12.—(1) In the case of an SE established by transformation, if the rules of a Member State relating to employee participation in the administrative or supervisory body applied before registration, all aspects of employee participation continue to apply to the SE.E+W+S
(2) Paragraph 13 applies to that end with the necessary modifications.
13.—(1) In the case where—E+W+S
(a)an SE is established otherwise than by transformation, and
(b)the employees or their representatives of at least one of the participating companies had participation rights,
the representative body has the right to elect, appoint, recommend or oppose the appointment of a number of members of the administrative or supervisory body of the SE.
(2) Their number must be equal to the highest proportion in force in the participating companies concerned before the registration of the SE.
14.—(1) The representative body must decide on the allocation of seats within the administrative or supervisory body.E+W+S
(2) In doing so, the representative body must take into account the proportion of employees of the SE employed in each EEA state.
(3) If the employees of one or more EEA states are not covered by that proportional criterion, the representative body, in making its decision under sub-paragraph (1), must appoint a member from one of those EEA states including one from the EEA state in which the SE is registered, if appropriate.
(4) Every member of the administrative body or, where appropriate, the supervisory body of the SE who has been elected, appointed or recommended by the representative body or the employees is to be a full member with the same rights and obligations as the members representing shareholders, including the right to vote.