ceased to hold office. - 104 -\n\nArticle 75 \n\n(Removal of members) \n\n1. Members of the supervisory board or the administrative board may be \n\ndismissed at any time by the same body, persons or groups of persons who \n\nunder this Regulation or the statutes of the SE have the power to appoint \n\nthem. 2. In addition, members of the supervisory board or the administrative \n\nboard may be dismissed on proper grounds by the court within whose \n\njuridiction the registered office of the SE Is situated in proceedings \n\nbrought by the general meeting of the shareholders, the representatives of \n\nthe employees, the supervisory board or the administrative board. Such \n\nproceedings may also be brought by one or more shareholders who together \n\nhold 10% of the capital of the SE. Article 76 \n\n(Quorum, majority) \n\n1. Unless the statutes of the SE require a higher quorum, a board shall \n\nnot conduct business validly unless at least half of its members take part \n\nIn the deliberat ions. 2. Members who are absent may take part in decisions by authorizing a \n\nmember who is present to represent them. No member may represent more than \n\none absent member. 3. Unless the statutes of the SE provide for a larger majority, decisions \n\nshall be taken by a majority of the members present or represented. - 105 -\n\n4. Under terms laid down In the statutes of the SE a board may also take \n\ndecisions by procedures under which the members vote In writing, by telex, \n\ntelegram or telephone or by any other means of telecommunication, provided \n\nthat all members are Informed of the proposed voting procedure and no \n\nmember objects to the use of that procedure. Article 77 \n\n(Civil liability) \n\n1. Members of the administrative board, the management board or the \n\nsupervisory board, shall be liable to the SE for any damage sustained by \n\nthe company as a result of wrongful acts committed In carrying out their \n\ndut les. 2. Where the board concerned is composed of more than one member, all the \n\nmembers shall be jointly and severally liable without limit. However, a \n\nmember may be relieved of liability If he can prove that no fault is \n\nattributable to him personally. Such relief may not be claimed by a member \n\non the sole ground that the act giving rise to liability did not come \n\nwithin the sphere of responsibilities delegated to him. Article 78 \n\n(Proceedings on behalf of the company) \n\n1. The administrative board or the supervisory board, may Institute \n\nproceedings on the company's behalf to establish liability. 2. Such proceedings must be brought if the general meeting so decides. The general meeting may appoint a special representative for this purpose. For such a decision the statutes may not prescribe a majority greater than \n\nan absolute majority of the votes attached to the capital represented. A \nSucW \nr \n\n- 106 -\n\n3. Proceedings on behalf of the company may also be brought by one or \n\nmore shareholders who together hold 10% of the capital of the SE. ^ \n\n^ \n\n4. Such proceedings may be brought by any creditor of the SE who can show \n\nthat he cannot obtain satisfaction of his claim on the company. (Waiver of proceedings on behalf of the company) \n\nArticle 79 \n\n1. The SE may waive its right to institute proceedings on the company's \n\nbehalf to establish liability. Such a waiver shall require an express \n\nresolution of the general meeting taken In the knowledge of the wrongful \n\nact giving rise to damage for the company. However, such a resolution may \n\nnot be passed if it Is opposed by shareholders whose holdings amount to the \n\nfigure referred to in Article 75. 2. Paragraph 1 shall also apply to any compromise relating to such \n\nproceedings agreed between the company and a board member. Article 80 \n\n(Limitation of actions) \n\nNo proceedings on the company's behalf to establish liability may be \n\ninstituted more than five years after the act giving rise to damage. - 107 -\n\nSection 4 \n\nGeneral meeting \n\nArticle 81 \n\n(Competence) \n\nThe following matters shall be resolved by the general meeting: \n\na) \n\nincreases or reductions In subscribed or authorized capital; \n\nb) \n\nissues of debentures convertible Into shares or carrying subscription \n\nrights and of debentures carrying the right to share In the profits; \n\nc) \n\nthe appointment or removal of members of the administrative board or \n\nof the supervisory board, who represent the shareholders; \n\nd) \n\nthe Institution of proceedings on the company's behalf for negligence \n\nor misconduct by board members; \n\ne) \n\nthe appointment or dismissal of auditors; \n\nf) \n\napproval of the annual accounts; \n\ng) \n\nappropriation of the profit or loss for the year-, \n\nh) \n\namendment of the statutes; \n\ni) \n\nwinding up and appointment of liquidators; \n\nj) \n\ntransformation'; \n\nk) \n\nmerger of the SE with another company; \n\n\f- 108 -\n\nI) \n\ntransfers of assets. Article 82 \n\n(Holding of general meeting) \n\n1. A general meeting shall be held at least once a year. However, the \n\nfirst general meeting may be held at any time In the 18 months \n\nfollowing the Incorporation of the SE. 2. A general meeting may be called at any time by the management board \n\nor the administrative board. Article 83 \n\n(Meeting called by minority shareholders) \n\n1. It shall be provided that one or more shareholders who satisfy the \n\nconditions set out In Article 75 may request the SE to call the \n\ngeneral meeting and to settle the agenda therefor. 2. If, following a request made under paragraph 1, no action has been \n\ntaken within a month, the court within whose juridiction the \n\nregistered office of the SE is situated may order the calling of a \n\ngeneral meeting or authorize either the shareholders who have \n\nrequested It or their representative to call the meeting. Article 84 \n\n(Methods of calling meetings) \n\n1. a) The general meeting shall be called by a notice published either in \n\nthe national gazette specified in the legislation of the State of the \n\nregistered office In accordance with Article 3 (4) of Directive \n\n68/151/EEC or In one or more large-circulation newspapers. - 109 -\n\nb) However, where all the shares in an SE are registered or where all \n\nits shareholders are known, the general meeting may be called by any \n\nmeans of communication addressed to all the shareholders. 2. The notice calling the general meeting shall contain the following \n\nparticulars, at least: \n\na) \n\nb) \n\nc) \n\nd) \n\nthe name and the registered office of the SE; \n\nthe place and date of the meeting; \n\nthe type of general meeting (ordinary, extraordinary or special); \n\na statement of the formalities, if any, prescribed by the statutes \n\nfor attendance at the general meeting and for the exercise of the \n\nr ight to vote-, \n\ne) \n\nany provisions of the statutes which require the shareholder, where \n\nhe appoints an agent, to appoint a person who falls within certain \n\nspecified categories of persons. f) \n\nthe agenda showing the subjects to be discussed and the proposals for \n\nr\u00e9solut ions. 3. The period between the date of first publication of the notice in \n\naccordance with paragraph 1 (a), or the date of dispatch of the first \n\ncommunication as mentioned in paragraph K b ), and the date of the \n\nopening of the general meeting shall be not less than 30 days. Article 85 \n\n1. One or more shareholders who satisfy the requirements laid down In \n\nArticle 75 may request that one or more additional items be included \n\non the agenda of a general meeting of which notice has already been \n\ngiven. - 110 -\n\n2. Requests for Inclusion of additional agenda Items shall be sent to \n\nthe SE within seven days of the first publication of the notice \n\ncalling the general meeting in accordance with Article 84 (1)(a) or \n\nthe dispatch of the first communication calling the general meeting \n\nby the means mentioned in Article 84 (1)(b). 3. Items whose inclusion in the agenda has been requested under \n\nparagraph 2, shall be communicated or published In the same way as \n\nthe notice of meeting, not less than seven days before the meeting. Article 86 \n\n(Attendance at general meeting) \n\nEvery shareholder who has complied with the formalities prescribed by the \n\nstatutes shall be entitled to attend the general meeting. However, the \n\nstatutes may prohibit shareholders having no voting rights from attending \n\nthe meetIng. Article 87 \n\n(Proxies) \n\n1. Every shareholder shall be entitled to appoint a person to represent \n\nhim at the general meeting. 2. The law of the Member State where the registered office of the SE is \n\nsituated or the statutes may restrict the choice of representative to \n\none or more specified categories of persons, but a shareholder may \n\nnot be prevented from appointing another shareholder to represent \n\nhim. 3. The appointment shall be made in writing and shall be retained for \n\nthe period mentioned in Article 99 (4). - 111 -\n\nArticle 88 \n\n1. Where the proxies appointed are persons acting In a professional \n\ncapacity, the provisions of Article 87 and the following provisions \n\nshalI apply: \n\na) \n\nthe appointment shall relate to only one meeting, but It shall be \n\nvalid for successive meetings with the same agenda, without prejudice \n\nto paragraph 2; \n\nb) \n\nc) \n\nthe appointment shall be revocable; \n\nall the shareholders whose names and addresses are known shall be \n\nInvited, either In writing or by publication in one or more large-\n\ncirculation newspapers, to appoint the person in question as their \n\nproxy; \n\nd) \n\nthe invitation to appoint the person in question as a proxy shall \n\ncontain at least the following information: \n\nthe agenda showing the subjects for discussion and the proposals for \n\nr\u00e9solut Ions-, \n\nan indication that the documents mentioned in Article 89 are \n\navailable to shareholders who ask for them; \n\na request for instructions concerning the exercise of the right to \n\nvote in respect of each item on the agenda; \n\na statement of the way in which the proxy will exercise the right to \n\nvote In the absence of any Instructions from the shareholder; \n\ne) \n\nthe right to vote shall be exercised in accordance with the \n\nshareholders' instructions, or in the absence of such Instructions in \n\naccordance with the statement made to the shareholder. However, the \n\nproxy may depart from the shareholders' Instructions or the statement \n\nmade to the shareholder by reason of circumstances unknown when the \n\ninstructions were given or the invitation to appoint a proxy issued, \n\nwhere voting In accordance with instructions or the statement would \n\nbe liable to prejudice the shareholder's Interests. The proxy shall \n\nforthwith inform the shareholder and explain the reasons for his \n\nact ion. - 112 -\n\n2. Notwithstanding paragraph 1(a), a proxy may be appointed for a \n\nspecified period not exceeding 15 months. In this case the Information \n\nindicated in paragraph 1 (d) shall be given to all the shareholders \n\nreferred to In paragraph 1(c) before any general meeting. Article 89 \n\n(Avallablity of accounts) \n\nThe annual accounts and, where appropriate, the consolidated accounts, the \n\nproposed appropriation of profits or treatment of loss where It does not \n\nappear in the annual accounts, the annual report and the opinion of the \n\npersons responsible for auditing the accounts shall be available to every \n\nshareholder at the latest from the date of dispatch or publication of the \n\nnotice of general meeting called to adopt the annual accounts and to decide \n\non the appropri\u00e2t Ion. of profits or treatment of loss. Every shareholder \n\nshall be able to obtain a copy of these documents free of charge upon \n\nrequest. From the same date, the report of the persons responsible for \n\nauditing the accounts shall be available to any shareholder wishing to \n\nconsult It at the registered office of the SE. Article 90 \n\n(Right to Information) \n\n1. Every shareholder who so requests at a general meeting shall be \n\nentitled to obtain Information on the affairs of the company arising from \n\nItems on the agenda or concerning matters on which the general meeting may \n\ntake a decision in accordance with Article 91(2). - 113 -\n\n2. The management board or the executive members of the administrative \n\nboard shall supply this information. 3. The communication of Information may be refused only where: \n\n(a) \n\nIt would be likely to be seriously prejudicial to the company \n\nor a controlled company, or \n\n(b) \n\nIts disclosure would be incompatible with a legal obligation \n\nof confident la IIty. 4. A shareholder to whom Information is refused may require that his \n\nquestion and the grounds for refusal shall be entered in the minutes of the \n\ngeneral meeting. 5. A shareholder to whom information is refused may challenge the \n\nvalidity of the refusal In the court within whose Jurisdiction the \n\nregistered of'fice of the SE Is situated. Application to the court shall be \n\nmade within two weeks of the closure of the general meeting. Article 91 \n\n(Decisions-, Agenda) \n\n1. The general meeting shall not pass any resolution concerning Items \n\nwhich have not been communicated or published in accordance with Article \n\n84(2)(f) or Article 85(3). 2. Paragraph 1 shall not apply when all the shareholders are present in \n\nperson or by proxy at the general meeting and no shareholder objects to the \n\nmatter in question being discussed. A r t i c le 92 \n\n(Voting rights) \n\n1. A shareholder's voting rights shall be proportionate to the fraction \n\nof the subscribed capital which his shares represent. - 114 -\n\n2. The statutes may authorize: \n\na) restriction or exclusion of voting rights In respect of shares \n\nwhich carry special advantages; \n\nb) restriction of votes In respect of shares allotted to the same \n\nshareholder, provided the restriction applies at least to all \n\nshareholders of the same class. 3. The right to vote may not be exercised: \n\na) where a call made by the company has not been paid; \n\nb) on shares held by the SE Itself or by one of its subsidiaries. 4. The law of the State where the registered office of the SE Is \n\nsituated shall govern the exercise of voting rights In cases of succession, \n\nusufruct, pledge of shares, or failure to notify substantial holdings. Article 93 \n\n(Conflict of interest) \n\nNeither a shareholder nor his representative shall exercise the right to \n\nvote attached to his shares or to shares belonging to third persons where \n\nthe subject matter of the resolution relates to: \n\na) the assertion of claims by the SE against that shareholder; \n\nb) the commencement of legal proceedings to establish the liability \n\nof that shareholder to the company in accordance with Article 78; \n\nc) waiver of the right to bring proceedings to establish the \n\nliability of that shareholder to the company in accordance with \n\nArticle 79. - 115 -\n\nArticle 94 \n\n(Required majority) \n\n1. Resolutions of the general meeting shall require at least an absolute \n\nmajority of the votes attached to the subscribed capital present or \n\nrepresented unless a greater majority Is prescribed by this Regulation. 2. However, as regards the appointment or dismissal of members of the \n\nadministrative board, the management board or the supervisory board the \n\nstatutes may not require a majority greater than that mentioned in \n\nparagraph 1. Article 95 \n\n(Amendment of statutes) \n\n1. A resolution of the general meeting shall be required for any \n\namendment of the statutes of the instrument of incorporation. 2. However, the statutes may provide that the administrative board or \n\nthe management board may amend the statutes or the instrument of \n\nincorporation where the amendment merely Implements a resolution already \n\npassed by the general meeting, or by the board itself by virtue of an \n\nauthorization given by the general meeting, by the statutes, or by the \n\ninstrument of Incorporation. Article 96 \n\n1. The complete text of the amendment of the statutes or of the \n\nInstrument of Incorporation which Is to be put before the general meeting \n\nshall be set out In the notice of meeting. 2. However, the statutes may provide that the complete text of the \n\namendment mentioned In paragraph 1 may be obtained by any shareholder free \n\nof charge upon request. - 116 -\n\nArticle 97 \n\n1. A majority of not less than two thirds of votes attached to \n\nsubscribed capital represented at the meeting shall be required for the \n\npassing by the general meeting of resolutions amending the statutes or the \n\ninstrument of Incorporation. 2. However, the statutes may provide that where at least one-half of the \n\nsubscribed capital is represented, a simple majority of the votes in \n\nparagraph 1 shall suffice. 3. Resolutions of the general meeting which would have the effect of \n\nIncreasing the liabilities of the shareholders shall require in any event \n\nthe approval of all the shareholders involved. 4. A resolution amending the statutes or the Instrument of incorporation \n\nshall be made public accordance with Article 9. Article 98 \n\n(Separate vote of each class of shareholder) \n\n1. Where there are several classes of shares, any resolution of the \n\ngeneral meeting shall require a separate vote at least for each class of \n\nshareholders whose rights are affected by the resolution. 2. Where a resolution of the general meeting requires the majority of \n\nvotes specified In Article 97 (1) and (2), that majority shall also be \n\nrequired for the separate vote of each class of shareholders whose rights \n\nare affected by the resolution. - 117 -\n\nArticle 99 \n\n(Minutes) \n\n1. Minutes shall be drawn up for every meeting of the general meeting. 2. The minutes shall contain the following particulars, at least: \n\na) the place and date of the meeting; \n\nb) the resolutions passed; \n\nc) the result of the voting. 3. There shall be annexed to the minutes: \n\na) the attendance list; \n\nb) the documents relating to the calling of the general meeting. 4. The minutes and the documents annexed thereto shall be retained for \n\nat least three years. A copy of the minutes and the documents annexed \n\nthereto may be obtained by any shareholder, free of charge, upon request. Article 100 \n\n(Appeal against resolutions of general meeting) \n\n1. Resolutions of the general meeting may be declared Invalid as \n\nInfringing the provisions of this Regulation or of the company's statutes, \n\nin the following manner. 2. An action for such a declaration may be brought by any shareholder or \n\nany person'having a legitimate interest, provided he can show that he has \n\nan interest In having the Infringed provision observed and that the \n\nresolution of the general meeting may have been altered or influenced by \n\nthe Infringement. - 118 -\n\n3. The action for such a declaration shall be brought within three \n\nmonths of the closure of the general meeting, before the court within whose \n\njurisdiction the registered office of the SE is situated. It shall be \n\ntaken against the SE. 4. The procedure In the action for such a declaration shall be governed \n\nby the law of the place where the SE has its registered office. 5. The decision declaring the resolution void shall be published in \n\naccordance with Article 9. 6. The declaration that a resolution is void may no longer be made by \n\nthe court if that resolution has been replaced by another taken in \n\nconformity with this Regulation and the statutes of the SE. The court may, \n\non Its own Initiative, grant the time necessary to enable the general \n\nmeeting to pass such a new resolution. - 119 -\n\nTitle V \n\nAnnual accounts and consolidated accounts \n\nSECTION 1 \n\nAnnual accounts \n\nSUB-SECTION 1 \n\nPreparation of annual accounts \n\nArticle 101 \n\n1. The SE shall draw up annual accounts comprising the balance sheet, \n\nthe profit and loss account and the notes on the accounts. These documents \n\nshall constitute a composite whole. 2. The annual accounts of the SE shall be drawn up in accordance with \n\nthe provisions of Directive 78/660/EEC subject to paragraph 3 of this \n\nArticle. 3. (a) \n\nArticles 1, 2(5), final sentence, 2(6), 4(1), final sentence, \n\n4(2), final sentence,4 (3)(b), final sentence, 4(4), final sentence, 5, \n\n43(2), 45(1)(b), final sentence, 54, 55 and 62 of Directive 78/660/EEC \n\nshalI not apply. (b) \n\nFor the purpose of drawing up the annual accounts, the provisions \n\nof Articles 2, 3, 4, 6 and 7 of Directive 78/660/EEC shall apply. The SE \n\nmay avail Itself of the option provided for in Article 6 of that Directive. -120-\n\n(c) For the presentation of the balance sheet, the SE may choose between \n\nthe layouts prescribed by Articles 9 and 10 of Directive 78/660/EEC. It may \n\navail Itself of the options provided for in Articles 9, 10, 11, 18, final \n\nsentence, 20(2) and 21, final sentence, of that Directive. (d) \n\nFor the presentation of the profit and loss account, the SE may \n\nchoose between the layouts prescribed by Articles 23 to 26 of Directive \n\n78/660/EEC. It may avail Itself of the options provided for In Articles 27 \n\nand 30 of that Directive. (e) \n\nThe Items shown In the annual accounts shall be valued in \n\naccordance with the principles laid down in Article 31 of Directive \n\n78/660/EEC. They shall be valued on the basis of the principle of purchase \n\nprice or production cost according to the provisions of Articles 34 to 42 \n\nof that Directive. However, the SE may choose to apply one of the three alternative valuation \n\nmethods provided for In Article 33 of that Directive. If the SE avails \n\nitself of that possibility, it shall ensure that the method applied is \n\nconsistent with the principles laid down in that Article. Details of the \n\nmethod applied shall be given In the annex thereto. The SE may avail itself of the options provided for in Articles 34(1), 36, \n\n37(1) and (2), 39(1)(c) and (2) and 40(1) of that Directive. (f) \n\nIn addition to the Information required under other provisions of \n\nDirective 78/660/EEC, the notes on the accounts must \n\ninclude the \n\ninformation provided for in Article 43 of that Directive at least. The SE \n\nmay avail Itself of the options provided for in Articles 44 and 45(1) and \n\n(2) of that Directive. - 121 -\n\nSUB-SECTION 2 \n\nPreparation of the annual rapport \n\nArticle 102 \n\n1. The SE shall draw up an annual report which must include at least a \n\nfair review of the development of the company's business and of its \n\nposit ion. 2. The annual report shall also include the Information provided for \n\nIn Article 46 of Directive 78/660/EEC. SUB-SECTION 3 \n\nAudItIng \n\nArticle 103 \n\n1. The annual accounts of the SE shall be audited by one or more \n\npersons authorized to do so In a Member State in accordance with the \nprovisions of Directive 84/253/EEC1. Those persons shall also verify that \n\nthe annual report is consistent with the annual accounts for the same \n\nfinancial year. 2. If the SE meets the criteria laid down In Article 11 of \n\nDirective 78/660/EEC, it shall not be required to have Its accounts \n\naudited. In such cases, members of administrative board or the management \n\nboard shall be subject to the sanctions applicable to public limited \n\nliability companies In the State In which the SE has Its registered office \n\nwhere the annual accounts or annual reports are not drawn up in accordance \n\nwith the provisions of this section. OJ No L 126, 12. 5. 1984, p. 20. - 122 -\n\nSUB-SECTION 4 \n\nPub 11 cat ion \n\nArticle 104 \n\n1. The annual accounts, duly approved, and the annual report and audit \n\nreport shall be published as laid down in accordance with Article 3 of \n\nDirective 68/151/EEC by the laws of the Member State in which the SE has \n\nIts registered office. 2. The SE may avail itself of the options provided for in Article 47 \n\nof Directive 78/660/EEC. Articles 48, 49 and 50 of Directive 78/660/EEC shall apply to the \n\n3. SE. SUB-SECTION 5 \n\nFinal provisions \n\nArticle 105 \n\nArticles 56 to 61 of Directive 78/660/EEC shall apply to the SE. The SE \n\nmay avail itself of the options provided for in those Articles. - 123 -\n\nSECTION 2 \n\nConsolidated accounts \n\nSUB-SECTION 1 \n\nConditions for the preparation of consolidated accounts \n\nArticle 106 \n\n1. Where the SE is a parent undertaking within the meaning of \n\nArticle 1(1) and (2) of Directive 83/349/EEC, It shall be required to draw \n\nup consolidated accounts and a consolidated annual report in accordance \n\nwith the provisions of that Directive. 2. Articles 1(1)(c) last sentence, K d ) ( b b ), last sentence, 1(d), \n\nsecond and third subparagraphs, 4 and 5 of Directive 83/349/EEC shall not \n\napply. 3. The SE may avail Itself of the options provided for in Articles 1, \n\n6, 12 and 15 of Directive 83/349/EEC. Article 107 \n\n1. Where the SE Is a parent undertaking within the meaning of Article \n\n1(1) and (2) of Directive 83/349/EEC and Is at the same time a subsidiary \n\nundertaking of a parent undertaking governed by the law of a Member State, \n\nIt shall be exempt from the obligation to draw up consolidated accounts \n\nsubject to the conditions laid down in Articles 7 and 8 of that Directive. Article 10 of that Directive shall apply. 2. Articles 7(1)(b), second subparagraph, 8(1), last sentence, 8(2) \n\nand (3), and 9 of that Directive shall not apply. 3. The exemption provided for In paragraph 1 shall not apply where the \n\nsecurities of the SE have been admitted to official listing on a stock \n\nexchange established In a Member State. - 124 -\n\nArticle 108 \n\n1. Where the SE is a parent undertaking within the meaning of Article \n\n1(1) and (2) of Directive 83/349/EEC and is at the same time a subsidiary \n\nundertaking of a parent undertaking which is not governed by the law of a \n\nMember state, It shall be exempt from the obligation to draw up \n\nconsolidated accounts subject to the conditions laid down In Article 11 of \n\nthat Directive. 2. Articles 8 (1), second sentence, 8(2) and (3), and 10 of that \n\nDirective shall not apply. 3. The exemption provided for in paragraph 1 shall not apply where the \n\nsecurities of the SE have been admitted to official listing on a stock \n\nexchange established in a Member State. SUB-SECTION 2 \n\nThe preparation of consolidated accounts \n\nArticle 109 \n\n1. The consolidated accounts shall comprise the consolidated balance \n\nsheet, the consolidated profit and loss account and the notes on the \n\naccounts. These documents shall constitute a composite whole. 2. The consolidated accounts shall be drawn up in accordance with the \n\nprovisions of Directive 83/349/EEC subject to paragraph 3 of this Article. 3. (a) Articles 16(5), final sentence, 16(6), 33(2)(c), first sentence, \n\n33(3), final sentence, 34, point 12, final sentence, and point 13, final \n\nsentence, 35(1)(b), second sentence, 40, 41(5) and 48 of Directive \n\n83/349/EEC shall not apply. (b) \n\nThe SE may avail Itself of the options provided for in Articles \n\n17(2), 19(1)(b), 20, 26(1)(c), final sentence, 26(2), 27(2), 28, second \n\nsentence, 29(2)(a), second sentence, 29(5), final sentence, 30(2), 32, \n\n33(2) (d) and 35(1) of Directive 83/349/EEC. - 125 -\n\nSUB-SECTION 3 \n\nPreparation of the consolidated annual report \n\nArticle 110 \n\n1. The consolidated annual report shall include at least a fair review \n\nof the development of the company's business and the position of the \n\nundertakings included in the consolidation taken as a whole. 