English
1/ Notwithstanding the provisions of Article 306 of this
Code, dealings which involve conflict of interest
covering ten or more percent of the assets of the
company shall be approved by a general meeting
before the making of such deals.
2/ Any director, manager or shareholder with a potential
conflict of interest with the company shall give to the
independent and impartial external Auditor of the
company complete and accurate information about
the cause of conflict of interest situations, in
particular, the type and extent of conflict, and like
matters.
3/ The external Auditor of the company shall compile
complete information regarding whether there exists
conflict of interest, where conflict of interest exists,
its cause, type, extent and the identity of the director,
shareholder or any other person having affiliation
with the company, and any other similar matters; the
Auditor shall submit the information he gathered
together with his own recommendation to the general
meeting before the making of the agreement.
4/ A director or any other person, who stands to benefit
from an agreement involving a conflict of interest
with the company, may not vote at the general
meeting considering the approval of such agreement,
even if he happens to be a shareholder.
5/ The directors of the company shall compile a report
containing detailed information regarding the related-
