THE DUALIST SYSTEM FOR THE ADMINISTRATION OF JOINT STOCK COMPANIES
|
|
- Clarence Stewart
- 8 years ago
- Views:
Transcription
1 THE DUALIST SYSTEM FOR THE ADMINISTRATION OF JOINT STOCK COMPANIES Lect. univ. dr. Iuliana-Maria CEBUC Asist. univ. drd. Andreea CRĂCIUN "Constantin Brâncoveanu" University - Piteşti Faculty of Management Marketing in Business Administration Rm. Vâlcea iuliacebuc@yahoo.com. The integration in the EU, on the one hand, and the globalization of commerce, on the other, demand for significant legislative changes in the area of trading companies. By adopting Law no. 441/2006, two systems for the administration of joint stock companies have been introduced: the monist system and the dualist system, respectively. As an alternative to the classic system of administration, the dualist system offers the possibility of applying a different management formula, consisting of two management bodies with very clear statutory functions, namely the Board of Directors and the Supervisory Board. Key words: dualist system of administration, Board of Directors, Supervisory Board, consultative committees The adoption of Law no. 441/ triggered important changes in the traditional structure of Law no. 31/1990 on trading companies (hereinafter Company Law). The lawmaker strongly amended the classic system of administration of a trading company, by introducing two distinct mechanisms of administration for the joint stock companies. The creation of these two systems one traditional (the monist system) and the other (the dualist system) clearly exceptional must be set against the provisions of the community law in the field, in particular against the provisions of Regulation no. 2157/ on the Statute for a European company (SE). According to the current law, any company may choose between the classic system of administration and the dualist system, by stating its option into its charter at the time of incorporation or at a later time, given that this option does not have an irrevocable character. As an alternative to the classic system, the dualist system requires that the company be administrated by two management bodies: the Board of Directors and the Supervisory Council. The relations between the two bodies are rigorously provided for in the law. Should the company choose this system of administration, all invoices, offers, orders, tariffs and any other documents used during the trading activities, issued by the company, have to bear a notice that the company is being administered in a dualist system. Additionally, by choosing this system, the legal provisions on the activity of censors become inapplicable, as the company is now subject to external financial auditing. 1 Published in the O.J. no. 955/28 November OJEC, series L294/10 November
2 The Board of Directors.According to the present legislation, in a dualist system the management of the stock company is an exclusive prerogative of the Board of Directors (hereinafter the BoD), 3 which shall carry out all the useful and necessary tasks aimed at executing corporate policy, except for those expressly entrusted by law to the exclusive competence of the Supervisory Board or of the General Assembly of Shareholders (hereinafter the GAS). The BoD carries out its tasks under the supervision of the Supervisory Board. The BoD is made up of one or several members, natural persons, whose number is always odd. If the BoD has only one appointed member, the latter is known as the Sole Director-General. In the case of stock companies whose financial records are, according to the mandatory provisions of the law, subject to auditing, the BoD is made up of at least three members. In full agreement with the provisions of Regulation no. 2157/2001, the Romanian Company Law states that the Supervisory Board appoints the members of the BoD and elects a Chairman from among them. The law additionally introduces a number of incompatibilities: according to Article 153² of the law, no member of the BoD can also be a member of the Supervisory Board; an individual who, according to the law, cannot be a founder is also prohibited from being a member of the BoD. The valid appointment of the members of the BoD is dependent on their express consent. In the absence of express authorization by the members of the Supervisory Board, the members of the BoD cannot be directors, administrators, members of the Supervisory Board or of the BoD, censors, internal auditors, or associates with unlimited liability of other competing companies or with the same business object, nor exercise the same trade or a competing one on their own account or on any other person s account. Any breach of this provision entails revocation and liability for damages. The articles of incorporation and bylaws of the company shall determine the term of office of the members of the BoD; in any case, it may not exceed four years. They are, however, re-eligible, unless the articles of incorporation state otherwise. In what concerns the relationship between the members of the BoD and the Supervisory Board, it is worth mentioning that the former may be removed from office at any time by the latter. Similarly, members of the BoD may be removed by the GAS, if stipulation is made in the articles of incorporation regarding this possibility. Although it is not obvious from the language of the law, these stipulations clearly refer to those situations of discharge for cause. In order to prevent abuses, the law gives the members of the BoD the right to recover compensatory damages in case that they were discharged without just cause. In the event of a vacancy, the Supervisory Board may nominate a new member to act as a member of the BoD for the period remaining until the end of the term. The BoD represents the stock company in its relations with both the third persons/companies and the authorities. 4 The principle established in the law is that, in the absence of a contrary stipulation in the articles of incorporation or bylaws, the members of the BoD represent the company only if they act jointly. In such situation they may 3 Art. 153² par.1of Law 31/ Art.153³ of Law 31/