2. The consolidated annual report shall also include the Information \n\nprovided for In Article 36 of Directive 83/349/EEC. The SE may avail Itself \n\nof the option provided for in the final sentence of paragraph 2(d) of that \n\nArticle. SUB-SECTION 4 \n\nAuditing of the consolidated accounts \n\nArticle 111 \n\nThe consolidated accounts shall be audited by one or more persons \n\nauthorized to do so in a Member State in accordance with the provisions of \n\nDirective 84/253/EEC. Those persons shall also verify that the consolidated \n\nannual report is consistent with the consolidated accounts for the \n\nfinancial year in question. SUB-SECTION 5 \n\nPub 11 cat ion \n\nArticle 112 \n\n1. The consolidated accounts, duly approved, and the consolidated \n\nannual report, together with the audit report, shall be published as laid \n\ndown In accordance with Article 3 of Directive 68/151/EEC by the laws of \n\nthe Member State in which the SE has its registered office. 2. Article 38 (3), (4) and (6) of Directive 83/349/EEC shall not \n\napply. 3. The \n\nmanagement \n\nboard \n\nand \n\nthe \n\nexecutive \n\nmembers \n\nof \n\nthe \n\nadministrative board shall be liable to the sanctions provided for [. ] if \n\nthe consolidated accounts and consolidated annual report are not published. - 126 -\n\nSECTION 3 \n\nBanks and Insurance companies \n\nArticle 113 \n\n1. SEs which are credit or financial Institutions shall comply, as \n\nregards the drawing up, auditing and publication of annual accounts and \n\nconsolidated accounts, with the rules laid down pursuant to Directive \n86/635/EEC1 by the national law of the State In which the SE has Its \n\nregistered off Ice. 2. SEs which are insurance companies shall comply, as regards the \n\ndrawing up, auditing and publication of annual accounts and consolidated \n\naccounts, with the rules laid down, pursuant to Directive [. which, \n\nsupplementing Directive 78/660/EEC, harmonizes the provisions governing the \n\nannual accounts and the consolidated accounts of insurance companies, by \n\nthe national law of the State in which the company has its registered \n\noffice]. OJ NO L 372, 31. A2. 1986, p. 1. - 127 -\n\nTitle VI \n\nGroups of companies \n\nArticle 114 \n\n1. Where an undertaking controls an SE, that undertaking's consequent \n\nrights and obligations relating to the protection of minority shareholders \n\nand third parties shall be those defined by tee law governing public \n\nlimited companies In the State where the SE has Its registered office. 2. Paragraph 1 shall not affect the obligations Imposed on the \n\ncontrolling undertaking by the legal system which governs It. - 128 -\n\nTitle viI \n\nWinding up, liquidation, insolvency and suspension of payments \n\nSECTION 1 \n\nWinding up \n\nArticle 115 \n\nAn SE may be wound up: \n\n1. upon the expiry of the duration laid down for It in the statutes or the \n\ninstrument of Incorporation, \n\n2. by resolution of the general meeting of shareholders, or \n\n3. by decision of the court of the place where the SE has Its registered \n\noffice : \n\n(a) where the subscribed capital of the company has been reduced below the \n\nminimum capital provided for in Article 4; \n\n(b) where the disclosure of annual accounts has not taken place in the \n\nSE's last three financial years; \n\n(c) on any ground laid down in the law of the place where the SE has its \n\nregistered office or provided for In the statutes or the Instrument of \n\nIncorporation. - 129 -\n\nArticle 116 \n\n(Winding up by resolution of the general meeting) \n\n1. A resolution of the general meeting of shareholders to wind up the SE \n\non any ground laid down by the statutes or instrument of incorporation \n\nshall require at least a simple majority of the votes attached to the \n\nsubscribed capital represented. 2. In all other cases a resolution of the general meeting of shareholders \n\nto wind up the SE shall require at least a two-thirds majority of the votes \n\nattached to the subscribed capital represented. The statutes may, however, \n\nlay down that, when at least half the subscribed capital is represented, \n\nthe simple majority referred to In paragraph 1 is sufficient. Article 117 \n\n(Winding up by the court) \n\n1. Winding-up proceedings may be brought in the court of the place where \n\nthe SE has its registered office by the administrative board, the \n\nmanagement board or the supervisory board of the SE, by any shareholder, or \n\nby any person with a legitimate Interest. 2. Where the SE Is able to remove the ground for winding up, the court may \n\ngrant it a period of time sufficient to allow it to do so. Article 118 \n\n(Publication of winding up) \n\nThe winding up shall be published In the manner referred to In Article 9. - 130 -\n\nArticle 119 \n\n(Wound-up SE to continue in existence) \n\n1. Where an SE is to be wound up as a result of a resolution to that \n\neffect of the general meeting of shareholders or upon the expiry of Its \n\nprescribed duration, the general meeting of shareholders may resolve that \n\nit is to continue In existence as long as there has been no distribution on \n\nthe basis of liquidation in accordance with Article 126. 2. The resolution that the company is to continue in existence shall be \n\npassed In accordance with Article 116(2), and published in the manner \n\nreferred to In Article 9. SECTION 2 \n\nLiquid\u00e2t Ion \n\nArticle 120 \n\n(Appointment of liquidators) \n\n1. The winding up of an SE shall entail the liquidation of its assets. The liquidation shall be carried out by one or more liquidators. 2. Liquidators shall be appointed : \n\n(a) by the statutes or Instrument of incorporation, or In the manner laid \n\ndown therein; or \n\n(b) by a resolution of the general meeting of shareholders acting by the \n\nsimple majority of the votes specified In Article 116(1); or \n\n(c) failing an appointment pursuant to (a) or (b), by the court In whose \n\nJurisdiction the registered office of the SE is situated on the \n\napplication of any shareholder or of the administrative board, the \n\nmanagement board or the supervisory board. 3. In the absence of an appointment pursuant to paragraph 2, the duties of \n\nliquidator shall be performed by the administrative board or the management \n\nboard. - 131 -\n\n4. The general \n\nmeeting \n\nshall \n\ndetermine \n\nthe remuneration \n\nof \n\nthe \n\nliquidators. Where the liquidators are appointed by a court in whose \n\njuridiction the registered office of the SE is situated, the court shall \n\ndetermine their remuneration. Article 121 \n\n(Removal of liquidators) \n\nThe liquidators may be removed before the termination of the liquidation: \n\n(a) where they were appointed in accordance with Article 120(2), (a) and \n\n(b) or where Article 120(3) applies, by a decision of the general \n\nmeeting acting by the simple majority of the votes specified In Article \n\n116(1), \n\n(b) Irrespective of the manner of appointment, by a court In whose \n\njurisdiction the registered office of the SE is situated, on petition \n\nof any person having a legitimate interest in the matter and showing a \n\nproper ground. Article 122 \n\n(Powers of liquidators) \n\n1. The liquidators may take all appropriate steps to liquidate the SE and, \n\nIn particular, shall terminate transactions pending, collect debts, convert \n\nremaining assets Into cash where this is necessary for their realisation \n\nand to pay the sums owing to creditors. The liquidators may undertake new \n\ntransactions to the extent necessary for the purposes of the liquidation. 2. The liquidators shall have the power to bind the SE In dealings with \n\nthird parties and to take legal proceedings on Its behalf. The appointment, termination of office and Identity of liquidators shall be \n\npublished in the manner referred to in ArtIcle 9. It must appear from the \n\ndisclosure whether the liquidators may represent the company alone or must \n\nact Jointly. - \n\n'22 -\n\nArticle 123 \n\n(LlablIity of IIquldators) \n\nThe rules on the civil liability of members of the administrative board or \n\nof the management board of an SE shall also apply to the civil liability of \n\nliquidators for wrongful acts committed in carrying out their duties. Article 124 \n\n(Accounting documents) \n\n1. The liquidators shall draw up a statement of the assets and liabilities \n\nof the SE on the date the winding up commenced. Any shareholder or \n\ncreditor of the SE shall be entitled to obtain a copy of this statement \n\nfree of charge, upon request. 2. The liquidators shall report on their activities to the general meeting \n\neach year. 3. The rules concerning the drawing up, auditing and publication of annual \n\naccounts or consolidated accounts and the approval of persons responsible \n\nfor carrying out the statutory audits of those accounts shall apply \n\nmutat is mutandis. Article 125 \n\n(Information supplied to creditors) \n\nThe notice of the winding up of the company provided for In Article 118 \n\nshall Invite creditors to lodge their claims, and shall Indicate the date \n\nafter which dlstrIbutIons on the basis of liquidation will be made. An invitation to lodge claims shall also be sent In writing to any creditor \n\nknown to the company. - 133 -\n\nArticle 126 \n\n(Distribution) \n\n1. No distribution on the basis of liquidation may be made to the \n\nbeneficiaries \n\ndesignated \n\nIn \n\nthe \n\nstatutes \n\nor \n\nthe \n\nInstrument \n\nof \n\nIncorporation, or falling any such designation to the shareholders, until \n\nall creditors of the company have been paid in full and the tlme-llmlts \n\nindicated In Articles 125 and 127(2) have expired. 2. After the creditors have been paid in full, and anything due to the \n\nbeneficiaries referred to In paragraph 1 has been distributed, the net \n\nassets of the SE shall, except where otherwise stated In the statutes or \n\nthe instrument of incorporation, be distributed among the shareholders In \n\nproportion to the nomlnai value of their shares. 3. Where the shares Issued by the SE have not all been paid up in the same \n\nproportion, the amounts paid up shall be repaid. In that case only the \n\nremaining net assets shall be distributed In accordance with paragraph 2. If the net assets are not sufficient to repay the amounts paid up, the \n\nshareholders shall bear the loss in proportion to the nominal value of \n\ntheir shares. 4. Where a claim on an SE has not yet fallen due or Is in dispute or where \n\nthe creditor is not known, the net assets may be distributed only If \n\nadequate security Is set aside for the creditor or If the assets remaining, \n\nafter a partial distribution represent sufficient security. - 134 -\n\nArticle 127 \n\n(Dlstr ibut ion plan) \n\n1. The liquidator or liquidators shall draw up a plan for the distribution \n\nof the net assets of the company pursuant to Article 126 after the date \n\nindicated In Article 125. 2. This plan shall be brought to the attention of the general meeting and \n\nof \n\nany \n\nbeneficiary \n\ndesignated \n\nin \n\nthe \n\nstatutes \n\nor \n\ninstrument \n\nof \n\nIncorporation. Any shareholder and any beneficiary may challenge the plan \n\nIn the court of the place where the SE has Its registered office within \n\nthree months of the date on which it was brought to the attention of the \n\ngeneral meeting or of that beneficiary. No distribution may be made until \n\nthat period has expired. 3. Where there is a challenge it shall be for the court to decide whether \n\nand to what extent any partial distributions may be made in the course of \n\nthe proceedings before the court takes its decision. Article 128 \n\n(Termination of liquidation) \n\n1. The liquidation shall be terminated when the distribution Is complete. 2. Where, after \n\nthe \n\nliquidation \n\nis terminated, \n\nfurther \n\nassets \n\nor \n\nliabilities of the SE come to light which were previously unknown, or \n\nfurther liquidation measures prove necessary, a court in whose jurisdiction \n\nthe registered office of the SE Is situated shall, on the application of \n\nany shareholder or creditor, renew the mandate of the former liquidators or \n\nappoint other liquidators. 3. Termination of liquidation and removal of the SE from the register \n\nreferred to In Article 8(1) shall be published in the manner referred to In \n\nArticle 9. 4. Following the liquidation, the books and records relating to the \n\nliquidation shall be lodged at the register referred to in paragraph 3. Any Interested party may examine such books and records. - 135 -\n\nSECTION 3 \n\nInsolvency and suspension of payments \n\nArticle 129 \n\nIn respect of Insolvency and suspension of payments the SE shall be subject \n\nto the law of the place where It has its registered office. Article 130 \n\n1. The opening of insolvency or suspension of payments proceedings shall \n\nbe notified for entry In the register by the person appointed to conduct \n\nthe proceedings. The entry In the register shall show the following: \n\n(a) the nature of the proceedings, the date of the order, and the court \n\nmaking It; \n\n(b) the date on which payments were suspended, if the court order provides \n\nfor this; \n\n(c) the name and address of the administrator, trustee, receiver, \n\nliquidator or any other person having power to conduct the proceedings, \n\nor of each of them where there are more than one; \n\n^d) any other information considered necessary. 2 \n\nWhere a court finally dismisses an application, for the opening of the \n\nproceedings referred to In paragraph 1 owing to want of sufficient assets, \n\nit shall, either of its own motion or on application by any Interested \n\nparty, order its decision to be noted in the register. 3. Particulars registered pursuant to paragraphs 1 and 2 shall be \n\npublished In the manner referred to in Article 9. - 136 -\n\nTitle VI I I \n\nMergers \n\nArticle 131 \n\n(Types of merger) \n\nAn SE may merge with other SEs or with other public limited companies \n\nincorporated under the law of one of the Member States in the following \n\nways: \n\n(a) \n\n(b) \n\n(c) \n\n(d) \n\nby forming a new SE; \n\nby the SE taking over one or more public limited companies; \n\nby a public limited company taking over the SE; \n\nby forming a new public limited company. Article 132 \n\n(Applicable law) \n\n1. Where the companies participating in the merger have their \n\nregistered offices in the same Member State, the provisions of national law \n\ngiving effect to Directive 78/855/EEC shall apply. 2. Where the companies participating in the merger have their \n\nregistered offices in different Member States, the provisions of Title M \n\nshall apply mutat is mutandis. - 137 -\n\nTitle IX \n\nPermanent establishments \n\nArticle 133 \n\n1. Where an SE has one or more permanent establishments In a \n\nMember State or a non-member State, and the aggregation of the profits and \n\nlosses for tax purposes of all such permanent establishments results In a \n\nnet loss, that loss may be set against the profits of the SE in the State \n\nwhere it Is resident for tax purposes. 2. Subsequent profits of the permanent establishments of the SE in \n\nanother State shall constitute taxable income of the SE in the State In \n\nwhich it Is resident for tax purposes, up to the amount of the losses \n\nimputed in accordance with paragraph 1. 3. Where a permanent establishment is situated in a Member State, the \n\nimputable losses under paragraph 1 and the taxable profits under paragraph \n\n2 shall be determined by the laws of that Member State. 4. Member States shall be free not to apply the provisions of this Article \n\nIf they avoid double taxation by allowing the SE to set the tax already \n\npaid by its permanent establishments against the tax due from It In respect \n\nof the profits realised by those permanent establishments. - 138 -\n\nTitle X \n\nSanctIons \n\nArticle 134 \n\nThe provisions of national law applicable to the infringement of the rules \n\nrelating to public limited companies shall apply to the infringement of any \n\nof the provisions of this Regulation. - 139 -\n\nTitle XI \n\nFinal provisions \n\nArticle 135 \n\nThe involvement of employees in the SE shall be defined In accordance with \n\nthe provisions adopted to give effect to Directive. by the Member \n\nState where the SE has Its registered office. Article 136 \n\nAn SE may be formed In any Member State which has implemented In national \n\nlaw the provisions of Directive [. on the involvement of employees in \n\nthe S E ]. Art icle 137 \n\nThis regulation shall enter into force on 1 January 1992. This regulation shall be binding in its entirety and directly applicable In \n\na I I Member States. Done at Brussels, \n\nFor the Commission \n\n\f- 140 -\n\nProposal for a \n\nCOUNCIL DIRECTIVE \n\ncomplementing the Statute for a European company with \n\nregard to the involvement of employees In the \n\nEuropean company \n\nTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\nHaving regard to the Treaty establishing the European Economic Community, \n\nand In particular Article 54 thereof, \n\nHaving regard to the proposal from the Commission, \n\nIn cooperation with the European Parliament, \n\nHaving regard to the opinion of the Economic and Social Committee, \n\nWhereas, in order to attain the objectives set out in Article 8a of the \n\nTreaty, Council Regulation No \n\nestablishes a Statute for a European \n\ncompany (SE); \n\nWhereas, In order to promote the economic and social objectives of the \n\nCommunity, arrangements should be made for employees to participate in the \n\nsupervision and strategic development of the SE; \n\nWhereas the great diversity of rules and practices existing In the Member \n\nStates as regards the manner \n\nIn which employees' representatives \n\nparticipate in supervision of the decisions of the governing bodies of \n\npublic limited companies makes it Impossible to lay down uniform rules on \n\nthe involvement of employees in the SE; \n\n\f- 141 -\n\nWhereas the laws of the Member States should therefore be coordinated with \n\na view to making equivalent the safeguards required for the protection of \n\nthe Interests of members and third persons, of public limited companies In \n\neach Member State, with due regard to the specific characteristics of the \n\noperation of such companies having their registered office In its \n\nterritory; whereas such coordination must take account of the fact that an \n\nSE Is created by a restructuring or cooperation operation Involving \n\ncompanies governed by the law of at least two Member States; \n\nWhereas account should be taken of the specific characteristics of the laws \n\nof the Member States by establishing for the SE a framework comprising \n\nseveral models of participation, and authorizing, first, Member States to \n\nchoose the model or models best corresponding to their national traditions, \n\nand, secondly, the management or the administrative board, as the case may \n\nbe, and the representatives of the employees of the SE or of Its founder \n\ncompanies to choose the model most suited to their social environment; \n\nWhereas the provisions of this Directive form an indissociable complement \n\nto the provisions of Regulation. and it Is therefore necessary to ensure \n\nthat the two sets of provisions are applied concomitantly, \n\nHAS ADOPTED THIS DIRECTIVE: \n\n\f- 142 \n\nArticle 1 \n\nThe coord InatIon measures prescribed by this Directive shall apply to the \n\nlaws, regulations and administrative provisions in the Member States \n\nconcerning the Involvement of employees in the SE. These measures are an essential supplement to Regulation. on the Statute \n\nfor a European company. Title 1: Models of participation \n\nArticle 2 \n\nMember States shall take the necessary measures to enable employees of the \n\nSE to participate in the supervision and strategic development of the SE In \n\naccordance with the provisions of this Directive. Article 3 \n\n1. Subject to the application of paragraph 5, the participation of SE \n\nemployees prescribed by Article 2 shall be determined In accordance with \n\none of the models set out in Articles 4, 5 and 6 by means of an agreement \n\nconcluded between the management boards and the administrative boards of \n\nthe founder companies and the representatives of the employees of those \n\ncompanies provided for by the laws and practices of the Member States. Where no agreement can be reached the management and administrative boards \n\nshall choose the model applicable to the SE. - 143 -\n\n2. An SE may not be formed unless one of the models referred to In \n\nArticles 4, 5 and 6 has been chosen. 3. Subject to the application of paragraph 5, the chosen model may be \n\nreplaced by another model In Articles 4, 5 and 6 by an agreement concluded \n\nbetween the management or the administrative board and the representatives \n\nof the employees of the SE. This agreement must be submitted for the \n\napproval of the general meeting. 4. Each Member State shall determine the manner \n\nin which the \n\nparticipation models shall be applied for SEs having their registered \n\noffice In Its territory. 5. A Member State may restrict the choice of the models referred to in \n\nArticles 4, 5 and 6 or make only one of these models compulsory for SEs \n\nhaving their registered office In Its territory. Section 1: Supervisory Board or Administrative Board \n\nArticle 4 \n\nThe appointment of members of the supervisory board or the administrative \n\nboard, as the case may be, shall be governed by the following rules: \n\n(I) \n\nat least one-third and not more than one-half of them shall \n\nbe appointed by the employees of the SE or their \n\nrepresentatives in that company, or \n\n(II) \n\nthey shall be co-opted by the board. However, the general \n\nmeeting of shareholders or the representatives of the \n\nemployees may, on specific grounds, object to the appointment \n\nof a particular candidate. In such cases the appointment may \n\nnot be made until an independent body established under \n\npublic law has declared the objection Inadmissible. - 144 -\n\nSection 2: Separate body \n\nArticle 5 \n\n1. A separate body shall represent the employees of the SE. The number \n\nof members of that body and the detailed rules governing their election or \n\nappointment shall be laid down in the statutes in consultation with the \n\nrepresentatives of the employees of the founder companies In accordance \n\nwith the laws or practices of the Member States. 2. The body representing the employees shall have the right: \n\n(a) \n\nat least once every three months, to be Informed by the \n\nmanagement board or the administrative board of the progress \n\nof the company's business, including that of undertakings \n\ncontrolled by It, and of Its prospects; \n\n(b) \n\nwhere it is necessary for the performance of its duties, to \n\nrequire from the management board or the administrative board \n\na report concerning certain of the company's business or any \n\ninformation or documents; \n\n(c) \n\nto be Informed and consulted by the management board or the \n\nadministrative board before any decision referred to in \n\nArticle 72 of Regulation \n\nIs implemented. 3. Article 74(3) of that Regulation shall apply to members of the \n\nseparate body. - 145 -\n\nSection 3: Other models \n\nArticle 6 \n\n1. Models other than those referred to In Articles 4 and 5 may be \n\nestablished by means of an agreement concluded between the management \n\nboards and the administrative boards of the founder companies and the \n\nemployees or their representatives in those companies. 2. The agreement reached shall provide at least for the employees of the \n\nSE or their representatives: \n\n(a) once every three months, to be Informed of the progress of the \n\ncompany's business, Including that of undertakings controlled by It, \n\nand of Its prospects; \n\n(b) \n\nto be Informed and consulted before any decision referred to In \n\nArticle 72 of Regulation \n\nis implemented. 3. Where the agreement provides for a collegiate body representing the \n\nemployees, that body may require the management board or the administrative \n\nboard to provide the Information necessary for the performance of Its \n\ndut les. 4. The agreement sha11 provide that the employee's representatives must \n\nobserve the necessary discretion \n\nin relation to any confidential \n\ninformation they hold on the SE. They shall be bound by this obligation \n\neven after their duties have ceased. 5. If the law of the State where the SE has Its registered office so \n\npermits, the agreement \n\nmay permit \n\nthe management \n\nboard or \n\nthe \n\nadministrative board of the SE to withhold from the employees or their \n\nrepresentatives any Information the disclosure of which might seriously \n\nJeopardize the interests of the SE or disrupt its projects. 6. The parties to the negotiations may be assisted by experts of their \n\nchoice at the expense of the founder companies. - 146 -\n\n7. The agreement may be concluded for a fixed period and re-negotlated \n\nupon expiry of that period. However, the agreement concluded shall remain \n\nin force until the entry Into force of the new agreement. 8. Where the two parties to the negotiations so decide, or where no \n\nagreement such as is mentioned in paragraph 1 can be reached, a standard \n\nmodel, provided by the law of the State where the SE has Its registered \n\noffice, shall apply to the SE. This model shall be In conformity with the \n\nmost advanced national practices and shall ensure for the employees at \n\nleast the rights of Information and consultation provided for by this \n\narticle. Election of the representatives of the employees of the SE \n\nSect Ion 4: \n\nArticle 7 \n\nThe representatives of the employees of the SE shall be elected In \n\naccordance with systems which take into account, in an appropriate manner, \n\nthe number of staff they represent. All employees must be able to participate In the vote. The election shall be conducted in accordance with the laws or practices of \n\nthe Member States. Article 8 \n\nThe first members of the supervisory board or the administrative board to \n\nbe appointed by the employees and the first members of the separate body \n\nrepresenting the employees shall be appointed by the representatives of the \n\nemployees of the founder companies in proportion to the number of. employees \n\nthey represent and in accordance with the laws or practices of the \n\nMember States. Those first members shall remain in office until such time \n\nas the requirements for electing the representatives of the employees of \n\nthe SE are satIsfled. - 147 -\n\nSection 5 \n\nArticle 9 \n\n1. The management board or the administrative board of the SE shall \n\nprovide the representatives of the employees with such financial and \n\nmaterial resources as enable them to meet and perform their duties in an \n\napproprI ate manner. 2. The practical arrangements for making available such financial and \n\nmaterial \n\nresources \n\nshall \n\nbe \n\nsettled \n\nin \n\nconsultation \n\nwith \n\nthe \n\nrepresentatives of the employees of the SE. Representation of employees In the establishments of the SE \n\nSect Ion 6: \n\nArticle 10 \n\nSave as otherwise provided in this Directive, the status and duties of the \n\nrepresentatives of the employees or of the body which represents them, for \n\nwhich provision Is made in the establishments of the SE, shall be \n\ndetermined by the laws or practices of the Member States. Title 2: Employee participation In the \n\ncapital or In the profit or loss of the SE \n\nSection 1 \n\nArticle 11 \n\nEmployee participation in the capital or in the profits or losses of the SE \n\nmay be organised by means of a collective agreement negotiated and \n\nconcluded by the management boards and the administrative boards of the \n\nfounder companies, or of the SE when constituted, and the employees or \n\ntheir representatives who are duly authorised to negotiate In those \n\ncompan i es. - 148 -\n\nFinal provisions \n\nArticle 12 \n\n1. Member States shall bring into force the laws, regulations and \n\nadministrative provisions necessary to comply with this Directive by 1 \n\nJanuary 1992. They shall Immediately communicate the measures taken to the \n\nCommission. The provisions adopted pursuant to the first sub-paragraph shall make \n\nexpress reference to this Directive. 2. Member States shall communicate to the Commission the main provisions \n\nof domestic law which they adopt in the field covered by this Directive. Article 13 \n\nThis Directive is addressed to the Member States. Done at Brussels, \n\nFor the Council \n\n\f\fANNEX - CALENDAR FOR THE REGULATION AND THE DIRECTIVE \n\nTRANSMISSION TO THE COUNCIL, THE EUROPEAN PARLIAMENT \nAND THE ECONOMIC AND SOCIAL COMMITTEE \n\nAUGUST 1989 \n\nOPINION OF THE EUROPEAN PARLIAMENT ON FIRST \nREADING AND OF THE ECONOMIC AND SOCIAL COMMITTEE \n\nCOMMON POSITION OF THE COUNCIL \n\nOPINION OF PARLIAMENT ON SECOND READING \n\nADOPTION BY COUNCIL \n\nAPPLICATION OF THE REGULATION \n\nNOTIFICATION OF THE DIRECTIVE TO THE \nTO THE MEMBER STATES \n\nIMPLEMENTATION OF THE DIRECTIVE \nIN NATIONAL LAW \n\nDECEMBER 1989 \n\nMARCH 1990 \n\nJULY 1990 \n\nOCTOBER 1990 \n\n1 JANUARY 1992 \n\nNOVEMBER 1990 \n\n1 JANUARY 1992 \n\n\f\f\fISSN 0254-1475 \n\nCOM<89) 268 final \n\nDOCUMENTS \n\n05 06 \n\n25. 8. 1989 \n\nEN \n\nCatalogue number : CB-CO-89-367-EN-C \n\nISBN 92-77-52575-4 \n\nOffice for Official Publications of the European Communities \nL-2985 Luxembourg"}
