TITLE IIISTRUCTURE OF the UK Societas

Section 3Rules common to the one-tier and two-tier systems

Article 46

1.

Members of company organs shall be appointed for a period laid down in the statutes not exceeding six years.

2.

Subject to any restrictions laid down in the statutes, members may be reappointed once or more than once for the period determined in accordance with paragraph 1.

Article 47

1.

F1A UK Societas's statutes may permit a company or other legal entity to be a member of one of its organs, provided that F2any enactment or rule of law applicable to public limited-liability companies F3... does not provide otherwise.

That company or other legal entity shall designate a natural person to exercise its functions on the organ in question.

2.

No person may be a member of any F4UK Societas organ or a representative of a member within the meaning of paragraph 1 who:

(a)

is disqualified, under F5any enactment or rule of law, from serving on the corresponding organ of a public limited-liability company F6..., or

(b)

is disqualified from serving on the corresponding organ of a public limited-liability company F7... owing to a judicial or administrative decision F8....

3.

F9A UK Societas's statutes may, in accordance with F10any enactment or rule of law applicable to public limited-liability companies F11..., lay down special conditions of eligibility for members representing the shareholders.

4.

This Regulation shall not affect F12any enactment or rule of law permitting a minority of shareholders or other persons or authorities to appoint some of the members of a company organ.

Article 48

1.

An F13UK Societas's statutes shall list the categories of transactions which require authorisation of the management organ by the supervisory organ in the two-tier system or an express decision by the administrative organ in the one-tier system.

F14...

F152.

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Article 49

The members of F16a UK Societas's organs shall be under a duty, even after they have ceased to hold office, not to divulge any information which they have concerning the F17UK Societas the disclosure of which might be prejudicial to the company's interests, except where such disclosure is required or permitted under F18any enactment or rule of law applicable to public limited-liability companies or is in the public interest.

Article 50

1.

Unless otherwise provided by this Regulation or the statutes, the internal rules relating to quorums and decision-taking in F19UK Societas organs shall be as follows:

(a)

quorum: at least half of the members must be present or represented;

(b)

decision-taking: a majority of the members present or represented.

2.

Where there is no relevant provision in the statutes, the chairman of each organ shall have a casting vote in the event of a tie. There shall be no provision to the contrary in the statutes, however, where half of the supervisory organ consists of employees' representatives.

F203.

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Article 51

Members of F21a UK Societas's management, supervisory and administrative organs shall be liable, in accordance with the provisions applicable to public limited-liability companies F22..., for loss or damage sustained by the F23UK Societas following any breach on their part of the legal, statutory or other obligations inherent in their duties.