3 unanimously mandate one of the members to act on their behalf. As an exception from the joint representation rule, in order to facilitate the execution of corporate policies, the law allows for just one of the members to represent the company, but only on the basis of an express provision made in the articles of incorporation. The BoD is bound to file with the Trade Registry and publish in the Official Journal the names of the persons entitled to represent the company, mentioning the manner in which they act, while the latter are under an obligation to submit a sample signature. In its relations with the BoD, the company is represented by the Supervisory Board. Due to the fact that the BoD acts under the supervision of the Supervisory Board, the law imposes a reporting duty on it. Thus, at least once every three months, the BoD files a written report on the management of the company, its activities and its possible evolution. Likewise, the BoD has to communicate in due time to the Supervisory Board any possible information in relation to the events that are likely to influence significantly the activity of the company. In addition to the quarterly notification report, the Supervisory Board may request to the BoD any information it deems necessary for the exercise of its control duties and may proceed to appropriate investigations and inquiries. On a yearly basis, the BoD files with the Supervisory Board a report accompanied by the financial records and its detailed proposal on the distribution of profits resulting from the balance sheet for the accounting year that they intend to submit to the General Assembly. The members of the BoD are also responsible with control and management of the company, within the limits determined by the company s object of activity and with regard to the exclusive competencies reserved by law or by the articles of incorporation to other bodies of the company. The members of the BoD are responsible for failure to comply with their duties. An element that was introduced by the new legislation, as opposed to the previous texts, is the possibility for people other than the General Assembly to file an action for damages (Article 155 of Law 31/1990). Consequently, the action for damages against members of the BoD may be filed by the Supervisory Board, on its own initiative. If the decision is adopted by a majority of two thirds of the total number of members, the term of office of the respective members of the BoD is terminated de jure and the Supervisory Board will proceed to their replacement. Similarly, in the event that the General Assembly fails to initiate a legal action and refuses to follow the proposal of one or several shareholders to initiate such measure, the shareholders representing jointly or individually at least 5% of the social capital, have the right to file on their own name but on the behalf of the company, a legal action against the persons provided for in Article 155 paragraph 1, namely the founders, administrators, directors, members of the BoD and the Supervisory Board, censors and auditors. Court costs are incumbent on the shareholders filing the petition; however, in case of admissibility, they have a right to reimbursement of these costs by the company. The Supervisory Board. According to art par.1, the members of the Supervisory Board are appointed by the GAS from among the candidates designated by the existing members of the Board or by the shareholders, with the exception of the initial 1001
4 members who are designated in the articles of incorporation. For the appointment to be legally valid, the express consent of the designated person is necessary. In the event that a legal person is appointed as a member of the Supervisory Board, it has the obligation to designate a natural person as a representative mandated to carry out its duties. This representative is subject to the same conditions and obligations and has the same liability as a natural person, member of the Supervisory Board; however, this does not eliminate or reduce the joint liability of the legal person represented. The number of the members of the Supervisory Board is set in the articles of incorporation; pursuant to art par. 3, it cannot be lesser than three or greater than eleven. The Supervisory Board elects a Chairman from among its members. In the event of a vacancy, the Board may proceed to appointing a temporary member, until the General Assembly meeting. If the number of Supervisory Board members is under the legal threshold, the BoD is bound to convene a general assembly in order to fill in the vacancies. Should the BoD not comply with this duty, any interested party may ask the court to designate a person charged with convening the ordinary GAS, which shall then proceed to the appointment. As in the case of BoD members, the law establishes a series of incompatibilities in relation to the Supervisory Board members as well. Thus, no person may be, at the same time, a member of the Supervisory Board and of the BoD or an employee of the company. The articles of incorporation or a decision of the General Assembly of shareholders may set out specific conditions regarding the professionalism and independence of the Supervisory Board members. No person may be designated as a member to this Board if, pursuant to the law, they cannot be founders, or if they simultaneously hold more than five offices in supervisory boards