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{"cellarURIs": "http://publications.europa.eu/resource/cellar/f45666d0-a6f1-4c93-b322-849f271b7269", "title": "Question No 61 by Mr ROGALLA (H-212/89) to the Commission: Personal checks at internal frontiers", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,ROGALLA", "date": "1989-08-23", "subjects": "admission of aliens,cooperation policy,drug traffic,fight against crime,free movement of persons,public safety,simplification of formalities,terrorism", "workIds": "celex:91989H000212", "eurovoc_concepts": ["admission of aliens", "cooperation policy", "drug traffic", "fight against crime", "free movement of persons", "public safety", "simplification of formalities", "terrorism"], "url": "http://publications.europa.eu/resource/cellar/f45666d0-a6f1-4c93-b322-849f271b7269", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/7da4bcb8-1ebe-48ea-ab71-565cbcb22c32", "title": "Question No 34 by Mr LALOR (H-186/89) to the Commission: Proposed venture between SABENA/KLM/BA", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,LALOR", "date": "1989-08-23", "subjects": "Belgium,Netherlands,United Kingdom,air transport,competition,joint venture,shareholding,transport company", "workIds": "celex:91989H000186", "eurovoc_concepts": ["Belgium", "Netherlands", "United Kingdom", "air transport", "competition", "joint venture", "shareholding", "transport company"], "url": "http://publications.europa.eu/resource/cellar/7da4bcb8-1ebe-48ea-ab71-565cbcb22c32", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/89aa8ca2-bfa9-4e7d-bd31-b03749eb2aac", "title": "Commission Regulation (EEC) No 2554/89 of 23 August 1989 re-establishing the levying of customs duties on yarn of staple or waste artificial fibres, products of category No 23 (order No 40.0230), originating in Indonesia to which the preferential tariff arrangements of Council Regulation (EEC) No 4259/88 apply", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-23", "subjects": "Indonesia,man-made fibre,restoration of customs duties,tariff preference,textile fibre", "workIds": "celex:31989R2554,oj:JOL_1989_248_R_0006_022", "eurovoc_concepts": ["Indonesia", "man-made fibre", "restoration of customs duties", "tariff preference", "textile fibre"], "url": "http://publications.europa.eu/resource/cellar/89aa8ca2-bfa9-4e7d-bd31-b03749eb2aac", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/4c262ccf-921c-4844-a74a-b71eafce2f41", "title": "Commission Regulation (EEC) No 2553/89 of 23 August 1989 re-establishing the levying of customs duties on men's or boys'jackets excluding waister jackets and blazers, other than knitted or crocheted, products of category No 17 (order No 40.0170), originating in Pakistan to which the preferential tariff arrangements of Council Regulation (EEC) No 4259/88 apply", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-23", "subjects": "aid per hectare,leguminous vegetable", "workIds": "celex:31989R2553,oj:JOL_1989_248_R_0005_021", "eurovoc_concepts": ["aid per hectare", "leguminous vegetable"], "url": "http://publications.europa.eu/resource/cellar/4c262ccf-921c-4844-a74a-b71eafce2f41", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/b3fe6e6f-3ff8-41bc-a00d-d2867056a532", "title": "Question No 7 by Mr LANE (H-178/89) to the Council: Rural Policy", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,LANE", "date": "1989-08-23", "subjects": "EAGGF Guidance Section,Structural Funds,farm development plan,less-favoured region,policy on agricultural structures,regional disparity,regional planning,rural development,rural region", "workIds": "celex:91989H000178", "eurovoc_concepts": ["EAGGF Guidance Section", "Structural Funds", "farm development plan", "less-favoured region", "policy on agricultural structures", "regional disparity", "regional planning", "rural development", "rural region"], "url": "http://publications.europa.eu/resource/cellar/b3fe6e6f-3ff8-41bc-a00d-d2867056a532", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/d7f82015-5937-40fa-8f89-9745c57fd2c2", "title": "Question No 8 by Mr ANDREWS (H-191/89) to the Council: European Environment Agency", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "ANDREWS,European Parliament", "date": "1989-08-23", "subjects": "Irish Sea,Mediterranean Sea,North Sea,algae,environmental protection,marine pollution,motor vehicle pollution,nuclear safety,radioactive pollution,stratospheric pollution,waste disposal", "workIds": "celex:91989H000191", "eurovoc_concepts": ["Irish Sea", "Mediterranean Sea", "North Sea", "algae", "environmental protection", "marine pollution", "motor vehicle pollution", "nuclear safety", "radioactive pollution", "stratospheric pollution", "waste disposal"], "url": "http://publications.europa.eu/resource/cellar/d7f82015-5937-40fa-8f89-9745c57fd2c2", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/c36cadaf-01ff-4b83-b0c3-f66356e95d0b", "title": "Commission Regulation (EEC) No 2555/89 of 23 August 1989 re-establishing the levying of customs duties on nightshirts, pyjamas, knitted or crocheted, products of category No 24 (order No 40.0240), originating in India to which the preferential tariff arrangements of Council Regulation (EEC) No 4259/88 apply", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-23", "subjects": "India,knitted and crocheted goods,restoration of customs duties,tariff preference", "workIds": "celex:31989R2555,oj:JOL_1989_248_R_0007_023", "eurovoc_concepts": ["India", "knitted and crocheted goods", "restoration of customs duties", "tariff preference"], "url": "http://publications.europa.eu/resource/cellar/c36cadaf-01ff-4b83-b0c3-f66356e95d0b", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/c1f9f7ca-a434-47df-9daf-1a93c8bf1052", "title": "Commission Regulation (EEC) No 2557/89 of 23 August 1989 laying down detailed rules applicable to the free supply of certain cereals to Poland as provided for in Council Regulation (EEC) No 2247/89", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-23", "subjects": "Poland,cereals,export licence,food aid,intervention agency,intervention price,invitation to tender", "workIds": "celex:31989R2557,oj:JOL_1989_248_R_0010_025", "eurovoc_concepts": ["Poland", "cereals", "export licence", "food aid", "intervention agency", "intervention price", "invitation to tender"], "url": "http://publications.europa.eu/resource/cellar/c1f9f7ca-a434-47df-9daf-1a93c8bf1052", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/956a8b12-42ce-4204-a241-763b777c8f2c", "title": "Question No 51 by Mr PIERROS (H-172/89) to the Commission: Olive-oil subsidies for Greek olive-oil producers in respect of 1987 and 1988", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,PIERROS", "date": "1989-08-23", "subjects": "EAGGF,Greece,olive oil,olive-growing,production aid", "workIds": "celex:91989H000172", "eurovoc_concepts": ["EAGGF", "Greece", "olive oil", "olive-growing", "production aid"], "url": "http://publications.europa.eu/resource/cellar/956a8b12-42ce-4204-a241-763b777c8f2c", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/b6590cab-d483-46f9-ad35-0c939ec7293a", "title": "Question No 62 by Mrs JENSEN (H-214/89) to the Commission: West German protectionism in the wine sector", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,JENSEN", "date": "1989-08-23", "subjects": "Chile,Denmark,Germany,food inspection,free movement of goods,import,originating product,protectionism,wine", "workIds": "celex:91989H000214", "eurovoc_concepts": ["Chile", "Denmark", "Germany", "food inspection", "free movement of goods", "import", "originating product", "protectionism", "wine"], "url": "http://publications.europa.eu/resource/cellar/b6590cab-d483-46f9-ad35-0c939ec7293a", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/b263796f-fdee-4793-8298-6dccef5f27c5", "title": "Question No 6 by Mr FITZSIMONS (H-177/89) to the Council: Ozone layer", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,FITZSIMONS", "date": "1989-08-23", "subjects": "Sweden,atmospheric conditions,environmental protection,ozone,pollution control measures,stratospheric pollutant,stratospheric pollution", "workIds": "celex:91989H000177", "eurovoc_concepts": ["Sweden", "atmospheric conditions", "environmental protection", "ozone", "pollution control measures", "stratospheric pollutant", "stratospheric pollution"], "url": "http://publications.europa.eu/resource/cellar/b263796f-fdee-4793-8298-6dccef5f27c5", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/bced9ec5-a9a7-434a-bbfa-f37ab120a793", "title": "89/511/EEC: Commission Decision of 22 August 1989 terminating the anti-dumping proceeding concerning imports of hydraulic excavators originating in Japan", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#decision,http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-22", "subjects": "Japan,construction equipment,import", "workIds": "celex:31989D0511,oj:JOL_1989_249_R_0071_048", "eurovoc_concepts": ["Japan", "construction equipment", "import"], "url": "http://publications.europa.eu/resource/cellar/bced9ec5-a9a7-434a-bbfa-f37ab120a793", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/605d2e2c-928e-426c-9671-b03f8b1695d8", "title": "Commission Regulation (EEC) No 2536/89 of 21 August 1989 reintroducing the levying of the customs duties applicable to articles of jewellery and parts thereof, of precious metal falling within CN codes 7113 11 00 and 19 00, originating in Thailand benefiting from the tariff preferences provided for by Council Regulation (EEC) No 4257/88", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-21", "subjects": "Thailand,jewellery and goldsmith's articles,restoration of customs duties,tariff preference", "workIds": "celex:31989R2536,oj:JOL_1989_245_R_0007_014", "eurovoc_concepts": ["Thailand", "jewellery and goldsmith's articles", "restoration of customs duties", "tariff preference"], "url": "http://publications.europa.eu/resource/cellar/605d2e2c-928e-426c-9671-b03f8b1695d8", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/45237851-bba1-4512-8dfc-616b33148d73", "title": "Decision No 2/89 of the EEC-Austria Joint Committee of 21 August 1989 altering the limits expressed in ecus in Article 8 of Protocol 3 concerning the definition of the concept of originating products and methods of administrative cooperation", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_body_agreement_international,http://publications.europa.eu/ontology/cdm#agreement_international,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "EEC\u2013Austria Joint Committee", "date": "1989-08-21", "subjects": "Austria,administrative cooperation,agreement (EU),euro,national currency,originating product", "workIds": "celex:21989D1031(01)", "eurovoc_concepts": ["Austria", "administrative cooperation", "agreement (EU)", "euro", "national currency", "originating product"], "url": "http://publications.europa.eu/resource/cellar/45237851-bba1-4512-8dfc-616b33148d73", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/63ddf211-df81-4c5c-b8ad-0672adb2f1ef", "title": "Decision No 2/89 of the EEC-Switzerland Joint Committee of 21 August 1989 altering the limits expressed in ecus in Article 8 of Protocol 3 concerning the definition of the concept of originating products and methods of administrative cooperation", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_body_agreement_international,http://publications.europa.eu/ontology/cdm#agreement_international,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "EEC\u2013Switzerland Joint Committee", "date": "1989-08-21", "subjects": "Switzerland,administrative cooperation,agreement (EU),euro,national currency,originating product", "workIds": "celex:21989D1031(06)", "eurovoc_concepts": ["Switzerland", "administrative cooperation", "agreement (EU)", "euro", "national currency", "originating product"], "url": "http://publications.europa.eu/resource/cellar/63ddf211-df81-4c5c-b8ad-0672adb2f1ef", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/a2c71b6f-a658-4094-89f9-2c45a927137b", "title": "Commission Regulation (EEC) No 2530/89 of 18 August 1989 fixing the special rates for converting the free-at- frontier reference prices of imported liqueur wines into national currency", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-18", "subjects": "exchange rate,fortified wine,free-at-frontier price,reference price", "workIds": "celex:31989R2530,oj:JOL_1989_243_R_0014_020", "eurovoc_concepts": ["exchange rate", "fortified wine", "free-at-frontier price", "reference price"], "url": "http://publications.europa.eu/resource/cellar/a2c71b6f-a658-4094-89f9-2c45a927137b", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/c0c1342d-b0e6-46e6-a1a2-d112add60cb2", "title": "Commission Regulation (EEC) No 2487/89 of 14 August 1989 amending Regulation (EEC) No 2375/89 on the supply of refined sunflower oil to the Arab Republic of Egypt as food aid", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-14", "subjects": "Egypt,food aid,sunflower seed oil", "workIds": "celex:31989R2487,oj:JOL_1989_238_R_0023_025", "eurovoc_concepts": ["Egypt", "food aid", "sunflower seed oil"], "url": "http://publications.europa.eu/resource/cellar/c0c1342d-b0e6-46e6-a1a2-d112add60cb2", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/46289bc7-ca6c-415c-9730-6e01625c4b75", "title": "Commission Regulation (EEC) No 2476/89 of 11 August 1989 re-establishing the levying of customs duties on prepared unrecorded media for sound recording or similar recording of other phenomena and records, tapes and other recorded media for sound or other similarly recorded phenomena falling within CN codes 8523 and 8524 originating in China to which the preferential tariff arrangements set out in Council Regulation (EEC) No 4257/88 apply", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-11", "subjects": "China,audiovisual equipment,recording equipment,restoration of customs duties", "workIds": "celex:31989R2476,oj:JOL_1989_235_R_0019_025", "eurovoc_concepts": ["China", "audiovisual equipment", "recording equipment", "restoration of customs duties"], "url": "http://publications.europa.eu/resource/cellar/46289bc7-ca6c-415c-9730-6e01625c4b75", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/a172adf9-0e9e-494e-bd21-1f1927a9016c", "title": "Decision No 3/89 of the EEC-Finland Joint Committee of 11 August 1989 altering the limits expressed in ecus in Article 8 of Protocol 3 concerning the definition of the concept of originating products and methods of administrative cooperation", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_body_agreement_international,http://publications.europa.eu/ontology/cdm#agreement_international,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "EEC\u2013Finland Joint Committee", "date": "1989-08-11", "subjects": "Finland,administrative cooperation,agreement (EU),euro,national currency,originating product", "workIds": "celex:21989D1031(02)", "eurovoc_concepts": ["Finland", "administrative cooperation", "agreement (EU)", "euro", "national currency", "originating product"], "url": "http://publications.europa.eu/resource/cellar/a172adf9-0e9e-494e-bd21-1f1927a9016c", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/4f216bcc-13bf-49e2-a1ea-2019e15b87ab", "title": "Commission Regulation (EEC) No 2462/89 of 10 August 1989 re-establishing the levying of customs duties on tents, products of category 91 (order No 40.0910), originating in China, to which the preferential tariff arrangements set out in Council Regulation (EEC) No 4259/88 apply", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-10", "subjects": "manufactured goods,restoration of customs duties,tariff preference,textile fibre", "workIds": "celex:31989R2462,oj:JOL_1989_234_R_0011_024", "eurovoc_concepts": ["manufactured goods", "restoration of customs duties", "tariff preference", "textile fibre"], "url": "http://publications.europa.eu/resource/cellar/4f216bcc-13bf-49e2-a1ea-2019e15b87ab", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/e4b97831-2523-42bb-80a0-44fddd6ed219", "title": "Commission Regulation (EEC) No 2463/89 of 10 August 1989 re-establishing the levying of customs duties on trousers, knitted or crocheted, products of category 28 (order No 40.0280), babies'garments, products of category 68 (order No 40.0680), and nets and netting, cordage or rope, products of category 97 (order No 40.0970), originating in Thailand, to which the preferential tariff arrangements set out in Council Regulation (EEC) No 4259/88 apply", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-10", "subjects": "Thailand,fishing net,restoration of customs duties,tariff preference", "workIds": "celex:31989R2463,oj:JOL_1989_234_R_0012_025", "eurovoc_concepts": ["Thailand", "fishing net", "restoration of customs duties", "tariff preference"], "url": "http://publications.europa.eu/resource/cellar/e4b97831-2523-42bb-80a0-44fddd6ed219", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/a5f9d18c-75c0-40a5-9b84-c933cc64a010", "title": "PROPOSAL FOR A COUNCIL DECISION RELATING TO THE ADOPTION OF A COMMUNITY ACTION PROGRAMME IN THE FIELD OF VOCATIONAL TRAINING AND TECHNOLOGICAL CHANGE ( EUROTECNET II )", "langIdentifier": "ENG", "mtypes": "pdf,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_decision_ec,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-10", "subjects": "EU programme,fight against unemployment,integration into employment,new technology,technological change,vocational training", "workIds": "celex:51989PC0355,comnat:COM_1989_0355_FIN,oj:JOC_1989_242_R_0007_01", "eurovoc_concepts": ["EU programme", "fight against unemployment", "integration into employment", "new technology", "technological change", "vocational training"], "url": "http://publications.europa.eu/resource/cellar/a5f9d18c-75c0-40a5-9b84-c933cc64a010", "lang": "eng", "formats": ["pdf", "pdfa1b", "print"], "text": "COMMISSION OF THE EUROPEAN COMMUNITIES \n\nC0M(89) 355 final \n\nBrussels, 10 August 1989 \n\nProposal for a \n\nCOUNCIL DECISION \n\nrelating to the adoption of a Community action programme In the \n\nfield of vocational training and technological change \n\n(EUROTECNET II) \n\n(presented by the Commission) \n\n\fProposal for a Council Decision concerning \na Community Action Programme \nin the Field of Vocational Training \nand Technological Change \n\nE U R O T E C N ET II \n\nI - INTRODUCTION - THE BACKGROUND \n\n1. Initiated by the Council Resolution of June 2, 1983, and operational \nsince 1985, the Community Action Programme on Vocational Training and \nNew Information Technologies, called EUROTECNET, had a-network of more \nthan 130 projects which interacted with each other, exchanging exper \niences and transferring lessons and good training practices. Through the programme, training professionals in all Member States were \nable to keep to the forefront in developing and adapting methods and \nmaterials aimed at the various target groups, such as poorly-qualified \nyoung people, women, unemployed workers, and workers in companies \nwhose skills were outdated. In addition policy makers in Member \nStates were able to benefit from the. wider window offered by \nEUROTECNET on training innovations when proposing changes in national \nsystems. The network itself ensured that innovative experience from \none Member State could be disseminated in ether ones, thereby re \ninforcing the qualitative impact on national training systems. The \noperation of the network and related activities also provided the \nsociai partners with a means of developing the Scciai Dialogue en \ntechnology training questions, such as the co-operation launched in \nthe construction industry. It is now recognised that two interrelated factors will hr:= a d\u00e9cis \nive impact on the evolution of the labour markets in Europe: Htechno \nlogical chance\" which will make the integrated market economically and \nstructurally possible, and the \"completion ci the single market\", \nwhich represents the indispensable economic condition to fester tech \nnological change itself : \n\na) \n\ntechnological chance, which influences work tasks and \u2022\u2022crh Oi-::a;:-\nisation, creates new qualification requirement-;, changes :rcf^s-\nsional roles and classifications, and- dce'ply alters the natur,- ci. l. L u \u00ef m l^ \n\ni w. ^ w. w i. Si \n\n\u2022Aw \n\n'\u2022=-. \u2014 A*\u00bb \n\n_. \u00ab \u00ab. -. _ \u2022\u00bb v* -. \u2014 \u00ab. \u00bb \u00bb. \u00ab ,\u00ab \n\na\u00ab. <. \u00bb \u2022. \u00ab^ \n\n-\u2022. \u2014 \n\n*\u2022 V> \u2022:. \u2022 \n\\. i i <i \n\nf\u00bb'^\u00ab-\u00bb\"i^Nr>\"i-\"f \nt U l l v h ^ V t t. l. lj W * \n\ni~~ \n\n\" a \u00bb\u2022 *\"s nnr3 \n\ne - \u2022?< \"\u2022 * ~r\\ ~ s - - ~. ' - \" \u00ab \u00bb i e* \n\ni W*. ) >~ M il VA 5. <* \u2014 \u2022\u2022 \n\nc. \u00bb v - \u00bb ^ \u00ab. -. \u2014 w\u2014. b) the perspective of the completion of the single market by 1393, \nwill radically transform the scope of labour market mobility, \nchange the nature of labour force movements and the relative \nvalue of qualifications and human resources in the socio-economic \nfield, and necessitate a greater effort to ensure economic and \nsocial cohesion as an essential component of the single market. The development of training provision in view of these interrelated \nfactors, is the corner stone of the philosophy behind the EUROTECNET \nprogramme. The greater role played by enterprises in training has led to new \ntypes of cooperation between social partners and training actors, \nrecognising the positive impact of public-private partnership and/cr \ninter-enterprises consortia for technological transfers (with parti \ncular regard for Slit's), and transnational cooperation in view of the \nsingle market. 4. It is increasingly recognised that the changes required in vocational \ntraining should not just adapt qualifications retrospectively, as a \nresult of new technological processes and consequent industrial \nrestructuring, but rather should anticipate future trends. Thus \nthrough proper policies vocational training can contribute to maxim \nising the results of technological investment, thereby assisting \neconomic and social progress. 5. Another significant part of recent technological advance has been the \nincreased use of new technologies for training itself, not only en \nhancing its efficiency, making training delivery economically and \neducationally more effective, but radically changing the role and \nfunctions of those involved in it, demanding new types of trainers for \nfulfilling new training functions, as well as inculcating new atti \ntudes in trainees (self learning competency). EURCTECMET I stimulated a wide range of interest in and demand for \nactivities which require a new Decision in order to provide the has:is \nfer a reinforcement and extension of the programme. The positive \nreaction of the actors, both policy makers in Member States and \n\"^*\"-1\"a*\"'*>**C \n^ (. a T\" V\\** ~ SiC T 1 s v a1 \nCtC ^ ,1 va, C tb wC <<=\u2022>/ \n\nViae \u00c0 j i i f t \u00ab s r i ' t \u00bb ; (> \"\"\"\u00bb. '. ' \u2014 C. ^ wS v. \u00ab. -. v C ~ \n\ni\u00bb. 1 -A ~ ^ \n\ni\u00bb s, C. '. w e. l. v v. C S V\u00bb. iCtw \n\nv. s. v. iw \n\ni V \"* - ^ ^ ~ \"\"*. \u2022: \n\nCommunity to cope with and master technological chance through the \nEURCTECMET programme. While the fundamental basic structure will be retained in EURCTECMET \nII (i. e. the network of demonstration projects), an increasing effort \nwill be made to build links betveer. individual projects from several \nMember States. These links will generate joint training projects to \nimprove training methodologies and materials, is well as the greater \npotential for the transfer of good training practic to regions \nm \nneed of modernisation. In addition the greater emphasis to be attached to. _. ;. \u2022. _. ,\u2022\u201e. \u2022--j-. ai: \ntraining innovation in individual sectors will stimulate better co \noperation between the social partners involved (in response to calls \nmade in the context of the Social DiaiocuV; as well as enhancir. o the \n\nn. -\n\n\f1\"\u2022:. :vear -i \noransnacionai crcss-tertiiisaticn c: training innovation. efforts will also be made to identify the connections oetwe-n \ntechnological innovation and the qualifications and jobs of the \nfuture, particularly in connection with the likely downstream impact \nor Community RTD programmes on goods and services. Other key issues arising out of the operation of EUROTECIIET I and \nrequiring considerable extra attention in the new programme include \nthe changing role of trainers faced by technological change, the use \nof the new technologies themselves in the training process as cost \neffective delivery mechanisms, and the increasing complexities faced \nby smaller companies in acquiring and keeping technological expertise. An important aspect of the renewed programme is the emphasis on new \ntechnologies or technological change as opposed to the concentration \nexclusively on new information technologies as in EUROTECNET I. This \nshift in emphasis responds to the need for the programme to encompass \nthe changes engendered by the most advanced technologies and the \ncombination of skills (multiskilling) called for by the marriage of \ndifferent scientific disciplines, which extend beyond information \nof \ntechnologies \ntechnological \non \ntechnological change will also facilitate the links to be developed \nwith the Community RTD programmes, covering as they do a wide range of \ntechnologies and potential impact on skills and training. Finally the \nterm new information technologies itself is no longer sufficiently \nprecise for most operators in the training field and could give rise \nto misunderstandings. are particularly evident in the \nin individual sectors. impact \nThe accent \n\nchanges \n\nand \n\nGreat care will be taken in the execution of the programme to ensure \nthe concentration of effort in particular areas. This task will be \nfacilitated by the more pronounced sectoral aspect to the programme \n(in co-operation with the social partners) and the strong links to be \nestablished with the Community RTD programmes. The specific fields or \ntechnologies on which to concentrate during the course of EUROTECNET \nII will be defined in co-operation with the Member States to ensure \nthe continuing relevance of the programme for national priorities, \nwhile at the same time providing the necessary co-ordination at \nCommunity level. In the execution of the programme attention will be paid to \nt:^ \npossibility of developing contacts with similar initiatives in the \n# \u00ab -a \". J *\\+ \n\nr <a <- \"~ \u2022\"> \"-1 ;\"\u2022\u2022\u2022* \"' \"\u00ee 1 \n\n/\u2022\u2022 \"n o \"\">\u2022\"\u00bb a V M C '\u00bb \n\nv v a r \"i (\">*>\u2022* 1 \n\nf ^ ^ ^ P - n r* \n\n'\u00bb* * - - a \n\n3 \u00ef* f\u00ee \n\n' < s i 2r \n\n7. 