Article 36

Obligation to consolidate group statements and exceptions

1. Any parent company controlling one or more companies shall have the obligation to draw up consolidated annual financial statements and a consolidated management report, unless it falls within one of the exceptions to the obligation to consolidate statements expressly regulated by the State where the parent company has its registered office.

2. The legal form, nationality, State of the registered office and laws applicable to subsidiary companies notwithstanding, the parent company bound by the obligation to consolidate annual accounts shall include in the latter all its subsidiary companies.

Article 37

Presentation of consolidated statements and group management report; content, verification and approval

1. The decision-making body of the parent company shall draw up the consolidated annual accounts and the group management report within the prescribed period, in accordance with the law of the State where the parent company has its registered office and in conformity with the principles and accounting standards generally acknowledged in the said State.

2. The consolidated annual financial statements shall give a true and fair view of the assets, financial situation and results of the group of companies encompassed in the scope of consolidation.

3. The consolidated management report shall provide, at least, a true picture of the development, business results and the financial situation of the group of companies encompassed in the scope of consolidation, and shall contain, where applicable, a description of the principal risks or uncertainties facing the group.

4. The documents contained in the consolidated annual financial statements, and any formalities, specific indications and documents to be included in the management report of the group, in order to provide the information required in paragraphs 2 and 3 of the present article, shall be those required in the State where the parent company has its registered office, and shall comply with the accounting rules and principles applicable in the said State.

5. The consolidated annual financial statements and the group management report shall be verified by an auditor, unless one of the exceptions to the obligation to audit accounts is applicable pursuant to the law of the State where the parent company has its registered office.

6. The procedure and conditions for appointing auditors to audit the consolidated statements and the group management report, together with the rules applicable to such audits, shall be governed by the law applicable to the parent company.

7. The general meeting of the parent company shall be responsible for approving, within the prescribed period in accordance with its applicable law, the consolidated annual accounts and the group management report.

Article 38

Information and publication regarding consolidated annual financial statements

1. The parent company shall provide, without delay and at no cost, at the request of any of the shareholders of the entities which form part of the group, the consolidated annual financial statements and the group management report and, if appropriate, the auditors’ report.

2. The parent company shall publish the legally approved consolidated annual financial statements and the group management report, in accordance with the formalities set out in the laws of the State in which it has its registered office.

3. Where the consolidated annual financial statements, group management report and, if applicable, the audit report, are subject to filing and registration, the procedure shall be implemented in accordance with the rules of the companies registry with which the parent company is registered.

4. The consolidated annual financial statements, the group management report and, where applicable, the audit report, may also be filed and registered with the companies registry with which one of the subsidiaries is registered, where required by the law governing the subsidiary.

5. Without prejudice to the rules on publication formalities regarding the consolidated annual financial statements and any possible exceptions that may be applicable in the State in which the parent company has its registered office, the parent company shall keep the consolidated annual financial statements, the group management report and, where applicable, the audit report, available to the public at its registered office.

6. Any sanctions that may be imposed on the decision-making body of the parent company and the extent of its liability for a breach of the obligation of information and publication in respect of the group’s consolidated accounts, shall be determined, in each case, in accordance with the law of the State in which the registered office of the parent entity is located.

Article 39

Voluntary consolidation

The provisions of the present Chapter shall be applicable where a parent company voluntarily presents consolidated annual financial statements and a group management report, although being under no legal obligation to do so.