of stock companies whose headquarters are on Romanian territory. This prohibition is not applicable in those cases where the person elected in the Supervisory Board is the owner of at least one quarter of the company s stock or is a member of the BoD or the Supervisory Board of a company that holds the necessary quarter. The person in breach of these provisions is under an obligation to resign from the positions that exceed the maximum number of offices within a month from the start of the situation causing the incompatibility. The term of office of the members of the Supervisory Board is established in the articles of incorporation; it cannot be greater than four years, with the exception of the initial members, whose term cannot exceed two years. They are re-eligible, unless the articles of incorporation state otherwise. Their compensation is also established in the articles of incorporation or bylaws, or by a decision of the GAS. The members of the Supervisory Board may be removed from office at any time by the GAS with a majority of at least two thirds of the number of votes of the shareholders present, according to art par. 4. Pursuant to the legal provisions, the Supervisory Board carries out a series of duties, as follows: Exercises permanent supervision over the management and administration by the BoD; Appoints and removes members of the BoD; 1002
5 Oversees the observance of the law, of the articles of incorporation and bylaws and of the decisions of the General Assembly during the activities of management and administration of the company; Files a report on its supervision activities to the GAS at least once a year; Convenes the General Assembly, in exceptional cases, if it serves the best interest of the company. According to the law, the Supervisory Board may not be transferred management duties. Nevertheless, the articles of incorporation may provide for the assent of the Board as a necessary condition for performing certain activities. If the Board were not to agree with any of the activities, the BoD would have a possibility to request the assent of the GAS. In this situation, the decision of the Assembly has to be adopted with a majority of three quarters of the number of votes of the shareholders present. This stipulation of the law is imperative in nature, and the articles of incorporation may not derogate from it and establish a different majority or provide for other conditions. As a novelty, the law offers the possibility for the Supervisory Board to set up consultative committees, made up of at least two members of the Board and aimed at carrying out investigations and elaborating recommendations for the Board in areas such as: auditing, compensation of the members of the BoD, of the Supervisory Board or the designation of candidates for various management positions. According to art , in the case of stock companies whose yearly financial records are, pursuant to the mandatory provisions of the law, subject to auditing, the creation of an audit committee within the Supervisory Board is mandatory. Such committees are under an obligation to regularly submit to the Board reports on their activities. The law sets out a series of rules regarding the organization of these committees. Thus, the Chairman of the BoD may be appointed member of the designation committee created by the Supervisory Board; however, this does not entitle him to become a member of the Board. At least one member of each committee should be an independent member of the Supervisory Board. At least one member of the Audit Committee must hold relevant experience in accounting or audit. The term experience employed by the law does not necessarily imply that this person be an auditor or an accountant, since the task of the audit committee is not to perform the internal audit or to fill in the balance sheets, but to organize the activity of internal and financial auditing by filing reports, recommendations and proposals to the BoD, which will later constitute the basis of the latter s decisions. Relevant experience is to be analyzed by the Board at the moment of appointment. The members of the Board designated to set up these committees may receive additional compensation for their activities. The meetings of the Supervisory Board take place at least once every three months and are convened and presided by the Chairman. The Board may convene at any time at the motivated request of at least two members of the Supervisory Board or of the BoD. Minutes will be drafted and will then be signed by the president of the meeting and at least another member of the Board. Bibliography: 1. *** Law no. 441/2006 published in the O.J. no. 955/28 November *** Law no.31/1990, republished 3. *** Regulation no. 2157/2001 on the Statute for a European company (SE) OJEC, series L294/10 November
CIVIL CODE OF AZERBAIJAN. (unofficial translation)
CIVIL CODE OF AZERBAIJAN (unofficial translation) Article 87. Limited Liability Company 87.1. A limited liability company means company established by one or more persons (natural persons and (or) legal
More informationCORPORATE GOVERNANCE GUIDELINES. 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders
CORPORATE GOVERNANCE GUIDELINES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of Caspian Services, Inc. (the Company ) for the benefit of the stockholders The primary responsibility of directors
More informationREGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS. of OJSC Oil Company Rosneft
APPROVED BY General Meeting of Shareholders of OJSC Oil Company Rosneft On June 7, 2006 Minutes without No. REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS 1 TABLE OF CONTENTS 1. GENERAL PROVISIONS...5
More informationRegulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A.