3. specific rules and restrictions governing the utilisation of the \nEuropean Social Fund. -\u2022\u2022 A:,?. -<\u2022* TTJ'TPT /'Twi^\u00bbr\u00bb Q + Industrial and Emoloverc \n\n\u2022\"\u2022'-'-I \n-. ~^. _\\ j^d ETUC (Eurcoean Trade Union Confederation) ;learlv favour a \nrontmuation of the EUROTECIIET programme and the Advisory Committee o: \nVocational Training at its meeting on S C\u00ebcember 1922 unanimously adopted a \nfavourable opinion. Confederation of \n\n\fA renewal of the EUROTECMET programme would also be central to the Joint \nopinion of the Working Party on Social Dialogue and the Mew Technologies \nconcerning Training and Motivation of 6 March 1987 (Val Duchesse), and the \nspirit of the conclusions adopted by the Social Dialogue Steering group of \n12 January 1989. The Commission proposes the following decision to renew and extend the \nEUROTECMET programme. II - AIMS AND MODALITIES \n\n1. The EUROTECNET II programme will have two principal objectives : \n\nto improve the capacity for basic and continuing training \nin the \nEuropean Community to take account of \ntechnological changes and their impact on employment, work \nand qualifications ; \n\nto assist in the design and development of future training provi \nsion, in order to take account of the implications of future \ntechnological developments for new and existing occupations and \nprovide for the necessary new skills and qualifications required. The first principal objective is aimed at developing and improving \ntraining provision, and will include information and training acti \nvities for key actors in the field, the fostering of transnational \ncooperative ventures within the network, transfer of expertise, espec \nially in favour of less developed regions or certain sectors, coordin \nated visits and exchanges, a Community wide clearing house for ex \nchangeable learning materials, \ndissemination and information activ \nities, especially using new technologies. The second principal objective is aimed at contributing to the design \nc. -. >o v c. ^j. viK ~. v. \" C^ ^ _ _*o. '. L11^ i. m i. ii. vi ^i. ^i. ^e>^^. , \n\n&\u00bb*\u00ab\u00bb *'. !. -. \u2014 ^. e. e \n\n\u2014 ~ J ^v^. _-. \u2014 -i-a\u00bb-. '-; r-_/j\u00ab. \u00bb ' u -. _i. ^ -. v\u00bb \u2022'. ^ A \u2014. t \u2014. i M ^(\u00abf. w l ^. :: , ; e. \u2014-< \u00ab \nish a dialogue on future training needs with interested partners, and \n:reate links with Community RTD programmes which have qualifi \ncations and training implications \n\n'^. 2 ways and means through which the Commission proposes to have these \nobjectives achieved fall into two categories. The first will comprise a common framework of principles for the \ndevelopment and improvement of training policies and systems in the \n*\"\\ 2,'t \n\"* **. le. ' v cU. ***w \u2014-''\u2022M \u00ab es \u2014-i \n\n\" A \u2022*' \"eVS \u2022>\". C. J C. J k , a v ca \n\n* \"* '-li. \"*\u00bb C J\u00cf \u2022 * * \u00a3 C \n- * * c. oc \u2022 J c\u2014 \u2022 \n\n\"CC;f,'rt ***\">* fT*\"\"i:CiC \n\n\" H^ \n\u2022- *ic \n\n*s ^ \"3 ^ 2\u00cf e \n\ni c. ;. ~. \u00bb. e \n- \u2022- \n\"easures taken bv and \"ichm Member States \n\n\u2022_\u00bb. \u2022 __ \u2014 ~. c \u00ab v ^. ^ t. ca Lv/ s U^ J w. w. -. ^ _\u00a3 <e a \n'ii-. \u00bb. i \n\ni f c U cS \n\n^. ^. -. j \n\n_ -. \u00bb \n\n\u2022. _ -. c i i U t cS <-0 Oc \n\nl -. p - : * x. w e- \n\n^ \n\niliu. 5 Ur i. _ e. e. 4 w. e \n\n\fThe EUROTECNET II programme should extend over a period of 5 years, \nstarting at the beginning of 1990. The estimation of needs until 1992 \nestablished within the framework cf present financial forecasts 1SS3 \nto 1992 amounts to 29 MECUs, approximately 21. 5 MECUs ci which is \nexpected to be financed under the European Social Fund. Budget line \n35342 will cover the cost of the various supporting measures or \nexchange, animation, technical support, joint ventures, expertise \nconsultancy, diffusion and evaluation which are necessary for the \nexecution of the programme. The basic funding of the participating \nprojects will be the responsibility of Member States, although \nadditional funding under the European Social Fund may be sought for \nprojects which are considered eligible within the framework of the \nnational programmes. Member States and the Commission will present in the Community Support \nFrameworks the actions to be co-financed by the European Social Fund \nin the framework of the EUROTECNET programme. The actions relating to \nthe programme will be presented by the competent national authorities \nto the Commission which will be responsible for the practical \nfinancing mechanisms in accordance with the rules governing the \nStructural Funds. In this way a clear bridge will be made between the \noperations supported by the Structural Funds and the development of \nthe Community's common policies in the field of vocational training, \nparticularly with regard to the need for the workforce to master \ntechnological change. PROPOSAL FOR A COUNCIL DECISION RELATING TO THE \n\nADOPTION OF A COMMUNITY ACTION PROGRAMME IN THE FIELD \n\nOF VOCATIONAL TRAINING AND TECHNOLOGICAL CHANGE \n\n(EUROTECNET II) \n\nTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\nHaving regard to the Treaty establishing the European Economic Community, \nand in particular Article 128 thereof, \n\nHaving regard to Council Decision 63/266/EEC of 2 April 1963 \nlaying down general principles for implementing a common vocational \ntraining policy (1), and in particular the second, fifth, sixth, \nseventh, ninth and tenth principles thereof, \n\nHaving regard to the proposal from the Commission (2), \n\nHaving regard to the opinion of the European Parliament (3), \n\nHaving regard to the opinion of the Economic and Social Committee (4), \n\nWhereas on 2 June 1983, the Council adopted a Resolution concerning \nvocational training measures relating to new information technologies \n\n\\'-), \n\nWhereas the Commission transmitted to the Council on 18 April 1985 a \ncommunication on vocational training and the new information technologies \ndetailing the work programme from 1985 to 1988 (6), and whereas this work \nprogramme is commonly called EUROTECNET; \n\n1. OJ No 63, 20. 4. 63, p. 1338/63. 2. OJ \n3. OJ \n4. OJ \n5. OJ No C 166, 25. 6. 1983, p. 1. 6. COM(85)167 final \n\n1989, p. 1989, p. 1989, p. Whereas the Heads of State and Government meeting in the iuiopean Council \nin December 1986 emphasised the importance of Community actions for empl \noyment and having as their objective to encourage better training of young \npeople and adults, and whereas the Heads of State and Government meeting \nin the European Council in June 1989 reinforced this position, stressing \nthat the upgrading of human resources through training constituted a \nfundamental aspect of economic and social development and noted the \nagreement reached on continuing vocational training; \n\nWhereas the Council has already adopted, in extending the framework pro \ngramme of research and development (7), measures aimed at reinforcing \ntechnological and industrial cooperation at Community level, in particular \nby Decisions 88/279/EEC (8), 85/196/EEC (9), 88/419/EEC (10) concerning \nESPRIT, BRITE/EURAM, SCIENCE, and 88/417/EEC (11) concerning DELTA, which \nis directed specifically at learning technologies ; whereas this techno \nlogical and industrial cooperation in the field of research and develop \nment must be supported by parallel efforts in the field of vocational \ntraining; \n\nWhereas Council Decision 89/286/EEC ( 1 2) on the main \nphase of the Strategic Community Programme for Innovation and Technology \nTransfer (SPRINT) adopted certain activities concerning the transfer of \nknow-how \ntechnology, and decided to launch specific projects for intra-Community \ninnovation transfer -including training elements; \n\nin the fields of innovation management and transfer \n\nof \n\nWhereas the European Parliament adopted on 24 May 1983 a Resolution on \nthe competitiveness of Community industry (13), in which it asked for \nincreased efforts to be made in favour of vocational training and the \ntraining of the leaders of enterprises; whereas this Resolution was \nsupplemented by the Resolution on the continuing training of workers in \nenterprises (14), and other Resolutions concerning in particular the \nframework programme for technological research and development (15), \nand regional development, education and training (16); \n\nWhereas in the context of social dialogue, joint opinions were adopted on 6 March 19b7, one of which \nrelated to training and motivation and which stressed the necessity for \neffective training for workers and managerial staff in the new techno \nlogies; \n\n7. 8. 9. 10. 11. 12. 13. 14. 15. 16. OJ No L \nOJ No L \nCJ No L \nOJ No L \nOJ No L \nOJ No L \nOJ No C \nOJ No C \nOJ No C \nOJ No C \n\n302, \n118, \n83, \n206, \n206, \n112, \n135, \n156, \n7, \n99, \n\n24. 10. 1987, \n6. 5. 1988, \n25. 3. 1985, p \n30. 7. 1988, \n30. 7. 1988, \n25. 4. 1989, \n24. 5. 1983, \n15. 6. 1987, \n12. 1. 1987, \n13. 4. 1987, \n\np. 1. p. 32. 8. P. 34. p. 20. p. 12 , \nP. 27. p. 211. p. 19. p. 15 \n\n\fWhereas the exploitation of technological developments throughout industry \nwill depend on the adaptability of the qualifications and the enterprise \nof the workforce; whereas, in this context, there is a more urgent need \nthan ever to reinforce, at Community level, the appropriate initiatives \nand actions in progress which aim to draw the full potential from human \nresources and investment in training as a complement to an overall \nCommunity strategy in the field of industrial, research, development and \ninnovation policies; and whereas in this context vocational training is an \nindispensable instrument for the completion of the Internal Market in \n1992; \n\nWhereas Council Resolution of 22 December 1986 on an action programme on employment growth (17) \nstressed the need for improved vocational training, higher levels of \nqualifications and greater cooperation between social partners as \nessential elements in the growth of employment; \n\nWhereas the Council in its Decision 87/b69/EEC (18) \nadopted an action programme for the vocational training of young people \nand their preparation for adult and working life, including the inten \ntion to enhance the capacity of vocational training systems to adapt to \nrapid economic, technological and social change ; \n\nWhereas the Council in its Decision 89/27/EEC of 16 December 1988 (19) \nadopted a second phase of the COMETT programme on cooperation between \nuniversities and industry regarding training in the field of technology, \nand in particular advanced technology; \n\nWhereas these measures need to be supplemented by additional measures \nto ensure the adaptation of basic and continuing training systems within \nand between Member States to take account of technological change; \n\nWhereas the first EUROTECNET programme from 1985 to 1988 highlighted the \nimportance of developing cooperation between Member States in the field of \nadapting vocational training to the introduction of the new information \ntechnologies and the need to strengthen such cooperation; whereas in this \ncontext it is important to support training actions having a Community \ndimension and to ensure balanced development throughout the Community, and \ntherefore in order to do so it is appropriate to involve, as far as \npossible, existing bodies in the Member States; \n\nWhereas it is necessary, in extension of \nNovember 198 6 concerning the action programme for small and \nmedium-sized enterprises (20), to engage such enterprises in the imple \nmentation of EUROTECNET as well as in the diffusion of the results of \nthe programme; \n\nthe Council Resolution of 3 \n\nWhereas the necessary funding for the EUROTECNET programme will be \nestablished in the general Budget of the Community; \n\n17. OJ No C 340, 31. 12. 1986, p. 2. 13. OJ No L 346, 10. 12. 1987, p. 31. 19. OJ No L 13, 17. 1. 1989, P. 28. 20. OJ H OC 287, 14. 11. 1986, p. 1. Whereas the Chairman's conclusions of the Standing Committee on \nEmployment were adopted on 25 November 1988; \n\nWhereas on 5 June 1989 the Council adopted a resolution concerning \ncontinuing vocational training (21); \n\nWhereas the Advisory Committee on Vocational Training has expressed \nits opinion; \n\nHAS ADOPTED THE FOLLOWING DECISION: \n\nArticle 1 \n\nA second action programme of vocational training and technological change, \nhereinafter referred to as \"EUROTECNET II\", is hereby adopted for a \nperiod of five years commencing on 1 January 1990. Article 2 \n\nThe principal objectives of EUROTECNET II are as follows : \n\nto improve the capacity for basic and continuing training in the \nEuropean Community to take account of technological changes and \ntheir impact on employment, work and qualifications ; \n\nto assist in the design and development of future training \nprovision, in order to take account of the implications of future \ntechnological developments for new and existing occupations and \nprovide for the necessary new skills and qualifications required. The EUROTECNET II programme is designed to complement and \nreinforce policies introduced in Member States by : \n\na) \n\nb) \n\npromoting the use of innovative approaches by identifying within \neach Member State a number of relevant model demonstration \nprojects and by setting up the linkages required for \ndemonstration projects to contribute to innovation and coop \neration within and between Member States ; \n\nstrengthening cooperation between Member States on the exchange \nand transfer of methodologies, the joint development of \ninnovative approaches and the improved contacts between training \nspecialists in this field ; \n\n21. OJ N oC 148, 14. 6. 1989, p. 1. c) \n\nd) \n\ne) \n\nimproving the capacity of Member States to maximise the benefits \nof their participation in the programme for their own basic and \ncontinuing training systems by helping to strengthen the \nnecessary infrastructure in each Member State, and contributing \nto the better quality of the basic and in-service training of \ntrainers and ensuring the widespread dissemination of results \nfrom the programme ; \n\nmaking widely available and applicable throughout the Community \nthe benefits of experience and good practice in the field of \ntraining for technological change ; \n\nundertaking the necessary research and analytical work in the \nfield of new skills and qualifications to enable future provision \nfor basic and continuing training to be adapted, and \ncontributing to the flexibility of training systems through a \nstimulation of work on open and flexible learning approaches and \nother innovative methods identified during the course of the \nprogramme ; \n\nf) \n\ninform a wider public on initiatives relating to training \n\norganising a series of supportive information activities designed \nto \nand technological change, to stimulate the interaction of \nparticipants in the programme and to improve European cooperation \nbetween providers of information on vocational training. Article 3 \n\nThe EUROTECNET II programme shall comprise: \n\na) A common framework of principles for th* development and \nimprovement of training policies and systems in the new \ntechnologies in the Member States, as set out in Article 4, \nand \n\nb) A series of measures to be implemented at Community level, \n\nas set out in the Annex, 'and as such designed \nto support and supplement those measures taken by and within \nMember States. 'I\u00a9 \n\n\fArticle 4 \n\nThe measures forming part of the EUROTECNET II programme to be \nimplemented under Article 5 \nactivities of Member States which comply with the general principles fc; \nimplementing a common vocational training policy and which are intended \nto : \n\nshould complement and reinforce those \n\na) \n\nb) \n\nc) \n\nd) \n\ne) \n\nstrengthen cooperation at all levels between the vocational \ntraining systems. This cooperation should include public and \nprivate provisions and the participation of the social partners and \nall sectors of the economy, to ensure the adaptation of training \nsystems to take account of technological change ; \n\nraise the level of vocational training and acquisition of skills \nfor the work force, both employed and unemployed, in respect of \nthe impact of technological change on industrial restructuring \nand employment. Specific account should be taken of the training \nprovided by or for enterprises and in particular the situation of \nsmall and medium sized enterprises as regards the training both \nof managers and workers ; \n\nstimulate the development of innovative approaches through the \nestablishment of experimental or demonstration training actions. Such actions should be designed to contribute to the development \nand improvement of the provision for vocational training and \nshould also be widely disseminated. provide for unemployed young people, in particular those whose \nqualifications are inadequate or unsuitable, to enter working lift \nthrough suitable measures of training both in the new technologies \nand in coping with technological developments ; \n\npromote equal opportunities for men and women, in particular to \nfacilitate the retraining or re-entry into employment of women whose \ncareers are affected by technological change or who want to take up \nwork again with the necessary acquisition of new skills and qualifi \ncations ; \n\nf) \n\npromote the training and retraining of trainers in order to \nensure the necessary upgrading of social and technical skills, \nincluding the use of multi-media training techniques ; \n\nThe Member States shall submit a report to the Commission on their activities \nundertaken in the implemention of these principles and measures not later \nthan 31 December 1992, and again not later than 31 December 1994. ** \n\n\fArticle 5 \n\nTo give a significant Community impetus to the efforts of Member States \nto raise the quality and level of vocational training and vocational \nqualifications for technological change, the Commission shall implement \na series of supporting measures as set out in the Annex. In implementing these measures, special account and consideration shall \nbe taken of the need to recognise and meet the differing needs and \nsituations of ail Member States, with particular regard to the relative \nlevels of technological advancement and to the respective provision for \nvocational training. Article 6 \n\nAs from 1 January 1990, the annual credits necessary to cover the \nCommunity contribution to the actions provided for in the programme \nwill be established in the annual budgetary procedure, taking into \naccount the results of the programme as well as any new needs which may \nemerge during its operation. These credits are intended to finance \nthe various actions set out in the Annex, including appropriate \nmeasures taken to ensure the technical assistance at Community level, \ncontinuing monitoring and evaluation of the programme. The appropriations deemed necessary for the first three years of the \nprogramme will form part of future budgets within the framework of the \npresent financial forecasts 1988 - 1992 agreed jointly by the three \nInstitutions in June 1988 and their development. Article 7 \n\nThe Commission shall ensure that EUROTECNET II is consistent with other \nCommunity programmes and activities in the fields of vocational train \ning and technological developments. The Commission shall draw as appropriate upon the assistance of the \nEuropean Centre for the Development of Vocational Training (CEDEFOP) in \nthe implementation of this programme. Article 8 \n\nIn implementing EUROTECNET II the Commission shall keep the Advisory \nCommittee for Vocational Training regularly informed and to this effect \nperiodic reports regarding the implementation of the programme shall be \npresented by the Commission to the Advisory Committee. *% \n\n\fArticle 9 \n\nThe Commission shall submit during 1992 an interim report to the Council \nand to the European Parliament on the implementation of EUROTECNET II. The Commission shall by 30 June 1995 submit to the Council and the European \nParliament a final report on the experience and results of EUROTECNET II \nhaving regard to the objectives set out and defined in Article 2, including \nan evaluation of its operation. In the preparation of these reports the Commission shall take account of \nthe reports submitted by the Member States under the provisions of \nArticle 4. Article 10 \n\nThis decision is addressed to the Member States. Done at Brussels, \n\nFor the Council \n\nThe President \n\n13 \n\n\fANNEX \n\nMeasures to be implemented at Community level to aid Member States in \nraising the quality and level of vocational training and vocational \nqualifications for technological change. 1. The principal objectives of EUROTECNET II are as follows :. to improve the capacity for basic \n\na nd continuing training in the \n\nEuropean Community to take account of technological \nchanges and their impact on employment, work and qualifications ; \n\nto assist in the design and development of future training provi \nsion, in order to take account of the implications of future \ntechnological developments for new and existing occupations and \nprovide for the necessary new skills and qualifications required. !. The following series of measures will be implemented at Community \nlevel in the course of EUROTECNET II to support and complement \nmeasures taken within Member States. a) Promoting the use of innovative approaches in adapting training \n\nto technological change : \n\nand \n\naccount \n\n- The core of the EUROTECNET programme will consist of a \nCommunity-wide network of innovative demonstration projects \nidentified within Member States and aimed at improving the \ndesign \nof \ndelivery of training to take \ntechnological change. In addition the network will be used to \nstrengthen all forms of cooperation between the parties \ninvolved at all levels to seek solutions to issues of common \nconcern, and to enhance the motivation and training of the \nworkforce faced with technological change. In the process of \nselecting the projects for possible inclusion in the network \nparticular account will be taken of the objectives laid down \nin Article 4 of the Decision, \nparticularly as regards \nparticipation by the social partners, the involvement of \neconomic sectors or branches of industry affected by techno \nlogical change, the need to ensure access by women to \nrequisite technological training, and the capacity to make \nwidely available the benefits of experience and good practice. projects will remain with Member \n\n- While the responsibility for setting up and funding the \ndemonstration \nStates, \nCommunity support measures will be aimed at developing and \nimproving the links between the projects in a Community \ncontext, including the necessary animation, coordination and \ndissemination \ndemonstration \nactivities. The network of \nprojects and Community support measures may include on the one \nhand projects which receive support from the European Social \nFund and on the other hand projects which do not receive \n\n4V \n\n\fsupport from the European Social Fund but which are considered \nto have a high national priority. - Information and training actions will be undertaken to improve \nthe ability of key participants in the vocational training \nfield to take advantage of the changes brought about by \ntechnological change and of new training methodologies them \nselves. This will be done through a process of coordinating \nthe transfer, extension and dissemination of best training \npractice for technological advance within and between Member \nStates. - The setting up of European training and technology consortia \n\nbe encouraged, \n\nwill \nenterprises \ntraining \ninstitutions to develop and improve technology training for \nthe enterprises and job seekers. (SMEs) and larger enterprises and \n\ninvolving small and medium-sized \n\nb) Strengthening the links between Member States : \n\n- Transnational cooperative ventures will be encouraged between \ndemonstration projects and between public training bodies and \nprivate organisations which are concerned with developing new \napproaches to training, the development of transferable train \ning programmes and materials and the exchange of such products \nusing advanced communications facilities. - A clearing house will be set up in close liaison with the \nnetwork of demonstration projects to enable the evaluation and \nexchange \ntechnology \ntraining. of learning materials designed for \n\n- Transnational study visits will be organised by CEDEFOP on \nbehalf of the Commission for those involved in demonstration \nprojects and other aspects of the programme, \nand will \nreinforce the existing study visits scheme for vocational \ntraining specialists. c) \n\nImproving the capacity of Member States to maximise the benefits \nof their participation in EUROTECNET : \n\n- A \n\nstructure \n\nfor dissemination and animation \n\nbe \nestablished \nas appropriate within each Member State to \nmaximise the impact of the programme on training policies and \npractices. will \n\n- Activities \n\nwill \n\nbe undertaken to enable expertise \n\nin \n\ntechnology training to be transferred between Member States, \nbetween sectors and in favour of disadvantaged groups of the \nThis will take the form of providing advice and \npopulation. consultancy services \nto Member States (particularly the \nregionally disadvantaged ones) or to individual projects in \norder to help identify and plan training needs. - A model training of trainers scheme in technological change \nand its consequential effect on qualifications will \nbe \nidentified and developed. The transfer values of these actions \nwill be supported by the appropriate exchange mechanisms. AS \n\n\f- A series of publications will be drawn up to ensure a wide \n\ndistribution of information on the programme and its activi \nties in the Community languages. d) \n\nUndertaking the necessary work to enable future training provi \nsion and systems to be effectively adapted as a consequence of \ntechnological change : \n\n- To complement and underpin the network of demonstration \nprojects a series of research and analytical actions will be \nprogramme. initiated to give scientific support to the \nCollaborative projects involving several Member States will be \nsupported to develop new training approaches which respond to \nfuture needs on the labour market regarding skills and \nqualifications needed for technological change. - In this regard priority will be given to the following areas : \n\nDeveloping new pedagogic approaches and models for curriculum \ndevelopment of technology training which meet the needs of \nnewly emerging skills and qualifications and which draw in \nparticular on open and flexible learning approaches. Ensuring easier access and more appropriate forms of training \nin the new technologies for disadvantaged or marginalised \ngroups. training \n\napproaches which are \n\nto \nDeveloping \nanticipate future needs and which seek to multiply the effects \nof investment in technology and improve its results, in \nterms of productivity and work organisation, particularly as \nDevelopment \nregards \nProgrammes. Actions in this regard will be designed to \ncomplement and reinforce those undertaken in the COMETT \nprogramme. Research and \n\nTechnology \n\nCommunity \n\ndesigned \n\ne) \n\nOrganising a series of supportive information activities: \n\na number of high level demonstration conferences will be \nwithin Member States or at Community level to \nmounted \nhighlight for a wider public major issues relating \nto \ntechnology and training ; \n\n- a number of European training seminars, specialised colloquia, \ninterprojects exchange workshops and round tables will be set \nup with a view to pooling expertise and to strengthening links \nbetween actors in the programme; \n\n- the use of new technologies in information provision in \ntraining will be also furthered through support for Community \ncooperation between information providers. 