Article 331 — Supervisory Board

1/ A company may have a supervisory board where the memorandum of association provides for that. [ 2/ The supervisory board shall have not less than three or more than five members appointed by a general meeting of shareholders. 3/ The general meeting may revoke the appointment of members of the supervisory board at any time. A member of the supervisory board is not entitled to be reinstated into his position even where the dismissal is without good cause. 4/ Only shareholders may be elected as members of a supervisory board. 5/ The supervisory board shall be accountable to the general meeting of shareholders. 6/ Members of the supervisory board may neither be members of the board of directors nor take part in the management of the company. 7/ The supervisory board shall elect a chairperson from among its members; In his absence, the chairperson shall delegate another member of the supervisory board to act temporarily on his behalf; Where the chairperson is unable to appoint a temporary delegate, members of the board shall elect a temporary chairperson from amongst themselves; The supervisory board may dismiss the chairperson at any time. 8/ Meeting time for the supervisory board shall be as determined in the memorandum of association. 9/ The supervisory board shall keep record of its own minutes and other necessary documents. 10/ The amount of remuneration and benefits to be paid to members of the supervisory board shall be determined by the general meeting of shareholders.