Regulations of the Audit and Compliance Committee of Gamesa Corporación Tecnológica, S.A. (Consolidated text approved by the Board of Directors on March 24, 2015) INDEX CHAPTER I. INTRODUCTION... 3 Article
More informationLegal Guide to Forming a Corporation in Luxembourg
Legal Guide to Forming a Corporation in Luxembourg March 2008 Business in the Grand-Duchy of Luxembourg (the GDL ) may be carried out by individual trader(s) or by way of forming a corporate entity, whereby
More informationREGULATIONS on the Sole Executive Body of MOSTOTREST Open Joint Stock Company
APPROVED 4 October 2010 by Resolution of the General Meeting of Shareholders of MOSTOTREST OJSC Minutes 23 dated 5 October 2010 REGULATIONS on the Sole Executive Body of MOSTOTREST Open Joint Stock Company
More informationIn practice, foreigners usually establish LLCs. Partnerships and joint stock companies are only established in exceptional cases.
Company Laws The Companies Law is the principal body of legislation governing companies. Saudi company law recognizes eight forms of companies. The most common forms are limited liability companies (LLC),
More informationREGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company Novolipetsk Steel (new revision)
APPROVED by the General Shareholders Meeting of Open Joint Stock Company Novolipetsk Steel Minutes of Meeting No. 38 dd. 6 June 2014 REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company
More informationMINISTRY OF FOREIGN AFFAIRS AND EUROPEAN INTEGRATION CROATIAN PARLIAMENT
CROATIAN PARLIAMENT 3136 Pursuant to Article 88 of the Constitution of the Republic of Croatia, I hereby issue the DECISION PROMULGATING THE ACT ON AMENDMENTS TO THE COMPANIES ACT I hereby promulgate the
More informationARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION OF STRÖER MEDIA SE I. GENERAL CONDITIONS ARTICLE 1 COMPANY, REGISTERED OFFICE AND TERM (1) The Company has the name Ströer Media SE. (2) The Company s registered office is in Cologne.
More informationOF THE REPUBLIC OF ARMENIA ON LIMITED LIABILITY COMPANIES
LAW OF THE REPUBLIC OF ARMENIA Adopted on October 24, 2001 CHAPTER 1. GENERAL PROVISIONS Article 1. Scope of the Law This law regulates the legal relationships arising from establishment, activity, reorganization
More informationLAW OF THE REPUBLIC OF TAJIKISTAN ON LIMITED LIABILITY COMPANIES
LAW OF THE REPUBLIC OF TAJIKISTAN ON LIMITED LIABILITY COMPANIES CHAPTER 1. GENERAL PROVISIONS CHAPTER 2. FOUNDATION OF LIMITED LIABLITY COMPANY CHAPTER 3.AUTHORIZED CAPITAL OF A COMPANY CHAPTER 4. PROPERTY
More informationThe Board is collectively responsible for promoting the success of the Company by:
BOARD CHARTER SCANTECH LIMITED ("COMPANY") 1. Role of the Board The role of the Board is to provide leadership for and supervision of the Company s senior management. The Board provides the strategic direction
More informationKAZAKHSTAN STOCK EXCHANGE
KAZAKHSTAN STOCK EXCHANGE Agreed on with the Agency of the Republic of Kazakhstan on Regulation and Supervision of Financial Market and Financial Organizations on April 21, 2010 A g r e e d o n with the
More informationAMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014
AMENDED BY-LAWS OF STEELCASE INC. Amended as of: April 17, 2014 ARTICLE I Offices SECTION 1.01. Offices. The corporation may have offices at such places both within and without the State of Michigan as
More informationIBA Guide on Shareholders Agreements