3. Evaluation systems will be implemented for EUROTECNET II which will \n\nconsist of two parts : \n\ncontinuous formative evaluation of the priority activities of the \nprogramme \n\nAC \n\n\fsummative evaluation reports will be produced with a view to \ncomplementing the interim and final report on the programme \nrequired under Article 9 of the Decision-\n\n4. The necessary technical assistance will be provided at Community level \nto underpin the activities undertaken under the EUROTECNET programme. Furthermore, specific provision will be made by the Commission for the \nanimation and continuing evaluation of the EUROTECNET programme and \nfor the dissemination through all the Community languages of expe \nrience arising out of it. *1 \n\n\fF I N A N C I AL \n\nR E C O RD \n\n1. Budget Line and Title \n\n- B 6342 and European Social Fund (see point 6) \n- EUROTECNET II (Programme in the field of Vocational Training \n\n& Technological Change) \n\n2. Legal Basis \n\n- Council Resolution of 02/06/83 (OJ No C 166 of 25/06/83) \nadopting the \n- Council Decision 89/ / \n\n/EEC of \n\nEUROTECNET II programme (OJ No ). - Article 128 of the Treaty \n\n3. Classification of expenditure \n\n- Non-compulsory expenditure \n- Non-dissociated appropriations \n\n4. Description \n\n- The principal objectives of the EUROTECNET II programme are \n\nas follows:. to improve the capacity for initial and continuing \ntraining in the European Community to take account \nof technological changes and their impact on \nemployment, work and qualifications ;. to assist in the design and development of future training \nprovision, m order to take account of the implications of \nfuture technological developments for new and existing \noccupations and provide for the necessary new skills and \nqualifications required. In particular the EUROTICIET II programme will be designed to completer. : \nand reinforce policies introduced in Member States by : \n\na; \n\npromoting the use of innovative approaches by identifying within \neach Member State a number of relevant model demonstration \nprojects and by setting up the linkages required for \ndemonstration projects to contribute to innovation and \ncooperation within and between Member States ; \n\nw \n\nstrengthening cooperation between Member States on the exchange \nani transie1\" c\" 'e'hocclccies and the ici'*1* dev;~* G*-~*\u2022-'\"*\u2022 ^^ \ninnovative apprcicr. tc ir. i tn= improved contacts. 3et*7sen training \n\n; r - \" ' ?* \"\u2022 e ^\u00ee i ** ^\"'**c *-. -*\u2022\u2022\" \n\nA% \n\n\fc) \n\nd) \n\ne) \n\nf) \n\nimproving the capacity of Member States to maximise the benefits \nof their participation in the programme for their own initial and \ncontinuing training systems through helping to strengthen the \nnecessary infrastructure in each Member State, and contributing \nto the better capacity of the initial and in-service training of \ntrainers and ensuring the widespread dissemination of results \nfrom the programme ; \n\nmaking widely available and applicable throughout the Community \nthe benefits of experience and good practice in the field of \ntraining for technological change ; \n\nundertaking the necessary research and analytical work in the \nfield of new skills and qualifications to enable future provision \nfor initial and continuing training to be adapted, and \ncontributing to the flexibility of training systems through a \nstimulation of work on open and flexible learning approaches and \nother innovative methods identified during the course of the \nprogramme ; \n\ninform a wider public on initiatives relating to training \n\norganising a series of supportive information activities designed \nto \nand technological change, to stimulate the interaction of \nparticipants in the programme and to improve European co-operation \nbetween providers of information on vocational training. 5. Justification \n\nThe EUROTECNET programme responds to the need to ensure the \nadaptation of vocational training to technological change within \nthe context of the internal market, through decisive action in \nthe field of developing highly qualified human resources. The \nreport on the first EUROTECNET programme (from 1935-1982) \nhighlights the progress made through cooperation between Member \nStates, and the work which remains to be done, particularly in \nidentifying and developing areas of good practice, and dissemin \nating these and other examples of technology training to inte \nrested parties throughout the Community. 5. Financial implications for operational appropriations: \n- nature of expenditure and methods of calculation -\n\n6. 1 \n\nThe appropriations necessary will form part of future budgets \nwithin the framework of the financial perspectives 1983-1931 \nagreed jointly by the three Institutions in June 1933 and \ntheir development. The estimation of needs until 1992 established within the \nframework of the present financial forecasts for the \nyears 1990 to 1332 amounts to_7\u201e5 liSCUs on budget \nline 5--:342 with an additional amount, estimated at \napproximately 21. 5 MECUs, tc be financed under the \nEuropean Social Fund within the relevant Community Suppert \nFramework of the Structural Funds. The means to he put \nat the disposal of the programme for the following t**c \nyears will be examined in the light of the evolution of \n~\"-~ ^\u2022 r- ^ ^ ^< -a* *c'*G'\"\"as*'s \n\n43 \n\n\f6. 2 \n\nT he breakdown of the amount to be financed from budget \nline B-6342 is indicated below. 6. 2. 1 \n\nStrengthening the links between Member States : \n\n- T he setting up of a Community-wide clearing house of learning \nmaterials m ay be financed up to 100 % of eligible expenditure \non budget line B - 6 3 4 2. - Transnational study visits will be organised on behalf of \n\nthe Commission by CEDEFOP, the cost of which will be consi \ndered within the annual budget of CEDEFOP. The proposed expenditure for the duration of the programme is \nas follows : \n\n1990 \n\n1991 1992 Total \n\nB 6342(MECUs) 0,1 \n\n0,1 \n\n0,1 \n\n0,3 \n\n6. 2. 2 \n\nImproving the capacity of Member States to maximise the bene \nfits of their participation in EUROTECNET : \n\n- T he establishment of a relevant structure for dissemination \n\nand animation within each Member State : the Community may \nmeet 50 % of this cost to an annual maximum of 60,000 ECUs \nper Member S t a t e. - Development of model training of trainers actions in the \n\nCommunity l a n g u a g e s. Publishing and distributing the activities and \nthe programme in the Community languages. r 3 s u _ t s or \n\nThe proposed expenditure over the duration of the \nfollows : \n\nprogramme is as \n\n1330 I 1991 \n\n3 6342(M\u00a3CUs) I 0. a nu. \u2022\u2022**\u2022 *\u2022\"* 11 *\"S \n\ni \n\n: *- C. -\u00ce- \u2022\u00ab - - \nfor a wider public major icsu^s relating \n\nr ~ -. -. - \n\niO \n\n\fa. mim|jer of; Eur-\u00f4^|a\u00efgtraiming seminagrs, sjfeci|\u00c9ise|| colloquia, \nifcteEJrojecl: \n\\ ^ w : a |. a. ^ \u00ab. - j ^ j i ^ ^ i n g ^ t e p ^ L i s e ^ nd tig stcsngta^ning^liiiks \nb^ivetm \u00ab \u00e8 t J K s & i ' t h \u00ea. pro#raa|fe. ; \n\ne*cj|fcfl||e workshops an^ roun2 t a \u00ef l as S t i ll be. set \n\n\u2022;\u2022;\"\u2022\u2022 \u2022; ^-' \n\n*V \n\nJ* \n\n% \n\nr $m \u00ab te of a e w , t \u00ab M i l o g i e3 ia iaf onr1ati\u00ab|t p r ^ i ^ i f tn in fcrat\u00eeir-\n\ni i f e w t ll l>\u00ab * l * f c ^ | ^ | b e r * \u00e0 t h r o u gh f u p p o^ \ncoop\u00e9r\u00e2tioa-TbetWilitt l^tormatiQ\u00bb profider\u00e0fe \n\n\u2022 \n\nf o 4 C o ^ n i ty \n\nTht. proposed fxpe*ditur\u00ab ov^r. tbi^=4\u00abTal:ioa of the programme is \nas $f&l4qps : \n\n:jv \n\nv \n\n/ \n\nit ml \n\n1 * \u00bb 2| \n\n; TOt*l \n\nB-4142 \n\ntSSOH} \n\n\u00ef * \n\n\u2022 \u2022 \n\n' \n\n\u2022 \n\ni. O 1 \n\n2-i \n\n6. 2. 4 \n\nExecution of tne formative tad n n u t \u00c9e \u00abvaluation of \nprogram\u00bb \n\nthe \n\nThe proposed expenditure for the duration of the programme is \nas follows \n\n: \n\n1990 \n\n1991 \n\n1992 \n\nTotal \n\nB-6342 (MECUs) \n\n0. 05 \n\n0. 1 \n\n0. 1 \n\n0. 25 \n\n6. 2. 5 \n\nFor the technical assistance of the programme \n\nThe proposed expenditure over the duration of the programme is \nas follows \n\n: \n\n1990 \n\n1991 \n\n1992 \n\nTotal \n\nB-6342 (MECUs) \n\n0. 65 \n\n0. 8 \n\n0. 8 \n\n2. 25 \n\n6. 3 \n\nIncidence of appropriation necessary \n\nTaking account of the need for a r e l a t i v e ly smaller su:?, for \nthe f i r st year of 2. 0 HECUs, it \nappropriation for future years w i ll gradually r i se to 3. 0 \nMECUs in 1SS2 on budget line B-6342. is considered that the annual \n\nThe following breakdown i d e n t i f i es expenditure to be provided \nfor on Budget l i ne B-6342. / \n\nCouluwt and payment\u00bb appropriations B-6342 \n\nJ in MECUs \n\n1 \n1990 \n\nI \n\n1 \n1992 \n\nf \nTotal \n\nI \n\n1991 \n\n1 6. 2. 1 \n\n6. 2. 2 \n\n1 \n\n6. 2. 3 \n\n0. 1 \n\no. a \n\n0. 4 \n\n0. 1 \n\n0. 1 \n\n0. 3 \n\n0. 9 \n\n1. 0 \n\n2. 7 \n\n0. 6 \n\n1. 0 \n\n2,0 \n\nI \n\n6. 2. 4 \n\n0. 05 \n\n0. 1 \n\n0. 1 \n\n| \n\n6. 2. 5 \n\n0. 65 \n\n0. 8 \n\n0. 8 \n\n0. 25 j \n2. 25 J \n\n[Total\" B-6342 \n\n2. 0 \n\n2. 5 \n\n3. 0 \n\n7. 5 ^ \n\n7. Implications for revenue \n\nThere are no implications for revenue. 8. Type of control \n\n1. Financial control: by the services responsible in the Commission, \nin regard to the regularity of the expenditure and the implement \nation of the budget ; \n\nScientific and technical control: by the services responsible in \nthe Commission, in particular by the Task Force on Human Resources, \nEducation, Training and Youth assisted by the Advisory Committee \nfor Vocational Training as appropriate. 9. Financial implications in terms of personnel \n\n(Part A of the General Budget) \n\nPersonnel necessary from 1990 : \n\n2 A7/4 : Coordination and control of overall action programme \n\nimplementation and monitoring of evaluation operations. 1 B. 2 C \n\n24 \n\n\fThis represents a cost for the Community (Part A of the Commission \nBudget) of 278,000 ECUs over a full year for the total personnel \nnecessary as listed above. On the basis of the same conditions prevailing in other Community \nprogrammes, fellows may be seconded from national authorities. Personnel requirements indicated above will be fulfilled either \nthrough internal redeployment or within the framework of the 1990 \nbudgetary procedure. 10. Technical Assistance : \n\nThe implementation of- the EUROTECWET programme will require specialist \nexpertise in the field of vocational training and technological change \nin order to ensure the balanced development of the programme involving \nall Member States. The expertise required will in particular consist \nof : \n\n- technical coordination of. the networking arrangements between \n\ndemonstration projects and of the animation and dissemination acti \nvities within Member States ; \n\n- preparation of information material on the EUROTECNET programme for \npublication and contribution to information activities in all Member \nStates including all the translation required for an operation \ninvolving nine languages ; \n\n- continuing monitoring of the programme and of related developments \n\nin Member States ; \n\n- coordination and execution of research and analytical work carried \n\nout in the programme ; \n\n- technical assistance to the Commission regarding preparatory work to \n\nall Community-level meetings, conferences, seminars and round \ntables. iS \n\n\fAssessment of impact on SMEs \n\nSubject: \n\nAction Programme in the field of vocational training \nand technological change (EUROTECNET II) \n\n1. Administrative constraints for enterprises \n\nThere are no administrative constraints governing the parti \ncipation of SMEs in the EUROTECNET actions, since the proce \ndures implemented for the Programme favour the participation \nof SMEs. 2. Advantages for enterprises \n\nThe nature and aims of the EUROTECNET programme are of \nparticular relevance to SMEs. Direct involvement as part of \na demonstration training project (training consortium) or by \nindirect involvement through a sector would have clear ad \nvantages for enterprises. Via such participation they would \nhave access to all of the products of the programme (e. g. multimedia training materials, simulated and open training \ncourses) and also be continuously updated on technological \ndevelopments as they apply to SMEs and training. Enterprises \nwould be in a position to take advantage of the benefits to \nbe derived from the future technology training part of the \nprogramme, thereby becoming better prepared for all the \nramifications of the Integrated Market. 3. Disadvantages for enterprises \n\nNo substantative disadvantages exist for enterprises ; \nparticipation will require an investment in time primarily, \nfor which Community financial support will be forthcoming. 4. Effect on employment \n\nThe possible effects on employment can only be indirect \ninsofar as, through or as a result of participation in \nEUROTECNET II projects, SMEs are able to enhance the skill \nlevel of their personnel in fields crucial for their deve \nlopment. 5. Consultation with the social partners \n\nThe European Trade Union Confederation (ETUC) and the Union \nof Confederation of Industry and Employers in Europe (UNICE) \nhave been consulted on the future of EUROTECNET and have \nboth expressed a very positive view on the Programme. *Y \n\n\fThe Communication will also be submitted to the JBconomic and \nSocial Committee, vacate view on the previous paase was \nvaluable is that it * reflected the views of the social, \npartners and of tse ecsm\u0153mic sectors. 6. Alternative approaches \n\nEUROTECNET IX will be implemented taking into account the \ninitiatives already begun at Community level in favour of \nSMEs, in particular within the framework of the follow-up to \nthe Council resolution of 14. 11. 1986. Close articulation \nwill be ensured with the different networks implemented for \ndeveloping information transfer, stimulating innovation in \ndelivery of training and promoting technology transfer \nthrough improved Human Resources Development policies and \npractices : DELTA, COMETT, SPRINT and PETR\u00c0. is \n\n\fUNANIMOUSOPINION OF THEADVISORY COMMITTEE \nON VOCATIONAL TRAINING ONTHEEUROTECNET PROGRAMME \n\n08. 12. 1988 \n\n1. 2. 3. The \nCommittee received with satisfaction the report \npresented on the activity carried out relating to the \nResolution of 2 June 1983 and the work which had been \ntechnologies and \nnew information \ndone \nvocational training under the EUROTECNET programme. relating to \n\nThe Committee expressed its agreement on the guidelines \npresented by Commission departments on the continuation \nof the programme and its wish that a EUROTECNEI II \nprogramme should follow EUROTECNET I. The Committee stressed the need for a greater cooperation \nbetween the Member States in respect of the problems of \nvocational training relating to new technologies, the \nmastering of those technologies and the development of \nvocational training strategies. In this context special efforts needed to be made with \nregard to \nsmall and medium-sized firms on the one \nhand and, on the other hand, those regions where the \ntraining infrastructure, particularly training in new \ntechnologies, was still underdeveloped. 4. The Committee stressed in particular that the guidelines \nfor \nshould respond to the following \npriorities : \n\nEUROTECNET II \n\n* The results already achieved by the programme should oe \nexploited to the full with a view to transferring and \nexploiting the training operations which had already \nreceived support, in particular by emphasizing the needs \nof small and medium-sized firms and the training of \ninstructors. * EUROTECNET II should put its emphasis on a number of \nstrategic sectors and qualifications either in terms of \nretraining or new types of employment or preventive \naction aimed at coping with change. It would therefore be \nimportant that EUROTECNET II concentrates more on the \nspecific \nneeds of these sectors as regards skilled \ntraining, taking particular account of the need to step \nup equal opportunities for men and women and the needs of \nrelatively unskilled workers who are victims or potential \nvictims of the upheavals brought about by technological \nchange. * EUROTECNET II should have as one of its prime aims the \ndevelopment and transfer of the products of training. This process should concern the exchange and the transfer \nof training projects of an innovatory character both in \nrespect of all those taking part in EUROTECNET itself and \nall concerned by training operations and the problems of \ntraining to cope with technological change. zc \n\n\fIt would be important that E U S O T E C N ET II takes account of \nthe o p p o r t u n i t i es provided by 'he new information, and \nc o m m u n i c a t i o ns \ntraining s y s t G :\u2022. : s \ntraining operations of \nas regards the traininq of instructors a-d \nt r a i n i \n\nu i a r emphasis Gnouid \ni m c d u I \u00a3 r c h a r a c t e r, i. t e c h n o l o q i e s, in p a r t i c u l ar m u i t i :\\, G c i a \n\ns e p i a c. MES \n\nl\u00efiU in \n\nt he \n\nIt would be important to step up the interaction \nII -and the other Community p r o g r a m m e s, \nEUROTECNET \nthese be Community R and B p r o g r a m m es \nsuch as \nESPRIT and RACE, Community o p e r a t i o ns \ntransfer of technologies \nCommunity \nCommunity vocational training \nin particular PETRA and COMETT \n\nrelating \nsuch a s, for example, \n\nco t h e \nSPRINT, \nother \nprogrammes or operations, \n\noperations aimed at the SMEs and \n\nbet w e G n \nune t h G r \n\nthe \n\n* It would likewise be important to step up coordination at \nnational \nand \noccupational quarters in all the Member Staes may draw \ngreater benefit from the implementation of EUROTECNET II. vocational \n\ntraining \n\nlevel \n\nthat \n\nso \n\n5. 6. of \n\nCommittee. was \nby the \n\nactive \nThe \nparticipation \nin \nimplementation of the programme should be ensured at both \nnational and\" Community level by a prolongation of the \njoint opinion issued in March 1987 by the two sides of \nindustry as part of the Val Duchesse social dialogue. that \nindustry \n\nopinion \nof \n\nsides \n\nthe \n\ntwo \n\nThe Committee underlined the need to provide for more \nactive relations between EUROTECNET II and the guidelines \nfor the structural funds, especially as regards Community \n^jipport given to the innovatory operations backed by the \nt^^'ean Social Fund. The CommilTtN^o attached great importance to a continuing \nassessment andNs^^onitoring of the programme and called on \nthe Commission t o N ^t up the necessary machinery when the \nprograme was implemen \n\n8. The Committee took the v~i>\u00ab that EUROTECNET II should be \nprovided with resources commensurate with the programme's \noperations which the \nand the \naims \nCommission proposed. and objectives \n\ni* \n\n\f\f\fISSN 0254-147: \n\nCOM(89) 355 fina \n\nDOCUMENTS \n\nEN \n\n0i \n\nCatalogue number : CB-CO-89-348-EN-C \n\nISBN 92-77-52403-C \n\nOffice for Official Publications of the European Communities \nL-2985 Luxembourg \n\n22"}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/17ac3738-5c20-489d-9975-5292b66235e3", "title": "Commission communication: list of instruments consolidated in 1989", "langIdentifier": "ENG", "mtypes": "pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_legislative_other_oj_c,http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-10", "subjects": "codification of EU law", "workIds": "celex:31989Y0810(01),oj:JOC_1989_205_R_0011_01", "eurovoc_concepts": ["codification of EU law"], "url": "http://publications.europa.eu/resource/cellar/17ac3738-5c20-489d-9975-5292b66235e3", "lang": "eng", "formats": ["pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/038e18e4-a41b-4fad-9e7d-3f427ac46ca4", "title": "REVISED PROPOSAL FOR A COUNCIL DIRECTIVE ON THE ESTABLISHMENT OF THE INTERNAL MARKET FOR TELECOMMUNICATIONS SERVICES THROUGH THE IMPLEMENTATION OF OPEN NETWORK PROVISION ( O N P )", "langIdentifier": "ENG", "mtypes": "pdf,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_directive_ec,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-10", "subjects": "advisory committee (EU),comitology,harmonisation of standards,telecommunications,transmission network", "workIds": "celex:51989PC0325,comnat:COM_1989_0325_FIN,oj:JOC_1989_236_R_0005_01", "eurovoc_concepts": ["advisory committee (EU)", "comitology", "harmonisation of standards", "telecommunications", "transmission network"], "url": "http://publications.europa.eu/resource/cellar/038e18e4-a41b-4fad-9e7d-3f427ac46ca4", "lang": "eng", "formats": ["pdf", "pdfa1b", "print"], "text": "OMMISSION OF THE EUROPEAN COMMUNITIES \n\nC0MC89) 325 \n\nf i n al \n\n- SYN 187 \n\nB r u s s e l s, 10 August 1989 \n\nREVISED PROPOSAL \n\nFOR A COUNCIL DIRECTIVE \n\nON THE ESTABLISHMENT OF THE INTERNAL MARKET \n\nFOR TELECOMMUNICATIONS SERVICES \n\nTHROUGH THE IMPLEMENTATION OF \n\nOPEN NETWORK PROVISION (O N P) \n\n(presented by the Commission) \n\n\fTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\n1 \n\nHaving regard to the Treaty establishing the European Economic Community, and in \nparticular Article 100a thereof; \n\nHaving regard to the proposal from the Commission1; \n\nIn co-operation with the European Parliament2; \n\nHaving regard to the opinion of the Economic and Social Committee3; \n\n1. 2. 3. Whereas Article 8a of the Treaty stipulates that the internal market shall comprise \nan area without internal frontiers in which the free movement of services is \nensured, in accordance with the other provisions of the Treaty; \n\nWhereas the Commission has submitted a Green Paper on the Development of the \nCommon Market for Telecommunications Services and Equipment (COM(87) \n290), dated 30 June 1987, and a Communication on the Implementation of the \nGreen Paper up to 1992 (COM(88) 48), dated 9 February 1988; \n\nWhereas the Council has adopted on 30 June 1988 a Resolution on the \ndevelopment of the common market for telecommunications services and \nequipment up to 19924; \n\nO. J. C 39 of 16. 02. 1989, p. 8. Opinion of 26. 05. 1989 (not yet published in the Official Journal). O. J. C 159 of 26. 06. 1989, p. 37. O. J. C 257 of 04. 10. 1988, p. 1. 4. 5. 6. 7. 8. 9. Whereas, given the obstacles resulting from diverging laws, regulations, or \nadministrative actions in the Member States, the full establishment of a \nCommunity-wide market in telecommunications services can only be achieved by \nthe rapid introduction of harmonized principles and conditions for Open Network \nProvision, in order to avoid a series of contentious cases and lengthy conflict, in \nparticular for transfrontier provision of services; \n\nWhereas, since situations differ and technical and administrative constraints exist in \nthe Member States, progress towards this objective should be made in stages; \n\nWhereas the conditions of Open Network Provision must be consistent with certain \nprinciples and should not restrict access to networks and services except for reasons \nof general public interest, hereinafter referred to as 'essential requirements'; \n\nWhereas the definition and interpretation of such principles and essential \nrequirements must take full account of the fact that any restrictions of the right to \nprovide services within and between Member States must be objectively justified, \nmust follow the principle of proportionality and must not be excessive in relation to \nthe aim pursued; \n\nWhereas the conditions of Open Network Provision must not allow for any additional \nrestrictions on the use of the public telecommunications network and/or public \ntelecommunications services except those which may be derived from the exercise of \nexclusive or special rights granted by Member States, and are compatible with \nCommunity law; \n\nWhereas the creation of an open common market in telecommunications services and \nequipment is compatible with continued exclusive or special rights of \ntelecommunications organizations as regards the supply and the operation of the \nnetwork infrastructure and the provision of a limited number of basic services where \nsuch exclusive provision is deemed essential at this stage, for safeguarding the public \nservice role; \n\n\f10. Wliereas this applies in particular to the provision of voice telephony; \n\n11. Whereas special consideration will also need to be given to the provision of the telex \n\nservice, the packet- and circuit-switched data services and in particular the simple resale \nof capacity for the transmission of data; \n\n12. Whereas the simple resale of capacity consists of the commercial provision on leased \nlines for the general public of data transmission as a separate service, including only \nsuch switching, processing, storing of data, or protocol conversion, as is necessary for \ntransmission in real-time, to and from the public switched network; \n\n13. Whereas the arguments in favour of continued exclusive or special rights, where they \n\nexist, must be weighed carefully against the obligations of the telecommunications \norganizations which will be retained but also against the restrictions which this may \nimpose on those connected to the network concerning present and future application for \ntheir own use, shared use or provision to third parties; \n\n14. Whereas the working out in detail of harmonized conditions of Open Network \n\nProvision must be a progressive process and should be prepared in consultation \nwith the Member States, the Telecommunications organizations and the other \nparties concerned, and in particular with the assistance of an advisory committee, \nwhich consults the representatives of the telecommunications organizations, the users, \nthe consumers, the manufacturers and the service providers; \n\n15. Whereas the definition of harmonized conditions for Open Network Provision must \n\nbe a process open to all parties concerned and therefore sufficient time should be \ngiven for public comment; \n\n\f16. Whereas the Community-wide definition of harmonized technical interfaces and \naccess conditions must be based on the definition of common technical \nspecifications based on international standards and specifications; \n\n17. Whereas work in this area must take full account, inter alia, of the framework \n\nprovided by Council Directive 83/189/EEC of 28 March 1983 laying down a \nprocedure for the provision of information in the field of technical standards and \nregulations5, as amended by Directive 88/182/EEC6, Council Directive \n86/361/EEC of 24 July 1986 on the initial stage of the mutual recognition of type \napproval for telecommunications terminal equipment7 and other relevant \nCommunity legislation and Council Decision 87/95/EEC of 22 December 1986 on \nstandardization in the field of information technology and telecommunications8; \n\n18. Whereas the formal adoption of the statutes of the European Telecommunications \n\nStandards Institute (ETSI) on 12 February 1988, and of the associated internal \nrules, has created a new mechanism for producing European telecommunications \nstandards; \n\n19. Whereas the Council in its Resolution of 27 April 19899 has supported the work of \n\nETSI and invited the Commission to contribute to the coherent development of ETSI \n\nand lend it Us support, in particular in the programme of work related to the \n\nCommunity *s telecommunications policy; \n\n20. Whereas the general guide-lines agreed with the Joint European Standards \n\nInstitution CEN/CENELEC henceforth make it possible to entrust specialized \ntechnical harmonization work to this body; \n\nO. J. L 109 of 26. 