CIVIL LAW STATUS OF THE SUPERVISORY ORGAN IN EUROPEAN BUSINESS COMPANIES

Abstract

The Supervisory organ is a compulsory element in the governance structure of the European Structures for Business Association, namely the European Company (Societas Europaea) and the European Cooperative Society (Societas Cooperativa Europaea) that have chosen a two-tier system for their organizations. The organ under consideration presents a hybrid regulatory framework. On the one hand, these are the provisions in the regulations of the European Union, and, on the other, the national law regulations. The organ in question has specific characteristics. Its members are elected by the General meeting. The staff of the first supervisory board may be appointed in the statues. This should apply without prejudice to any employee participation arrangements determined pursuant to Directive 2003/72 / EC. The members of the Supervisory organ are elected for the term specified in the Statute of the association. Their maximum term of office after the expiry mandate date may not exceed six months. The package of powers includes constitutional, authoritative and controlling rights and obligations. The supervisory organ shall elect and dismiss members or an individual member of the management organ. In cases explicitly provided for in the statute of the association, a certain category of legal transactions cannot be concluded by the management organ without the permission of the supervisory organ. Its controlling functions are particularly important. The supervisory organ shall supervise the duties performed by the management organ. It may not itself exercise the power to manage the associations. The supervisory organ may not represent the associations in dealings with third parties. It shall represent the associations in dealings with the management body, or its members, in respect of litigation or the conclusion of contracts. The management organ shall report to the supervisory body at least once every three months on the progress and foreseeable developments of the association’s business, taking into account any information relating to undertakings controlled by the association that may significantly affect the progress of the association business. The members of the Supervisory organ are holders of Civil liability. Its legal basis is the relevant rules in the national law relating to joint stock companies or cooperative organizations in the Member States in which they have registered their office. This liability is based on the possible damage caused by illegal or incorrect acts or actions.