IBA Guide on Shareholders Agreements South Africa Edward Nathan Sonnenbergs Inc 1. Are shareholders agreements frequent in South Africa? Shareholders agreements are widely used in South Africa. The use
More informationMain legal characteristics of the French Limited Liability Company (SARL)
Main legal characteristics of the French Limited Liability Company (SARL) The limited liability company (société à responsabilité limitée or SARL) is set up by one or several entities or individuals. The
More informationAct on Investment Firms 26.7.1996/579
Please note: This is an unofficial translation. Amendments up to 135/2007 included, May 2007. Act on Investment Firms 26.7.1996/579 CHAPTER 1 General provisions Section 1 Scope of application This Act
More informationKAZAKHSTAN LAW ON JOINT STOCK COMPANIES
KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in
More informationTHE ARTICLES OF ASSOCIATION OF SPAREBANK 1 SR-BANK ASA
THE ARTICLES OF ASSOCIATION OF SPAREBANK 1 SR-BANK ASA (Adopted by the General Meeting, 28 April 2015 and approved by the Financial Supervisory Authority, 12 May 2015) CHAPTER 1 COMPANY. REGISTERED OFFICE.
More informationINTERNATIONAL FRAGRANCE ASSOCIATION Headquarters. Rue du Rhône 100 CH- 1204 Geneva Tel. +41 (22) 310 44 20 Fax. +41 (22) 716 30 75
INTERNATIONAL FRAGRANCE ASSOCIATION Headquarters Rue du Rhône 100 CH- 1204 Geneva Tel. +41 (22) 310 44 20 Fax. +41 (22) 716 30 75 Bylaws of the International Fragrance Association IFRA Adopted by the IFRA
More informationCORPORATE GOVERNANCE GUIDELINES
CORPORATE GOVERNANCE GUIDELINES The Role of the Board and Management The Board of Directors (the Board ) of Host Hotels & Resorts, Inc. ( Host or the Company ) oversees the management of Host and its business.
More informationINTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES
INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Intrepid Potash, Inc. (the Corporation ) has adopted these Corporate Governance Guidelines as a framework to
More informationCORPORATE LEGAL FRAMEWORK IN JORDAN. Legal reference: The Companies Law No. 27 of 2002 and its amendments
CORPORATE LEGAL FRAMEWORK IN JORDAN Legal reference: The Companies Law No. 27 of 2002 and its amendments Under the Jordanian different types of companies offer different advantages and have different requirements
More informationCONTENT OF THE AUDIT LAW
CONTENT OF THE AUDIT LAW I. GENERAL PROVISIONS Article 1 This Law shall regulate the conditions for conducting an audit of legal entities which perform activities, seated in the Republic of Macedonia.
More informationGUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004
GUIDE TO DIRECTORS DUTIES UNDER THE BVI BUSINESS COMPANIES ACT 2004 CONTENTS PREFACE 1 1. Directors of Companies in the BVI 2 2. Statutory Duties of Directors in the BVI 3 3. Disclosure of Director Interests
More informationREQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY)
ABACONDA MANAGEMENT GROUP REQUIREMENTS OF NEW ZEALAND COMPANY (LIMITED LIABILITY COMPANY) COMPANIES ACT 1993 SUMMARY WITH REFERENCES 2011 Table of Contents Shares of New Zealand Company... 2 Shareholders
More informationCORPORATE GOVERNANCE PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014)
CORPORATE GOVERNANCE PRINCIPLES OF ZEAL NETWORK SE (as adopted by the Supervisory Board and Executive Board on 19 November 2014) FOREWORD ZEAL Network SE ("Company") transferred its registered office from
More informationMANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC.