04. 1983, p. 8. O. J. L 81 of 26. 03. 1988, p. 75. O. J. L 217 of 05. 08. 1986, p. 21. O. J. L 36 of 07. 02. 1987, p. 31. O. J. C 117 of 11. 05. 1989, p. 1. 21. Whereas the Community-wide definition and implementation of clear harmonized \nnetwork termination points establishing the physical interface between the network \ninfrastructure and users' and other service providers' equipment will be an essential \nelement of the overall concept of Open Network Provision; \n\n22. Whereas Commission Directive 88/301/EEC of 16 May 1988 on competition in the \n\nmarkets of telecommunications terminal equipment10 requires Member States to \nensure that users who so request shall be given access to network termination \npoints within a reasonable time period; \n\n23. Whereas the principal aim of the establishment of an internal market in \n\ntelecommunications services must be the freedom to provide services in the whole \nof the Community once authorized or legally provided in a Member State; \n\n24. Whereas this will require the mutual recognition of licensing procedures for \n\nservices provision where such authorization may be required; \n\n25. Whereas such mutual recognition of licensing procedures required must depend on \nprogress on the harmonization of the conditions for service provision, by the \nprogressive implementation of Open Network Provision; \n\n26. Whereas in its Resolution of 30 June 1988 on the development of the common \nmarket for telecommunications services and equipment up to 1992 the Council \nconsidered the taking fully into account of the external aspects of Community \nmeasures on telecommunications to be a major policy goal; \n\n27. Whereas in accordance with the Council Decision of 28 November 1988, the \n\nMember States have accompanied their signature of the Final Acts of the World \nAdministrative Telegraph and Telephone Conference ( WATTC-88) by a joint \ndeclaration stating that they will apply the International Telecommunications \nRegulations in accordance with their obligations under the EEC Treaty; \n\n10 \n\nO. J. L 131 of 27. 05. 1988, p. 73. 28. Whereas the Community attaches major importance to the continued growth of \n\ncross-border telecommunications services, to the contribution of \ntelecommunications services provided by companies, firms or natural persons \nestablished in a Member State of the Community to the growth of the Community \nmarket, and to the increased participation of Community service providers in third \ncountry markets; whereas it will therefore be necessary, as detailed Directives are \nelaborated, to ensure that these objectives are taken into account with a view to \nreaching a situation where the realization of the more open Community market for \ntelecommunications services will, where appropriate, be accompanied by reciprocal \nmarket opening elsewhere; \n\nWhereas this can be achieved preferably through multilateral negotiations in the \nframework of GATT, or through bilateral negotiations between the Community and \nthird countries; \n\n29. Whereas this Directive should not address the problems of mass media, meaning \n\nbroadcasting and distribution of television programmes via telecommunications \nmeans, in particular cable television networks, which need special consideration; \n\n30. Whereas this Directive should not address communication via satellite for which, \n\naccording to the Council Resolution of 30 June 1988, a common position should be \nworked out; \n\n31. Whereas the Council, on the basis of a report which the Commission shall submit to \n\nthe Council and the European Parliament, and in accordance with Article 100b of the \nTreaty, shall review, during 1992, any remaining conditions for access to \ntelecommunications services which have not been harmonized, the effects of these \nconditions on the workings of the internal market for telecommunications services, and \nthe extent to which this market needs to be further opened up; \n\n\fHAS ADOPTED THIS DIRECTIVE: \n\nArticle 1 \n\n1. 2. This Directive provides for the harmonization of conditions for open and efficient \naccess to and use of public telecommunications networks and, where applicable, \npublic telecommunications services, as defined in Article 2. These conditions are designed to facilitate the provision of services using public \ntelecommunications networks and/or public telecommunications services, within and \nbetween Member States. This includes in particular the provision of services by \ncompanies, firms or natural persons established in a Member State of the \nCommunity other than that of the company, firm or natural person for whom the \nservices are intended. Article 2 \n\nFor the purposes of this Directive: \n\n1. Telecommunications Organizations' means public or private bodies, to which a \nMember State grants special or exclusive rights for the provision of a public \ntelecommunications network and, when applicable, public telecommunications \nservices. The bodies listed in Annex 1 fulfil these criteria. The Commission, after having \nconsulted the Committee referred to in Article 9, shall amend Annex 1 in order \n\nto delete entities to which Annex 1 refers and which do no longer fulfill the \ncriteria mentioned above, or \nto include entities which will have been granted special or exclusive rights and \nmeet those criteria. 'Special or exclusive rights ' means the rights granted by a Member State or a public \nauthority to one or more public or private bodies through any legal or regulatory \ninstrument reserving them the right to provide a service or undertake an activity. 'Public telecommunications network' means the public telecommunications \ninfrastructure which enables signals to be transmitted between defined network \ntermination points by wire, by microwave, by optical means or by other electromagnetic \nmeans. Public telecommunications services ' means services offered by telecommunications \norganizations and whose provision consists wholly or partly in the transmission and \nrouting of signals on the public telecommunications network by means of \ntelecommunications processes, with the exception of radio-broadcasting and television. 2. 3. 4. 5. 6. 7. 8. 9. \"Network termination point' means all physical connections and their technical access \nspecifications which form part of the public telecommunications network and are \nnecessary for access to and efficient communication through that public network. 'Essential requirements' means the non-economic reasons in the general interest \nwhich may cause a Member State to regulate the supply of telecommunications services. These reasons are security of network operations, maintenance of network integrity, \nand, in justified cases, interoperability of services and data protection. 'Voice telephony' means the commercial provision for the general public of the direct \ntransport and switching of real-time speech to and from public switched network \ntermination points, whereby any user can use equipment connected to such a network \ntermination point to communicate with another termination point. 'Packet- and circuit-switched data services ' means the commercial provision for the \ngeneral public of direct transport of data to and from public switched network \ntermination points, whereby any user can use equipment connected to such a network \ntermination point to communicate with another tennination point. Telex service ' means the commercial provision for the general public of direct transport \nof telex messages in accordance with the relevant CCITT recommendation to and from \npublic switched network termination points, whereby any user can use equipment \nconnected to such a network termination point to communicate with another \ntermination point. 10 \n\n10. 'Open Network Provision conditions' means the conditions harmonized according \nto the provisions set forth in this Directive which concern the efficient access to and \nuse of public telecommunications networks and, where applicable, public \ntelecommunications services (hereinafter referred to as 'ONP conditions'). ONP conditions can include in particular harmonized conditions with regard to: \n\ntechnical interfaces, including the definition and implementation of network \ntermination points, where required; \nusage conditions, including access to frequencies where required; \ntariff principles. ONP conditions will apply to efficient access to or use of those public \ntelecommunications networks and public telecommunications services for which the \ntelecommunications organizations defined under 1. are in law or in fact the sole or \nmain providers either singly or jointly. The areas to which ONP conditions shall apply, will be defined according to Article 4. 11. Technical specifications', 'standards' and 'terminal equipment' are given the same \nmeaning as in Article 2 of Directive 86/361 /EEC. 11 \n\nArticle 3 \n\n1. ONP conditions must comply with a number of basic principles. These principles \nare that: \n\nconditions must be based on objective criteria; \nconditions must be transparent, and published in an appropriate manner; \nconditions must guarantee equality of access, and must be non \ndiscriminatory, in accordance with Community law. 2. ONP conditions must not restrict access to public telecommunications networks or \npublic telecommunications services except for reasons based on essential \nrequirements, within the framework of Community law. These requirements are: \n\nsecurity of network operations; \nmaintenance of network integrity; \ninteroperability of services, in justified cases; \nprotection of data, in justified cases. In addition, the conditions in general applicable to the connection of terminal \n\nequipment to the network shall apply. 12 \n\n3. 4. 5. ONP conditions must not allow for any additional restrictions on the use of the \npublic telecommunications network and /or public telecommunications services \nexcept those which may be derived from the exercise of exclusive or special rights \ngranted by Member States, and are compatible with Community law. The Council, acting on a proposal from the Commission, pursuant to Article 100a of \nthe Treaty, shall supplement as necessary the lists drawn up under paragraphs 1. and \n2. The details of the application of essential requirements, in particular concerning the \ninteroperability of services and the protection of data, shall be determined, where \nappropriate, by the Commission, after having consulted the Advisory Committee \nreferred to in Article 9. Protection of data may comprise the protection of personal data, \nthe confidentiality of voice and data transmitted and/or stored as well as the protection \nof privacy. 13 \n\nArticle 4 \n\n1. ONP conditions shall be defined in stages, in accordance with the procedure set out \nhereafter. 2. ONP conditions shall concern the areas selected according to Annex 2. The Council, acting on a proposal from the Commission, pursuant to Article 100a of \nthe Treaty, shall supplement as necessary Annex 2. 3. The Commission shall draw up each year, after consulting the Committee referred \nto in Article 9, a list of priority areas. 4. For the priority areas chosen, the Commission shall: \n\n(1) \n\n(2) \n\n(3) \n\ncarry out detailed analysis, in consultation with the Committee referred to \nin Article 9, according to defined time schedules, and establish reports on \nthe results of this analysis; \n\nrequest, where appropriate, on the basis of the reports on this analysis, taking \ninto consideration the comments received during the public comment \nperiod according to Article 5. 1, and with due regard to the general \nprogramme of standardization in the information technology sector, the \nEuropean Telecommunications Standards Institute (ETSI) to draw up \nEuropean standards, taking account, as appropriate, of international \nstandardization as a basis for harmonized technical interfaces and/or \nservice features where required, within specified time limits; in so doing, it \nshall co-ordinate, in particular, with the Joint European Standards \nInstitution CEN/CENELEC; \ndraw up ONP conditions in accordance with Article 3 and with the elements \nlisted in the ONP reference framework in Annex 3. 14 \n\nArticle 5 \n\n1. 2. The Commission shall invite, by publication in the Official Journal of the European \nCommunities, public comment by all parties concerned on the reports established \naccording to Article 4. 4(1). The period for public comment will be no less than \nthree months from the date of publication. Reference to European standards drawn up as a basis for harmonized technical \ninterfaces and/or service features for ONP according to Article 4. 4(2) and accepted \nby the Commission, shall be published in the Official Journal of the European \nCommunities. Member States shall consider those standards as suitable for Open \nNetwork Provision conditions and shall presume that a service provider who complies \nwith those standards fulfills the relevant essential requirements. 15 \n\nArticle 6 \n\nFollowing the completion of the procedures set forth in Articles 4 and 5, and acting on the \nproposal from the Commission, pursuant to Article 100a of the Treaty, the Council shall \nadopt detailed Directives for the establishment of ONP conditions for each area which \nshall include: \n\na time schedule for the implementation of harmonized technical interfaces and/or \nservice features where required, including the implementation of harmonized \nnetwork termination points, as appropriate, taking account of market demand; \n\ndetails of harmonized usage conditions; \n\ndetails of harmonized tariff principles; \n\nand any other aspects of relevance. 16 \n\nArticle 7 \n\n1. 2. 3. Depending on the progress of harmonization of conditions through the \nestablishment of ONP according to the procedures set out under Articles 4, 5 and 6, \nthe Council acting on a proposal from the Commission, pursuant to Article 100a of \nthe Treaty, shall adopt measures specifying the conditions under which the mutual \nrecognition of declaration and/or licensing procedures for the provision of services \nvia public telecommunications networks shall be ensured where such declaration or \nlicence is required by Member States. The measures shall eliminate any requirement for additional declaration or \nlicensing in other Member States, once a service is legally produced in a Member \nState. Towards this end, the Council acting on a proposal by the Commission, pursuant to \nArticle 100a of the Treaty, shall adopt measures for harmonizing declaration and/or \nlicensing procedures, where required. In accordance with Article 8c of the Treaty, these proposals may take into account, \nto the extent required up to the end of 1992, the effort that certain economies \nshowing differences in development of these services, will have to sustain during the \nestablishment of the harmonized conditions and declaration and/or licensing \nschemes referred to under paragraphs 1. and 2. 17 \n\nArticle 8 \n\nDuring 1992, the Council, on the basis of a report which the Commission shall submit to the \nCouncil and the European Parliament, shall review any remaining conditions for access to \ntelecommunications services which have not been harmonized, the effects of these conditions \non the workings of the internal market for telecommunications services, and the extent to which \nthis market needs to be further opened up, in conformity with Community law, taking account \nof technological development and in accordance with the procedure provided for under \nArticle 100b of the Treaty. 18 \n\nArticle 9 \n\n1. 2. The Commission shall be assisted by a committee of an advisory nature composed \nof the representatives of the Member States and chaired by the representative of \nthe Commission, which consults the representatives of the telecommunications \norganizations, the users, the consumers, the manufacturers and the service providers. The representative of the Commission shall submit to the committee a draft of the \nmeasures to be taken. The committee shall deliver its opinion on the draft, within a \ntime limit which the chairman may lay down according to the urgency of the matter, \nif necessary by taking a vote. 3. The opinion shall be recorded in the minutes; in addition, each Member State shall \n\nhave the right to ask to have its position recorded in the minutes. 4. The Commission shall take the utmost account of the opinion delivered by the \ncommittee. It shall inform the committee of the manner in which its opinion has \nbeen taken into account. 19 \n\nArticle 10 \n\n1. 2. Member States shall bring into force the laws, regulations and administrative \nprovisions necessary in order to comply with this Directive by 31 December 1990 at \nthe latest. They shall forthwith inform the Commission thereof. The provisions adopted pursuant to the first paragraph shall make express reference to \n\nthis Directive. Member States shall ensure that the texts of the provisions of national law which \nthey adopt in the field governed by this Directive are communicated to the \nCommission. Article U \n\nThis Directive is addressed to the Member States. ANNEX 1 \n\nBODIES FULFILLING THE CRITERIA OF ARTICLE 2. 1 \n\n20 \n\nBelgium \n\nR\u00e9gie des T\u00e9l\u00e9graphes et des T\u00e9l\u00e9phones / \n\nRegie van Telegrafie en Telefonie (RTT) \n\nDenmark \n\nKobenhavns Telefon Aktieselskab \n\nJydsk Telefon \n\nFyns Kommunale Telefonselskab \n\nPost-og Telegrafvaesnet \n\nStatens Teletjeneste \n\nFederal Republic of Germany \n\nDeutsche Bundespost - TELEKOM \n\nFrance \n\nDirection G\u00e9n\u00e9rale des T\u00e9l\u00e9communications (France T\u00e9l\u00e9com) \n\nTranspac \n\nGreece \n\nHeDenic Telecommunications Organization, SA. (OTEy \n\nIreJanl \n\nTelecom Etream\u00bb \n\n\f21 \n\nItaly \n\nAmministrazione d\u00e9lie Poste e delle Telecom un icazioni \n\nAzienda di Stato per i Servizi Telefonici \n\nSociet\u00e0 Italiana per TEsercizio Telefonico SpA \n\nItalcable \n\nTelespazio SpA \n\nLuxembourg \n\nAdministration des Postes et des T\u00e9l\u00e9communications \n\nThe Netherlands \n\nPTT Telecommunicatie B. V. Portugal \n\nCorreios e Telecommunicacoes de Portugal \n\nTelefones de Lisboa e Porto \n\nCompanhia Portuguesa Radio Marconi \n\nSc\u00e2in \n\nTelefonica SA. United Kingdom \n\nBritish Telecommunications pic (BT) \n\nMercury Communications Ltd \n\nCity of Kingston-upon-Hull \n\n\f22 \n\nANNEX 2 \n\nAREAS FOR WHICH OPEN NETWORK CONDITIONS \n\nMAY BE DRAWN UP IN ACCORDANCE WITH ARTICLE 42 \n\nONP conditions sliall concern areas vital for the efficient access to and use of public \ntelecommunications networks and/or public telecommunications services for which exclusive or \nspecial rights exist - or may exist - in accordance with Community law and/or for which the \nexclusive or special rights for the public network infrastructure are a major factor for optimal \nprovision of such services to the general public. Subject to the above criteria, areas sliall be selected from the following list: \n\n1. leased lines; \n\n2. 3. 4. 5. 6. 7. 8. packet- and c/Vrw/Y-switched data services; \n\nISDN (Integrated Services Digital Network); \n\nvoice telephony service; \n\nnew types of access to the local network infrastructure, such as access, under certain \n\nconditions, to the circuits connecting subscriber premises to the public network \n\nexchange, without disruption to the basic service for which this connection may be \n\nprovided (eg. telephony, telex); \n\ntelex service; \n\nmobile services, as applicable; \n\nbroadband network resources, according to progress on definition and technological \ndevelopment. 23 \n\nANNEX 3 \n\n(former Annex 4) \n\nREFERENCE FRAMEWORK FOR THE ELABORATION OF \n\nONP CONDITIONS IN ACCORDANCE WITH ARTICLE 4. 4(3) \n\nThe elaboration of ONP conditions should proceed according to the following reference \nframework: \n\n1. Definition of harmonized technical interfaces and service features \n\nFor ONP conditons the following scheme should be taken into account for the \ndefinition of technical interfaces at appropriate network termination points: \n\nFor existing services, existing interfaces should be adopted. Enhancement \nof such interfaces may be considered for additional capabilities; \nFor entirely new services existing interfaces should also be adopted, as far \nas applicable. When existing interfaces are not suitable, enhancements, or \nnew interfaces, will have to be specified; \nFor services and networks that are yet to be introduced, but for which the \nstandardization programme has already commenced, ONP requirements \nshould be taken into account when specifying new interfaces. ONP requirements must be, wherever possible, in line with the on-going work on \n\nCCITT and CEPT recommendations. 24 \n\nWork in this area shall take full account of the framework given by Council \nDirective 83/189/EEC laying down a procedure for the provision of information in \nthe field of technical standards and regulations, Council Directive 86/361/EEC on \nthe initial stage of the mutual recognition of type approval for telecommunications \nterminal equipment11 and Council Decision 87/95/EEC on standardization in the \nfield of information technology and telecommunications. Work shall include the full definition of network termination points where required \nand not covered under appropriate procedures elsewhere. ONP offerings shall in general present increased versatility compared with existing \nofferings. Correspondingly, additional features should be identified where \nrequired. Under ONP such additional features may be classified as: \n\ninclusive if they are provided in association with a specific interface and \n\n\u2022 included in the standard offering; \n\noptional if they can be requested as an option with regard to a specific ONP \noffering, subject to an additional tariff. Work shall include the elaboration of proposals for time schedules for introduction \nof interfaces and service features, taking account of the environment of \ntelecommunications networks and services in the Community. 11 \n\nAnd any subsequent relevant Community legislation. 25 \n\n2. Definition of harmonized usage conditions \n\nUsage conditions shall identify conditions of access and of supply, as far as \nrequired. They may include in particular the following attributes as applicable: \n\nmaximum provision time (delivery period); \nminimum contractual period; \nquality of service, including, as applicable: \n\navailability \nmean time to repair \ntransmission quality \n\nmaintenance and fault reporting, including, as applicable: \n\naccess to network maintenance facilities \naccess to network diagnostic facilities \naccess to network fault reporting facilities \n\nconditions for resale of capacity; \nconditions for shared use; \nconditions for third party use; \nconditions for interconnection with public and private networks; \n\nUsage conditions may include conditions regarding access to frequencies, as \napplicable, and measures concerning protection of personal data and confidentiality \nof transactions, where required. 26 \n\n3. Definition of harmonized tariff principles \n\nFair and open access of users and competitive service providers to network \n\nresources and services requires a clear definition of tariff principles. Tariff \n\nprinciples must be guided by the general principles applying to ONP: \n\ntariffs must be based on objective criteria and must not impose directly or \nindirectly unfair purchases or selling prices. They must be, in particular, \ncost-oriented; \ntariffs must be transparent and must be properly published. With regard to \nservice elements, tariffs must be sufficiently unbundled, in order to avoid \nobligations and charges for users, which have no connection with the subject \nof the uses sought. In particular, specific network or service features should \nbe charged independently of the charge for transmission via the network \n(bearer capability). tariffs must be non-discriminatory and guarantee equality of treatment. Specific charges for access to network resources or services must be justified on the \nbasis of objective criteria, based on, inter alia, fair sharing in the global cost of the \nresources used. There may be different tariffs to take account of excess traffic during peak periods and \nlack of traffic during off-periods, provided that the tariff differentials are commercially \njustifiable and do not conflict with the above principles. 27 \n\n4. Common principles \n\nThe definition of harmonized usage conditions and tariff principles under 2. and 3. will take due account of the applicable competition rules of the Treaty. ONP conditions shall be drawn up in such a way as not to limit the service providers' \nfreedom of action nor the telecommunications organizations'responsibility for the \nfunctioning of the network and the perfect condition of communications channels. Member States shall create, in accordance with Community law, the conditions \nenabling the telecommunications organizations to satisfy the new conditions deriving \nfrom ONP. ISSN 0254-1475 \n\nCOM(89) 325 final \n\nDOCUMENTS \n\nEN \n\n08 16 \n\nCatalogue number : CB-CO-89-347-EN-C \n\nISBN 92-77-52394-8 \n\nOffice for Official Publications of the European Communities \nL-2985 Luxembourg"}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/1a8fed99-ae59-4f17-af4d-d88ba00433db", "title": "Question No 30 by Mr McCARTIN (H-131/89) to the Commission: Rules applied in Ireland for the payment of compensatory allowances (headage payments)", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,MCCARTIN", "date": "1989-08-09", "subjects": "Ireland,aid to agriculture,economic discrimination,farmer,less-favoured region,ruling,standard of living", "workIds": "celex:91989H000131", "eurovoc_concepts": ["Ireland", "aid to agriculture", "economic discrimination", "farmer", "less-favoured region", "ruling", "standard of living"], "url": "http://publications.europa.eu/resource/cellar/1a8fed99-ae59-4f17-af4d-d88ba00433db", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/2f881f92-eac1-4cc7-bcde-0904ab7d6e5e", "title": "Commission Regulation (EEC) No 2459/89 of 9 August 1989 on the supply of refined rapeseed oil to the International Committee of the Red Cross (ICRC) as food aid", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-09", "subjects": "Red Cross,food aid,vegetable oil", "workIds": "celex:31989R2459,oj:JOL_1989_234_R_0005_021", "eurovoc_concepts": ["Red Cross", "food aid", "vegetable oil"], "url": "http://publications.europa.eu/resource/cellar/2f881f92-eac1-4cc7-bcde-0904ab7d6e5e", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/679ba81d-0304-4f11-9925-707f0a7c9301", "title": "Question No 37 by Mr CORNELISSEN (H-140/89) to the Commission: Tighter border checks on foreign lorries by Austrian police", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "CORNELISSEN,European Parliament", "date": "1989-08-09", "subjects": "Austria,carriage of goods,combined transport,commercial vehicle,environmental protection,motor vehicle pollution,police checks,transit,weight and size", "workIds": "celex:91989H000140", "eurovoc_concepts": ["Austria", "carriage of goods", "combined transport", "commercial vehicle", "environmental protection", "motor vehicle pollution", "police checks", "transit", "weight and size"], "url": "http://publications.europa.eu/resource/cellar/679ba81d-0304-4f11-9925-707f0a7c9301", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/60e0ff97-99b9-453b-879c-c472ee4487e1", "title": "Question No 4 by Mrs POLLACK (H-169/89) to the Council: Citizens' rights after 1992", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Parliament,POLLACK", "date": "1989-08-09", "subjects": "admission of aliens,drug traffic,extradition,foreign national,single market,terrorism", "workIds": "celex:91989H000169", "eurovoc_concepts": ["admission of aliens", "drug traffic", "extradition", "foreign national", "single market", "terrorism"], "url": "http://publications.europa.eu/resource/cellar/60e0ff97-99b9-453b-879c-c472ee4487e1", "lang": "eng", "formats": ["print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/6ef250de-7eb7-4513-a91f-80dcfa05a339", "title": "Question No 17 by Mrs EWING (H-153/89) to the Foreign Ministers meeting in Political Cooperation: Killing of unarmed protestors by troops in Beijing", "langIdentifier": "ENG", "mtypes": "print", "workTypes": "http://publications.europa.eu/ontology/cdm#question_parliamentary,http://publications.europa.eu/ontology/cdm#question_parliamentary_question_time,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "EWING,European Parliament", "date": "1989-08-09", "subjects": "China,armed forces,homicide,international sanctions,political prisoner,political violence,repression,right to demonstrate,student", "workIds": "celex:91989H000153", "eurovoc_concepts": ["China", "armed forces", "homicide", "international sanctions", "political prisoner", "political violence", "repression", "right to demonstrate", "student"], "url": "http://publications.europa.eu/resource/cellar/6ef250de-7eb7-4513-a91f-80dcfa05a339", "lang": "eng", "formats": ["print"]}