MANDATE OF THE BOARD OF DIRECTORS STINGRAY DIGITAL GROUP INC. MANDATE OF THE BOARD OF DIRECTORS OF STINGRAY DIGITAL GROUP INC. GENERAL 1. PURPOSE AND RESPONSIBILITY OF THE BOARD By approving this Mandate,
More informationBYELAWS OF THE COMPANY GENERAL MEETINGS ZAKŁADY URZĄDZEŃ KOMPUTEROWYCH ELZAB SPÓŁKA AKCYJNA [ ELZAB COMPUTER WORKS JOINT STOCK COMPANY]
BYELAWS OF THE COMPANY GENERAL MEETINGS ZAKŁADY URZĄDZEŃ KOMPUTEROWYCH ELZAB SPÓŁKA AKCYJNA I. GENERAL. [ ELZAB COMPUTER WORKS JOINT STOCK COMPANY] WITH REGISTERED OFFICE IN ZABRZE 1. 1. These Bye-Laws,
More informationOPEN JOINT-STOCK COMPANY SEVERSTAL CHARTER (NEW EDITION)
Working translation from Russian APPROVED: by the General Shareholders Meeting of OAO Severstal on December 30, 2011 Minutes 3 dated January 10, 2012 General Director of OAO Severstal Mordashov A. A. OPEN
More informationREGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft
APPROVED by the General Meeting of Shareholders of Open Joint Stock Company Oil Company Rosneft 07 June 2006 Minutes No. REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft 1 TABLE OF CONTENTS
More informationInformation Leaflet No. 19
Information Leaflet No. 19 SOCIETAS EUROPAEA (SE) INFORMATION LEAFLET NO. 19 /MARCH 2015 1. SOCIETAS EUROPAEA A Societas Europaea (SE) is a European public limited company formed under EU Regulation (Council
More informationAccording to section 53 of the Insurance Act the insurance intermediary is only empowered with respect to the transaction in which it takes part to:
Argentina MANZANO, LÓPEZ SAAVEDRA & RAMIREZ CALVO Martin Manzano and Ignacio Shaw mmanzano@mlsrc.com.ar; ishaw@mlsrc.com.ar 1. Insurance intermediation activities 1.1 Is the distribution of insurance products
More informationA-Z GUIDE THE NEW DANISH COMPANIES ACT. U p d a t e d S e p t e m b e r 2 0 1 3
A-Z GUIDE THE NEW DANISH COMPANIES ACT U p d a t e d S e p t e m b e r 2 0 1 3 Table of Contents A... 3 B... 3 C... 4 D... 5 E... 6 F... 7 G... 8 I... 8 L... 9 M... 11 N... 12 O... 13 P, Q... 13 R... 15
More informationLaw of Ukraine ON JOINT STOCK COMPANIES
Unofficial Translation as of December 2008 As signed by the President of Ukraine on 9/17/2008 Law of Ukraine ON JOINT STOCK COMPANIES CHAPTER I. GENERAL PROVISIONS Article 1. Scope of Application of the
More informationAudit Committee Internal Regulations
Audit Committee Internal Regulations Introduction. The Audit Committee of the Board of Directors of Abengoa, S.A. (hereinafter, "Abengoa" or the "Company") is constituted pursuant to the Capital Companies
More informationCONSTITUTION. 1.4. No part of the Party may adopt any rule, policy or procedure inconsistent with this Constitution except as required by law.