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{"cellarURIs": "http://publications.europa.eu/resource/cellar/1a9c09ae-fd76-46ee-8400-191bf6777572", "title": "Commission Regulation (EEC) No 2448/89 of 8 August 1989 determining for the Member States the estimated loss of income and the estimated level of the premium payable per ewe and per female goat for the 1989 marketing year", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-08", "subjects": "financial loss,goat,sheep,slaughter premium", "workIds": "celex:31989R2448,oj:JOL_1989_233_R_0005_021", "eurovoc_concepts": ["financial loss", "goat", "sheep", "slaughter premium"], "url": "http://publications.europa.eu/resource/cellar/1a9c09ae-fd76-46ee-8400-191bf6777572", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/cff77e93-6aa5-401b-8086-6ae1fc4c0be2", "title": "Commission Regulation (EEC) No 2441/89 of 7 August 1989 on arrangements for imports into Spain of certain textile products (category 3) originating in Pakistan", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-07", "subjects": "Pakistan,Spain,quantitative restriction,textile product", "workIds": "celex:31989R2441,oj:JOL_1989_231_R_0010_015", "eurovoc_concepts": ["Pakistan", "Spain", "quantitative restriction", "textile product"], "url": "http://publications.europa.eu/resource/cellar/cff77e93-6aa5-401b-8086-6ae1fc4c0be2", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/67ab9398-4974-41cb-90b2-5be0b29e27fe", "title": "DRAFT COUNCIL RESOLUTION ON THE DEVELOPMENT OF SUBCONTRACTING IN THE COMMUNITY", "langIdentifier": "ENG", "mtypes": "pdf", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_other,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-07", "subjects": "EU programme,action programme,business policy,subcontracting", "workIds": "celex:51989PC0402", "eurovoc_concepts": ["EU programme", "action programme", "business policy", "subcontracting"], "url": "http://publications.europa.eu/resource/cellar/67ab9398-4974-41cb-90b2-5be0b29e27fe", "lang": "eng", "formats": ["pdf"], "text": "COMMISSION OF THE EUROPEAN COMMUNITIES \n\nC0MC89) 402 final \n\nBrussels, 7 August 1989 \n\n^EVELOPJIEN^^ \n\nIN THE COMMUNITY \n\nCOMMUNICATION FROM THE COMMISSION \n\nand \n\nDraft \n\nCOUNCIL RESOLUTION \n\n\f\u00c7jarn y oi J* \n\nCOMMUNICATION PROM THE COMMISSION ON THE DEVELOPMENT OP \nSUBCONTRACTING IN THE COMMUNITY \n\nINTRODUCTION \n\nI - SUBCONTRACTING - A BUSINESS STRATEGY \n\nFOR 1992 \n\nP \n\n1 \n\nP 2 \n\nA - Economie importance of subcontracting \n\np 2 \n\nB - Subcontracting and the single market \n\n1. Structural changes in subcontracting \n2. New requirements for subcontractors \n\nC - The role of the European Community \n\nII - CREATION OF THE RIGHT ENVIRONMENT \n\nFOR SUBCONTRACTING IN THE INTERNAL \nMARKET \n\nA - Subcontracting and Community rules \n\nof competition \n\n-. _ B - Completing the single market and \n\nmeasures on the business environment \nfor SMEs \n\nC - Standards and certifications \n\nD - Payment periods \n\nE - Liability \n\nIII - BETTER INFORMATION AND COMMUNICATION \n\nFLOWS BETWEEN MAIN CONTRACTORS AND \nSUBCONTRACTORS \n\nA - Multilingual sector glossaries \n\nB - Tools to assist in the search for \n\npartners \n\nC - Electronic data transmission \n\nD - A European Information Centre on \n\nsubcontracting \n\np 3 \n\np 3 \np 4 \np 5 \n\np 5 \n\np 5 \n\np 6 \n\np 6 \n\np 7 \n\np 8 \n\np g \n\np 9 \n\np 9 \np 9 \n\n\fIV - PROMOTING SUBCONTRACTING AND PARTNERSHIP \n\nRELATIONS \n\nA - Educating partners on the \n\npartnership approach \n\np 11 \n\np 11 \n\nB - Enhancing the status of subcontractors \n\np 11 \n\n1. Practical guide to legal aspects \nof industrial subcontracting \n\nP H \n2. Subcontracting and public procurement p 12 \n3. Promoting cross-border cooperation \n\nbetween subcontractors \n\nP 12 \n\nC - Support for subcontractors in \n\nmodernizing and adapting their technology p 13 \n\nD - Making European subcontracting \n\nattractive to foreign investors and \npromoting it outside the Community \n\nCONCLUSION \n\np 13 \n\nF-^1*-\"' \n\n\fINTRODUCTION \n\nThe recourse to subcontracting is increasingly becoming a \nstrategic choice for businesses which are confronted to the need \nof improving their competitiveness. The completion of the single \nmarket in 1992 will most probably emphasize even more the scale \nof this evolution, more particularly with regard to cross-border \nMoreover the relationships between main \nsubcontracting. contractors and subcontractors are now radically different from \nwhat they were in the past when subcontracting was mainly a \nshort-term phenomenon. Most Community subcontracting businesses work mainly for local or \nregional markets and have only a limited knowledge of market \nopportunities in other Member States. When a subcontractor shows \ninitiative and explores the possibility of entering the larger \nCommunity markets, he is often discouraged by his lack of \nknowledge of the different laws and different national \ncertification and registration, commercial and public contract \nprocedures. The Commission considers that the competitiveness of Community \nbusinesses in key sectors such as aerospace, motor manufacturing, \nelectronics, transport equipment and energy production systems \nwill be determined partly by the technological capacity and \ncompetitiveness of European subcontractors, the majority of which \nare small or medium-sized businesses. The measures taken by the \nCommission to encourage subcontracting SMEs are therefore an \nimportant aspect of its policy to improve the business \nenvironment and promote the development of businesses. (1) \nOn the basis of the mandate given to the Business Cooperation \nCentre (2 ) and the Community action programme for small and \nmedium-sized enterprises (3 ), a number of initiatives have been \nprepared and the Commission considers that the time has come to \npresent these to the Council and the Parliament for them to draw \nthe appropriate conclusions with regard to future action and \npropose that, where appropriate, the initiatives be a with those \nplanned at national or regional level. Any current or future action should form part of a consistent \nwhole clearly setting out the extent and limits of Community \npolicy in this matter, respecting the principle of subsidiarity \nand reflecting the Commission's role as coordinator and \ninstigator. The general lines of the policy are: \n\nto create an environment suited to subcontracting; \nto improve the flow of information and communication \nbetween main contractors and subcontractors \nto promote subcontracting and partnership relations. 1 Com (89) 102 final \n2 Sec (76) 4397 final \n3 Com (86) 445 final \n\ni \n\n\fI. SUBCONTRACTING - A BUSINESS STRATEGY FOR 1992 \n\nSo far there is no universally accepted definition of \nsubcontracting. France is the only country, which adopted a law \non subcontracting in 1975 and a standard for the definition of \nindustrial subcontracting in 1987. In most of Community countries it is not identified formally, \neither from a legal or accounting point of view, nor is it \nreferred to in a specific case law , that could help clarify its \nfield of application or define its specific character. Although subcontracting is sometimes carried out by big \ncompanies, in particular in the field of motor manufacturing for \nfirst tier subcontractors, in most cases subcontractors are small \nor medium-sized enterprises. Subcontracting exists in a variety of sectors. It occurs in \npublic works and the building industry where it traditionally \ntakes the form of a relationship between three partners (the \ncontracting \nthe \nsubcontractor). In a more strictly industrial situation there are \nonly two partners involved (the main contractor and the \nsubcontractor). This form is encountered in motor manufacturing, \naerospace and the textile industry. There are also different ways in which subcontracting is \npractised. Japan for instance, has a pyramidal type of \norganisation with different layers of subcontractors, while in \nEurope main contractors were, until now, in direct contact with \na very large number of subcontractors. Nevertheless, if subcontracting can be considered as a specific \ntype of relationship between enterprises, it may be assumed that \na subcontracting relationship exists wherever a business \n(frequently small and referred to in what follows as the \n\"subcontractor\") acts for the account of another undertaking \n(frequently large and referred to in what follows as the \"main \ncontractor\") in the process of working and making a specific \nproduct to plans and technical specifications supplied by the \nmain contractor, who has final economic responsibility. authority, \n\ncontractor \n\nmain \n\nthe \n\nand \n\nA. Economic importance of subcontracting \n\nAn immediate consequence of the difficulties of defining \nsubcontracting is the absence of statistics and the problem of \nobtaining quantifiable data on which to base a reliable economic \nassessment. France is the only country which since the early 1970s has been \nmeasuring the amount of work contracted out through annual \nbusiness surveys carried out by INSEE. According to statistics \npublished by the INSEE, the aerospace, shipping and motor \nmanufacturing industries are the largest main contractors but \nsubcontracting is also increasing in electrical and electronic \nmanufacturing and in the textiles and clothing industry in \nparticular. Six out of every ten industrial undertakings with more than 20 \nemployees subcontract work occasionally or regularly. But the \nweight of large undertakings (with over 500 employees) is the key \nfactor since they account for two thirds of all subcontracting. The vast majority of subcontractors are SMEs and, according to \ncertain local surveys, half of these are also main contractors. An empirical assessment suggests that the European industrial \nsubcontracting market is worth ECU 100 000 million. Whereas only a few years ago, the share of external source of \nsupplies was estimated, in Europe, at some 40% (purchases and \nsubcontracting) it now accounts for some 60% (over 80% in Japan). B. Subcontracting and the single market \n\nThe completion of the internal market will bring on a \nliberalization of intra-comrounity exchanges and will enable the \nmore systematic recourse to cross-border subcontracting. For \nexample, the opening of public markets will provide increased \nmarket \nand \nintra-coramunity \nsubcontractors. competition, the internal market will urge businesses to increase \ntheir competitiveness and specialization. opportunities \n\ncontractors \n\nreinforcing \n\nHowever, \n\nmain \n\nboth \n\nfor \n\nby \n\nThus, the internal market will emphasize a certain number of \nstructural changes in the subcontracting relation, generated by \nthe increased externalization of the production. They bring a \nprofound modification in traditional attitudes and consequential \nin subcontractors' demands and new requirements. 1. Structural changes in subcontracting \n\nThese structural changes are three-fold: \n\n- an increasing demand for subcontracting \n- a greater specialization of subcontractors \n- a modification in the relation between main contractor and \n\nsubcontractor \n\nIn order to maintain their flexibility and their ability to \nadapt, an increasing number of large companies are putting out an \nincreasing proportion of their production to subcontractors. The \npossibility of getting supplies from alternative and competitive \nsources enables them to contain their costs and become more \ncompetitive. In addition to this quantitive change in the demand \nfor subcontracting, there is a qualitative one. The main \ncontractor intends to pass on more and more complex operations to \nhis subcontractor and expects him to master a process or a \ntechnology that he himself does not possess (or that he considers \nnot profitable to acquire) as well as the realization of sub \nassembly or whole-function operations. The form of subcontracting known as 'capability subcontracting' \nand which was used in the past to counter the fluctuations of \nmain contractors' production capacities is increasingly changing \ninto specialist subcontracting. Therefore, in order to remain \ncompetitive, subcontractors have to specialize in a specific \nfield. These new demands also bring a change in the relation between \nmain contractors and subcontractors. By acquiring a product (that he no longer produces) as well as a \nknow-how (that he does not possess), the main contractor has \nevery interest in establishing more stable and balanced relations \nwith his subcontractors, and in certain cases involving them in \nhis research and development works. It is in this sense that one \ncan speak of partnership. At the same time, main contractors commit themselves to reduce \nthe number of direct subcontractors with which they will have \nthis type of relation and on to which they will pass on the \nresponsibility of whole assemblies. We are thus in presence of a phenomenon of \"cascading \nsubcontracting\" whereby first level subcontractors will turn to \nother subcontractors of the second or third level to manufacture \nthe various components. Finally, in order to preserve, as much \nfor themselves as for their subcontractors a threshold of \ndependency low enough not to threaten their mutual existence in \ncase of difficulty, main contractors encourage their \nsubcontractors to diversify their customers, and develop products \nof their own. This new conception of the organization of production, in which \nimproving \nsubcontracting \ncompetitiveness, also covers the respect of the legislation on \nworking conditions and already approved conventions. positive \n\nplays \n\nrole \n\nin \n\na \n\n2. New requirements for subcontractors \n\nThe demands for specialization and for diversification entail a \nprofound change in the role of the subcontractor. Mainly \nconstituted by small businesses that are bound to a single or \nmore main contractors geographically close and for which they \nhave until now, realized capacity functions, subcontractors are \nin most cases, ill-prepared for these new imperatives of \ncompetitivity. They are thus facing new requirements that \nexpress themselves in terms of the improvement of the business \nenvironment, of information and of strategy adaptability. A more widespread use of European norms, a greater transparency \nof certification procedures, a clarification of the situation of \nsubcontracting with regard to public procurements will all \ncontribute to improve the environment of subcontracting and are \nthe conditions ensuring a more systematic and fairer recourse to \ncross-border subcontracting. On the other hand, information on \nthe capacities of subcontracting as well as market opportunities \noffered as much in the framework of public procurements as in \nthat of important European projects, must be available at \nCommunity level, more particularly to enable subcontractors to \ndiversify their customers. In addition, a good knowledge of new \ntechnologies, of innovation, normalization and of the evolution \nof the markets are necessary for them to specialize. If an information which is easily available, simple and up to \ndate is a vital condition in preparing subcontractors for a \n\n\fCommunity wide market, then they also have to define the notion \nof a more global strategy. In view of this, any measure \npromoting innovation, marketing and management, are most \nimportant. In order to make the necessary investments related to innovation \nand specialization, subcontractors need to establish more stable \nand balanced relations as well as a more regular and anticipated \ndialogue with their main contractors. Finally, the elaboration of partnership and cooperation \nstrategies with other subcontractors will enable them to reach \nthe critical size on the Community market, to have access to new \nmarkets and to specialize in very sharp and competitive fields. C. The role of the European Community \n\nThe institutional framework for subcontracting varies from \ncountry to country mainly because of variations in industrial \nstructure, the extent to which subcontracting has developed and \nthe role traditionally played by representative economic bodies \nand the public authorities. With regard to the above mentioned requirements of subcontracting \nbusinesses, the role of the Community authorities is on the one \nhand to ensure that a legal and financial environment favouring \nsubcontracting - particularly cross-border subcontracting - is \ncreated. On the other hand, it must help improve the flow of \ninformation and communication between the main contractors and \nsubcontractors in different European regions as well as the \npromotion of subcontracting and partnership relations so that \nthey are in a better position to exploit the potential of the \ninternal market. The measures taken by the Commission will therefore complement \nnational actions and consist of a series of initiatives which aim \nto create conditions which will foster the development of \nharmonious relations in subcontracting and promote their cross-\nborder dimension. II CREATING THE RIGHT ENVIRONMENT FOR SUBCONTRACTING IN THE \n\nINTERNAL MARKET \n\nA \n\nSubcontracting and community rules on competition \n\nIn 1978 the Commission assessed subcontracting agreements in the \nlight of Article 85 of the Treaty of Rome (4). The resulting communication clarified under what conditions \ncontracts of this type were not caught by that Article, and \nremoved certain doubts about the compatibility of this form of \ndivision of labour with Community competition rules. The \nCommission thereby supplemented, in respect of subcontracting, \nits earlier communications on cooperation and agreements of minor \nimportance, and helped to establish more balanced relationships \nbetween enterprises, thus expanding the scope for fruitful \ncooperation. 4 OJ CI 3/1/79 \n\nS \n\n\fB \n\nCompleting the single market and measures on the business \nenvironment for SMEs \n\nThe work launched by the Commission pursuant to the White Paper \non the completion of the internal market will facilitate \nsubcontracting in general and cross-border subcontracting in \nparticular. The initiatives proposed in the Council decision of \nJuly 1989 relating to the improvement of the business environment \nand the promotion of the development of enterprises, in \nparticular SMEs, also contribute towards this objective. Also, as there is subcontracting in many sectors of economic \nactivity, most Community policies, whether on regional \ndevelopment, social matters, innovation or technology transfer, \naffect subcontracting. For instance, some of the measures \nintroduced under the SPRINT programme help promote cross-border \ncooperation \nand \nsubcontracting \nenterprises. In the same way, in the framework of Community R &D \nactivities concerning industry, such as the BRITE-EURAM \nprogramme, research proposals regarding the interface and common \nproblems between main and subcontractors are considered. intermediaries \n\nbetween \n\nC \n\nStandards and certification \n\nCommission policy following the Council's adoption of Directive \n83/189/EEC and the resolution of 7 May 1985 by the Council is \ncontributing significantly towards the reduction of technical \nbarriers to trade and the clarification of the conditions, \nparticularly on safety, health etc. with which European products \nhave to comply. The substitution of harmonized standards for in-house purchasing \nspecifications or rules is of fundamental importance for \nsubcontractors in as much as they enable a more balanced and \ntransparent technical dialogue between main and subcontractors as \nwell as a reduction of costs of toolings, certification controls \nand audits. In addition, harmonized standards are drawn up on the \nbasis of the fundamental principles of standardization: \nparticipation by all the parties concerned through the \nintermediary of standardization bodies and with full \ntransparency, public enquiries, etc. The Commission intends to pursue its policy of promoting European \nstandards, particularly through harmonization directives and the \n\"public contracts\" directives. A \n\n\fSufficient information on standards is also particularly \nnecessary to subcontractors who want to take on cross-border \nsubcontract work. A feasibility study is being made in order to \nimprove the transmission and transparency of information on \nstandards and standard projects. The now generally accepted role of quality in economic progress \nand commercial success inevitably results in more narrowly drawn \nspecifications and in companies requiring their suppliers to \nconform more strictly. Suppliers therefore have to undergo proliferating and complex \ntype approval procedures which give rise to disproportionate \ncosts on the supplier's side and therefore constrain any effort \nto expand into cross-border contracting. The Commission's action which aims at mutual recognition of \ncertification and testing procedures, is three-fold: \n\nestablishing common transparency criteria for use in \nassessing the competence and operation of certification \nbodies and test laboratories and in approving them; \n\nthe adoption of a Council Decision incorporating a number of \nmodules on different aspects of certification procedure for \nuse in Community legislation; \n\nsetting up a European structure to organize mutual \ncertification and testing recognition on the basis of the \ncommon transparency criteria. A policy statement and a proposal for a Decision have recently \nbeen addressed by the Commission to the Council (5). The Commission will also analyse the cost - in terms of finance, \nequipment and human resources - to European subcontractors of the \nmultiplicity of certification procedures and will take action to \nensure that businesses and certification bodies are aware of the \nproblem. D. Payment periods \n\n\"Another major problem for subcontractors is that of payment \nperiods. There are still enormous differences on this point. For instance Italian subcontractors have to accept periods of up \nto 120 days whilst German firms generally pay their \nsubcontractors within 30 days. Eight of the twelve countries have laws on terms of payment and \nin at least seven of them contractual practice on this point is \nthe source of particularly difficult problems for subcontractors. 5 Com (89) 209 final \n\nso \n\n\f8 \n\nThe cost of the inter-company credit generated as much by late \npayment as by the difference between the periods of payment to \nsuppliers of raw materials and payment by the main contractor, \nmay be estimated at between 2 and 3% of a company's turnover. Practices of this type can undermine the very existence of some \nSMEs. The Commission considers that the problem of payment deadlines is \na key factor in the viability of SMEs and that the differences \nbetween the laws and practices of the Community countries could \nhamper intra-Community trade. It will therefore be conducting \nin-depth discussions on the question with the national \nauthorities and trade circles of the Member States. E. Liability \n\nThe entry into force of Directive 85/374/EEC on the approximation \nof the laws, regulations and administrative provisions of the \nMember States concerning liability for defective products \ndirectly concerns subcontracting in so far as it lays down the \nprinciple of the manufacturer's no-fault liability in the event \nof damage caused by a defect in his product, the word 'producer' \nbeing defined in Article 3(1) as \"the manufacturer of a finished \nproduct, the producer of any raw material or the manufacturer of \na component part. \". The latter is not liable where \". the defect is attributable to \nthe design of the product in which the component has been fitted \nor to the instructions given by the manufacturer of the \nproduct. \" (Article 7(f)). As the burden of proof lies with the producer, the wording of the \ncontract setting out the main contractor's specifications and the \ncontrols required is particularly important, since the contract \nmay be taken to represent the \"instructions given by the \nmanufacturer\". Furthermore, Article 5 of the Directive provides for the joint \nand several liability of the producers where more than one person \nis liable for the damage. The subcontractor's liability could \ntherefore be invoked in this respect. In view of the specific nature of subcontracting, the Commission \nwill charge a group of experts to examine the implications on \nsubcontracting businesses of this directive. III. BETTER INFORMATION AND COMMUNICATION FLOWS BETWEEN MAIN \nCONTRACTORS AND SUBCONTRACTORS \n\nUnder the action programme for SMEs,the Commission has taken a \nseries of measures aimed at improving information and \ncommunication between main contractors and subcontractors at \nCommunity level. S* \n\n\fA. Multilingual sector glossaries \n\nAs the products of subcontracting are not standard products, they \nOne of the \nare not listed in conventional nomenclatures. Commission's first tasks was therefore to draw up multilingual \nsector glossaries to facilitate contacts between main contractors \nand subcontractors in different countries. The glossaries are \nalso used in setting up data banks and subcontracting exchanges, \nwhich can be linked up across borders by means of compatible \nelectronic data transmission systems. The Business Cooperation Centre has continued with the task begun \nin 1976 and, by the end of 1989, six further volumes will have \nbeen added to the range. This means that most sectors in which \nwork is contracted out (metal, plastics and rubber, textiles, \nwood, electronics, industrial services, ceramics and general \nservices for businesses) will be covered. B. Tools to assist in the search for partners \n\nThe systems available to the Business Cooperation Centre in the \nsearch for partners, whether traditional advertising of business \ncooperation or the new computerized BC-NET system, are useful \nmeans of improving communication between main contractors and \nsubcontractors and facilitating the search for partners in other \nCommunity countries. The Commission is currently evaluating and improving these \nsystems so that they can be put to good use specifically in \nsubcontracting. C. Electronic data transmission \n\nElectronic data transmission is spreading rapidly in Community \ntrade and represents a particular challenge for SMEs. In this connection the TEDIS programme, introduced under Council \nDecision 87/499/EEC, aims to encourage the a development of \nelectronic data transmission systems. Some pilot projects devoted to small and medium-sized businesses \nare already up and running under the programme. It would seem \ndesirable to continue with this measure in order to obtain guide \nlines on how to educate the subcontractors. D. A European Information Centre on Subcontracting \n\nThe completion of the single market in 1992 and the new demands \non subcontractors that this will bring in terms of technological \nadjustment, diversification of their outlets and increasing \nbring an \ncomplexity in legal and technological standards \nincreased need for information of businesses, more particularly \nfor information of cross-border nature. The Commission has asked \nfor a feasibility study on a European Information Centre on \nSubcontracting. This study has highlighted the needs of \nbusinesses for information as well as the conditions of viability \nfor such a Centre. In order to check the guide-lines set out in \nthe study, the Commission consulted those parties mainly \n\nJL \n\n\f10 \n\nconcerned (businesses, intermediaries, local and national public \nauthorities, etc. ). There have already been consultations \nthrough the work of the committee of government experts on \nsubcontracting. An operational proposal for the Centre is currently being \ncirculated to as many potentially interested bodies as possible \n(chambers of commerce, development agencies, etc. ). Depending \non their reactions, the Commission will then take things a stage \nfurther with a view to launching the project. If approved, the \nCentre could be operational some time during 1990. This European Information Centre on Subcontracting should not be \nan arm of the Commission but an independent body providing, the \nextension and interface, at Community level, of the local, \nregional and national bodies that represent, assist and advise on \nsubcontracting matters. It should have a simple structure and \nshould soon become self-financing. On an indicative basis, the following functions \nfulfilled by the Centre: \n\ncould be \n\nto improve the flow of information between main \ncontractors and subcontractors at European and \ninternational level; \n\nto provide up-to-date and easily accessible information \non the legal, economic, institutional and technical \nsubcontracting environment in the twelve Community \ncountries and others (United States, Canada, Japan); \n\nto give subcontractors immediate access to the data \nbanks covering standards (ICONE) and certification \nsystems (PROMOLOG-CERTIFICAT); \n\nprovide \n\non \nto \nsubcontracting opportunities in public procurement and \nlarge-scale European contracts; \n\ninformation \n\nregular \n\nadvance \n\nto promote the setting up of consortia, European \neconomic interest groupings and other cooperative \nventures to submit joint tenders for contracts, or to \njoin commercial and administrative forces in order to \nprospect new markets, particularly export markets; \n\nto establish a central reference base for checking \ncross-border subcontracting capability; \n\nto provide a forum for exchanging experience and \nholding meetings on subcontracting; \n\nto promote the search and studies on subcontracting. ^ \n\n\fIV. PROMOTING SUBCONTRACTING AND PARTNERSHIP RELATIONS \n\n11 \n\nIn order to accompany the structural changes in subcontracting \nwithin the Community, the Commission is developing a series of \nactions aimed at reinforcing the capability of subcontracting and \npromoting \nand \nrelations \nsubcontractors. (6 ) \n\npartnership \n\nbetween \n\nmain \n\nA. Educating partners on the partnership approach \n\nA series of pilot projects could be planned in conjunction with \nsubcontracting intermediaries and purchasers' associations with \nthe aims of making undertakings aware of the need to integrate \nthe concept of partnership into their forward plans and their \nnegotiations, and of improving the exchange of experience at \nCommunity level. The aim of these projects would be, inter alia, to promote the \nuse of European and national standards in specifications, to plan \norders further ahead, to deal with the problem of payment \ndeadlines, to promote cooperation in matters of value analysis \nbetween main contractors and subcontractors and to provide \ntechnical assistance for subcontractors. It would also encourage such relationships if success stories \nabout partnership operations were collected and disseminated all \nover the Community. B \n\nEnhancing the status of subcontractors \n\n1. Practical \n\nguide \n\nto \n\nlegal \n\naspects \n\nof \n\nindustrial \n\nsubcontracting \n\nIn view of the completion of the single market in 1992 and the \nincrease in cross-border ventures, the Commission has started to \ndraw up a practical guide to legal aspects of industrial \nsubcontracting. This will comprise a section on the need to draw up a written \ncontract and the various clauses that should be included, and a \nsecond part comparing the legal systems governing subcontracting \nin the twelve Member States, and will therefore serve as a \npractical handbook to subcontractors wanting to go into cross-\nborder ventures. 6 the concept of partnership refers to the setting up of economic \ncooperation links between businesses as for instance, in the \nframework of the Europartenariat programme. J** \n\n\f12 \n\n2 \n\nSubcontracting and public procurement \n\nThe use of subcontracting in public contracts is increasing. Together with the practice of order batching, this represents one \nmeans of access for SMEs to large contracts. Improved access for \nSMEs is one approach adopted by the Commission in its \nCommunication on the regional and social aspects of public \nprocurement for the adjustment of \"regional preferences\" to \nCommunity legislation regarding free competition for these \nprocurements (7 ). The Commission considers that, for subcontracting in public \nprocurement, action is required on two fronts: \n\nbetter information must be made available on subcontracting \nopportunities; \n\nthe legal status of subcontractors must be clearly defined \n\nRegarding subcontracting opportunities in particular, the recent \nCouncil Directive amending Directive 71/305/EEC (\"public works\") \nprovides that awarding authorities may include in the tender \nnotice information on the main contractor's intentions with \nregard to subcontracting. Since at that stage the main contractors may already be committed \nto using certain subcontractors, the awarding authorities should \nbe prepared to make lists of possible main contractors available \nto firms interested in subcontracting. This information should be distributed early enough to enable \nsubcontractors to contact potential tenders before the latter \nsubmit their tenders. The network of Euro Info Centres hooked up \nto the TED data bank disseminates tender notices and helps SMEs \nto tender for contracts in which they are interested. A clear and balanced legal framework would also enable \nsubcontractors to tender with greater confidence and security for \npublic contracts in other Community countries. The Commission will put forward proposals along these lines in a \ncommunication and recommendation on SME participation in public \ncontracts. 3 \n\nPromoting cross-border cooperation between subcontractors \n\nactivities \n\nThe Commission is also encouraging the development of activities \nspecifically involving regions in different Community countries. The \nsubcontracting \nintermediaries and are aimed at bringing together firms whose \nactivities complement each other and which can therefore combine \nto tender for large contracts. The EEIG is a suitable instrument \nfor the purpose since it enables several SME subcontractors to \ncombine on a project. are being promoted \n\nby \n\n7 Sec (89) 400 final \n\n> \n\n\f13 \n\nC. Support for subcontractors in modernizing and adapting their \n\ntechnology \n\nThree businesses in France, Belgium and the United Kingdom have \nbeen involved in a pilot project to train the managers and \nemployees of SME subcontractors in just-in-time methods. The \nassessment report highlights the fact that this management method \nleads to clear improvements in the way a business operates and \nthat the approach depends on a number of factors arising out of \nthe very nature of subcontracting businesses, particularly the \nlack of personnel and main contractors' failure to plan their \norders. As regards training subcontractors to produce high quality, the \nCommission is currently completing a cross-border pilot project \nintroducing quality assurance and control systems into small and \nmedium-sized subcontracting businesses. There are also a number \nof current projects in Member States initiated by main \ncontractors, intermediaries, public authorities or subcontractors \nthemselves. There are plans for a survey of these projects. D. Making European subcontracting attractive to foreign \ninvestors and promoting it outside the Community \n\nTo obtain a clearer idea of the detailed organization of \nsubcontracting in Japan, the Commission arranged for a group of \nspecialists to study subcontracting in Japan in 1988. Thirty-eight representatives of subcontracting intermediaries \nTheir remit was to \ntook part in the fact-finding mission. disseminate the information they gathered to the undertakings \nthey represent. One of the first lessons the members of the study group learned \nwas that European undertakings have to step up their efforts to \nmake up the ground they have lost with regard to productivity and \nproduct quality. This is particularly important in view of \nJapanese investment in Europe, which represents a not \ninsignificant potential subcontracting market. In Spring 1990 the Commission will be organizing one-day meetings \non the response of European subcontractors to Japanese \ninvestment. A preparatory study will be carried out on the \nstrategy used by Japanese investors and the effects of their \nInvestments on local businesses. Also, as part of the programme to create a better business \nenvironment and encourage the development of enterprises, \nparticularly SMEs, the Commission intends making arrangements to \npromote exports by SMEs. There will be a special section on \nsubcontracting. The success of such a programme will partly \ndepend on the action taken at Community level to improve the \ncompetitiveness of subcontractors. A more detailed examination \nwill be made in the light of the results of the general programme \non subcontracting. The potential for such experts should not be \noverlooked in the context of the present trade liberalization \nnegotiations. /*' \n\nA \n\n\f14 \n\nCONCLUSION \n\nSubcontracting is increasingly emerging in answer to the \nchallenge of technology and international competition. The 1992 deadline is throwing new light on the challenge the \nsubcontractors are facing. If we create an environment which \nfavours the development of more harmonious and better balanced \nrelations this will help businesses meet the objectives of \nquality and competitiveness. The Council is called upon to adopt the draft resolution \naccompanying this communication. St \n\n\fIS \n\nDRAFT \n\nCOUNCIL RESOLUTION ON THE DEVELOPMENT OF \n\nSUBCONTRACTING IN THE COMMUNITY \n\nTHE COUNCIL OF THE EUROPEAN COMMUNITIES, \n\nHaving regard to the Treaty establishing the European Economic \nCommunity, \n\nHaving regard to the proposal from the Commission, \n\nWhereas the Council adopted on 3 November 1986 a resolution \nconcerning the action programme for small and medium-sized \nenterprises, and in July 1989 a decision relating to the \nimprovement of the business environment and the promotion of the \ndevelopment of enterprises, in particular of small and medium-\nsized enterprises in the Community; \n\nWhereas, following communications on an enterprise policy for the \nCommunity and on strengthening cooperation between European \nfirms: a response to the 1992 internal market deadline, the \nCommission has sent to the Council a communication on the \ndevelopment of subcontracting in the Community; \n\nWhereas subcontracting is becoming a strategic choice for \nenterprises as part of their policy to use external resources; \n\nWhereas, the completion of the single market in 1992, by offering \nto businesses wider market opportunities, will enable a more \nsystematic recourse to cross-border subcontracting and, by \nreinforcing \nemphasize \nstructural changes in the subcontracting relation; \n\nintra-community \n\ncompetition, \n\nwill \n\nWhereas the improvement of the subcontracting environment is a \nnecessary condition for its cross-border development; \n\nWhereas appropriate and pertinent information and ease of \ncommunication are particularly important for establishing cross-\nborder subcontracting relationships; \n\nWhereas the adjustment to new demands for competitiveness, \nspecialization and diversification represents a challenge for \nsubcontractors and that establishing more balanced and stable \nrelationships in subcontracting calls for special efforts on the \npart of main contractors and subcontractors alike, \n\nj* \n\n\f16 \n\nNotes with interest the Commission's action so far, and in \nparticular its promotion of cross-border subcontracting; \n\nCalls upon the Commission to continue to instigate, initiate and \ncoordinate measures aimed at creating a propitious environment \nfor subcontracting; \n\nEncourages initiatives to improve the flow of information and \ncommunication between main contractors and subcontractors, in \nparticular the continuation of work on multilingual sectoral \nterminologies and the improvement of the systems to assist in the \nsearch for partners; \n\nWelcomes the initiative concerning the creation of a European \nInformation Centre on Subcontracting and requests the Commission \nto continue its works, in close collaboration with concerned \nprofessional organizations; \n\nStresses the importance of promoting more balanced and stable \nrelationships between main contractors and subcontractors and of \npromoting European subcontracting to foreign investors; \n\nConsiders that an improved legal framework for subcontracting is \ndesirable, particularly in public procurement, and that the \nproblem of payment periods should be carefully examined; \n\nWishes to be kept informed of the progress of the Commission's \nwork on the development of subcontracting in the Community. J*> \n\n\fMfWB\u00a5 \n\nSUMMARY OF ACTIONS BROUGHT FORWARD BY \nTHE COMMISSION OF THE EUROPEAN COMMUNITIES FOR THE \nDEVELOPMENT OF SUBCONTRACTING IN THE COMMUNITY \n\nPROJECTS COMPLETED \n\nConference on \"Subcontracting in Europe\" - May 1988. Pilot project on the introduction of Just-in-Time in \nsubcontracting SMEs. Fact-finding mission on subcontracting in Japan -\nNovember/December 1988. Terminologies in the metal and plastic and rubber sectors. Practical guide to legal aspects of industrial subcontracting \nin the Community. Publication of the first volume relative to \nthe subcontract. Feasibility study on the creation of a European Information \nCentre on subcontracting. PROJECTS IN PROCESS \n\nPublication of a study on subcontracting and the integration \nof production processes in European industry. Practical guide to legal aspects of industrial subcontracting \nin the Community. Publication of the second volume relative \nto the legal situation of subcontracting in the twelve Member \nStates. Consultation of subcontracting intermediary bodies for the \ndefinition of a European Information Centre on subcontracting. Pilot project on the introduction of quality insurance and \nquality control schemes in subcontracting SMEs. Publication of terminologies relative to the following \nsectors: \n- electronic/electrotechnic \n- textiles \n- wood \n- industrial services \n- ceramics \n- general services to enterprises. 4o \n\n\fFUTURE PROJECTS \n\nAssessment and improvement of instruments for the search for \nbusiness partners' instruments, in order that they can be put \nto good use in subcontracting. Update of terminologies of the \"metal and plastic and rubber\" \nsectors. Computerization of existing volumes. Study of the cost of the numerous procedures of certification \nfor the subcontracting SMEs. Constitution of a group of experts in charge of examining the \neffects of the application of the directive 85/374 (product \nliability) on subcontracting enterprises. Examination of the effects of the variety of legislations and \nmethods for terms of payments for subcontractors in the \nCommunity. Follow-up of work relative to the creation of a European \nInformation Centre on subcontracting. Support of the \nlaunching of the project. Conference on the response of European subcontractors to \nJapanese investment in Europe. Propositions relative to the definition of a clear and \nbalanced legal framework for subcontracting in public \nprocurements. Initiatives for the education of partners on the partnership \napproach and cooperation between subcontractors. FINANCING \n\nAll these projects are included in the framework of the \ndecision of the Council of July 1989 relative to the \nimprovement of the environment and to the promotion of the \ndevelopment of enterprises, in particular SMEs, in the \nCommunity, and will be therefore financed by the line 7770 of \nthe budget, measures for the stimulation of enterprises \n(SMEs). In consequence, it entails no additional expense with \nrespect to those already decided. M \n\n\f\fISSN 0254-1475 \n\nCOM(89) 402 final \n\nDOCUMENTS \n\nEN \n\n13 \n\nCatalogue number : CB-CO-89-350-EN-C \n\nISBN 92-77-52421-9 \n\nOffice for Official Publications of the European Communities \nL-2985 Luxembourg \n\nJU,"}
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{"cellarURIs": "http://publications.europa.eu/resource/cellar/c0380f4d-03ae-4fd9-86c3-b8bc2ef8ddca", "title": "Commission Regulation (EEC) No 2440/89 of 4 August 1989 amending Regulations (EEC) No 3846/87 and (EEC) No 1700/84 on product nomenclature for export refunds in the pigmeat sector and repealing Regulation (EEC) No 232/83", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-04", "subjects": "agricultural product nomenclature,export refund,pigmeat,price fixed in advance", "workIds": "celex:31989R2440,oj:JOL_1989_231_R_0006_014", "eurovoc_concepts": ["agricultural product nomenclature", "export refund", "pigmeat", "price fixed in advance"], "url": "http://publications.europa.eu/resource/cellar/c0380f4d-03ae-4fd9-86c3-b8bc2ef8ddca", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/a2c56ac0-ee51-4d01-baf3-3ba37540c5e8", "title": "Commission Regulation (EEC) No 2439/89 of 4 August 1989 amending Regulation (EEC) No 1634/86 and (EEC) No 3711/88 concerning the supplementary mechanism applicable to trade in olive oil imported into Portugal", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-04", "subjects": "Portugal,import restriction,intra-EU trade,olive oil,supplementary trade mechanism", "workIds": "celex:31989R2439,oj:JOL_1989_231_R_0005_013", "eurovoc_concepts": ["Portugal", "import restriction", "intra-EU trade", "olive oil", "supplementary trade mechanism"], "url": "http://publications.europa.eu/resource/cellar/a2c56ac0-ee51-4d01-baf3-3ba37540c5e8", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/40605365-cd53-4caa-ae1b-d3e4f3286b04", "title": "PROPOSAL FOR A COUNCIL REGULATION ( EEC ) AMENDING REGULATION ( EEC ) NO 804/68 ON THE COMMON ORGANIZATION OF THE MARKET IN MILK AND MILK PRODUCTS", "langIdentifier": "ENG", "mtypes": "pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#act_preparatory,http://publications.europa.eu/ontology/cdm#proposal_act,http://publications.europa.eu/ontology/cdm#proposal_regulation_ec,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-03", "subjects": "common organisation of markets,milk,milk product", "workIds": "celex:51989PC0352(03),comnat:COM_1989_0352(03)_FIN,oj:JOC_1989_242_R_0014_01", "eurovoc_concepts": ["common organisation of markets", "milk", "milk product"], "url": "http://publications.europa.eu/resource/cellar/40605365-cd53-4caa-ae1b-d3e4f3286b04", "lang": "eng", "formats": ["pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/d2c1b00e-d68f-465c-bc7f-09be9c2f2412", "title": "Commission Regulation (EEC) No 2415/89 of 3 August 1989 laying down detailed rules of application for the granting of private storage aid for certain fishery products", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-03", "subjects": "economic support,fishery product,private stock,producer organisation,storage cost", "workIds": "celex:31989R2415,oj:JOL_1989_228_R_0010_023", "eurovoc_concepts": ["economic support", "fishery product", "private stock", "producer organisation", "storage cost"], "url": "http://publications.europa.eu/resource/cellar/d2c1b00e-d68f-465c-bc7f-09be9c2f2412", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/7cb58806-a1c3-4f03-948e-c321f1ecfe3e", "title": "Protocol for the accession of Bolivia to the General Agreement on Tariffs and Trade", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#agreement_international,http://publications.europa.eu/ontology/cdm#agreement_non-member-states,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "Bolivia,European Economic Community", "date": "1989-08-03", "subjects": "Bolivia,GATT,Uruguay Round,accession to an agreement,multilateral agreement,protocol to an agreement", "workIds": "celex:21990A0221(01)", "eurovoc_concepts": ["Bolivia", "GATT", "Uruguay Round", "accession to an agreement", "multilateral agreement", "protocol to an agreement"], "url": "http://publications.europa.eu/resource/cellar/7cb58806-a1c3-4f03-948e-c321f1ecfe3e", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/9cb56054-ef98-419d-88c4-475a8365ee6f", "title": "Commission Regulation (EEC) No 2535/89 of 2 August 1989 imposing a provisional anti-dumping duty on imports of potassium permanganate originating in Czechoslavakia", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-02", "subjects": "Eastern Bloc countries,chemical product,dumping", "workIds": "celex:31989R2535,oj:JOL_1989_245_R_0005_013", "eurovoc_concepts": ["Eastern Bloc countries", "chemical product", "dumping"], "url": "http://publications.europa.eu/resource/cellar/9cb56054-ef98-419d-88c4-475a8365ee6f", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/f39b0c70-f884-4f11-88ba-0872f37d2650", "title": "Commission Regulation (EEC) No 2380/89 of 2 August 1989 laying down provisions for the implementation of article 5 (2) of Council Regulation (EEC) No 1697/79 on the post-clearance recovery of import duties or export duties which have not been required of the person liable for payment on goods entered for a customs procedure involving the obligation to pay such duties", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-02", "subjects": "export tax,import tax,redemption", "workIds": "celex:31989R2380,oj:JOL_1989_225_R_0030_038", "eurovoc_concepts": ["export tax", "import tax", "redemption"], "url": "http://publications.europa.eu/resource/cellar/f39b0c70-f884-4f11-88ba-0872f37d2650", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
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{"cellarURIs": "http://publications.europa.eu/resource/cellar/11b43190-9966-44b3-8592-cf368ccc9f9c", "title": "Commission Regulation (EEC) No 2381/89 of 2 August 1989 laying down detailed rules for granting compensation for tuna for the canning industry", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-02", "subjects": "cannery,economic support,producer organisation,sea fish,selling price", "workIds": "celex:31989R2381,oj:JOL_1989_225_R_0033_039", "eurovoc_concepts": ["cannery", "economic support", "producer organisation", "sea fish", "selling price"], "url": "http://publications.europa.eu/resource/cellar/11b43190-9966-44b3-8592-cf368ccc9f9c", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/5db0d34e-b50d-4681-9ea6-9550734fc57f", "title": "89/515/EEC: Commission Decision of 2 August 1989 relating to a proceeding under Article 85 of the EEC Treaty (IV/31.553 - Welded steel mesh) (Only the German, French, Italian and Dutch texts are authentic)", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#decision,http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-02", "subjects": "EU Member State,horizontal agreement,infringement procedure (EU),inter-company agreement,metallurgical industry,metalworking", "workIds": "celex:31989D0515,oj:JOL_1989_260_R_0001_003", "eurovoc_concepts": ["EU Member State", "horizontal agreement", "infringement procedure (EU)", "inter-company agreement", "metallurgical industry", "metalworking"], "url": "http://publications.europa.eu/resource/cellar/5db0d34e-b50d-4681-9ea6-9550734fc57f", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}
{"cellarURIs": "http://publications.europa.eu/resource/cellar/a9b19eef-52ad-4287-b322-e8a41bbf6121", "title": "Commission Regulation (EEC) No 2496/89 of 2 August 1989 on a prohibition on importing raw and worked ivory derived from the African elephant into the Community", "langIdentifier": "ENG", "mtypes": "html,pdfa1b,print", "workTypes": "http://publications.europa.eu/ontology/cdm#legislation_secondary,http://publications.europa.eu/ontology/cdm#regulation,http://publications.europa.eu/ontology/cdm#resource_legal,http://publications.europa.eu/ontology/cdm#work", "authors": "European Commission", "date": "1989-08-02", "subjects": "animal life,international trade,plant life,protected species,wildlife", "workIds": "celex:31989R2496,oj:JOL_1989_240_R_0005_018", "eurovoc_concepts": ["animal life", "international trade", "plant life", "protected species", "wildlife"], "url": "http://publications.europa.eu/resource/cellar/a9b19eef-52ad-4287-b322-e8a41bbf6121", "lang": "eng", "formats": ["html", "pdfa1b", "print"]}