LIBERAL DEMOCRATIC PARTY CONSTITUTION 1. IDENTITY AND STANDING 1.1. This Constitution identifies and governs the Liberal Democratic Party (LDP) in Australia, including any subordinate bodies, hereafter
More informationCORPORATE GOVERNANCE. Deviations from the Dutch corporate governance code
CORPORATE GOVERNANCE Brunel International s understanding of corporate governance is based on applicable laws, the rules and regulations applicable to companies listed on the NYSE Euronext Amsterdam stock
More informationEXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES
2014 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the Board ) is to promote the best interests of the Company through overseeing
More informationAS DnB NORD Banka REPORT ON CORPORATE GOVERNANCE for the year ending on 31 December 2008
AS DnB NORD Banka REPORT ON CORPORATE GOVERNANCE for the year ending on 31 December 2008 I INTRODUCTION The Report on Corporate Governance of AS DnB NORD Banka for the year ending on 31 December 2008 (hereinafter
More informationCOMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS
COMPANY LAW OF MONGOLIA CHAPTER 1 GENERAL PROVISIONS Article 1. Purpose of the Law 97.1. The purpose of this Law is to regulate the establishment, registration and reorganization of a company, its management
More informationBYLAWS ARIZONA PSYCHOLOGY TRAINING CONSORTIUM. an Arizona nonprofit corporation. ARTICLE I Offices
BYLAWS OF ARIZONA PSYCHOLOGY TRAINING CONSORTIUM an Arizona nonprofit corporation ARTICLE I Offices Section 1. Organization. ARIZONA PSYCHOLOGY TRAINING CONSORTIUM (the "Corporation") is a nonprofit corporation
More informationCorporate Governance Principles. February 23, 2015
Corporate Governance Principles February 23, 2015 The Board of Directors (the Board ) of The Boeing Company ( Boeing or the Company ) has adopted the following corporate governance principles (the Principles
More informationComparison between the current valid and the proposed amended version of the articles of association of Kardex AG
Comparison between the current valid and the proposed amended version of the articles of association of Kardex AG Current valid version Proposed amended version (INOFFICIAL ENGLISH TRANSLATION OF THE ORIGINAL
More informationCurrent Report No. 21/2011
Warsaw 10 August 2011 Current Report No. 21/2011 Drafts of resolutions of the Extraordinary General Shareholders Meeting of Bank Handlowy w Warszawie S.A. on 12 September 2011 Legal grounds: 38 section
More informationTeva Pharmaceutical Industries Limited. Statement of Corporate Governance Principles
1. Board of Directors Teva Pharmaceutical Industries Limited Statement of Corporate Governance Principles General. The Board of Directors is the ultimate decision-making body of Teva Pharmaceutical Industries
More informationMinistry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE (189347.11)
Ministry of Labour and Social Policy LAW ON VOLUNTARY FULLY FUNDED PENSION INSURANCE 1 Table of Contents CHAPTER 1 GENERAL PROVISIONS... 3 CHAPTER 2 VOLUNTARY PENSION FUNDS... 7 CHAPTER 3 PENSION COMPANIES
More informationPDC Energy, Inc. Corporate Governance Guidelines
PDC Energy, Inc. Corporate Governance Guidelines As Amended June 4, 2015 The Board of Directors (the "Board") of PDC Energy, Inc. ( PDC or the Company ) has adopted these guidelines to promote the effective
More informationMEMBERSHIP COUNCIL REGULATIONS COÖPERATIE FROMFARMERS U.A.
1 MEMBERSHIP COUNCIL REGULATIONS COÖPERATIE FROMFARMERS U.A. Introduction A. The corporate governance of the Cooperative is determined by the law, the articles and the relevant regulations. B. These regulations
More informationCOTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION
COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors of Cott Corporation (the Corporation ) is committed to fulfilling its statutory mandate to supervise the management
More informationSCOR SE DRAFT ARTICLES OF ASSOCIATION. A European Company with share capital of 1 517 523 092.82 euros Registered office: 5, Avenue Kléber 75016 Paris
SCOR SE A European Company with share capital of 1 517 523 092.82 euros Registered office: 5, Avenue Kléber 75016 Paris 562 033 357 R.C.S. Paris DRAFT ARTICLES OF ASSOCIATION SUBMITTED TO THE GENERAL MEETING
More informationREDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY
REDGATE ASSET MANAGEMENT AS ARTICLES OF ASSOCIATION 1. BUSINESS NAME AND DOMICILE OF LIMITED COMPANY 1.1. Business name of the limited company (hereinafter Company ) shall be REDGATE ASSET MANAGEMENT AS.
More informationAUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE
AUDIT COMMITTEE CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) of EastGroup Properties, Inc. (the
More informationJASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES
JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES Jason Industries, Inc. (the Company ) is committed to developing effective, transparent and accountable corporate governance practices. These Corporate
More informationHEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER
I. Purpose HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE CHARTER The purpose of the Nominating, Governance and Social Responsibility Committee (the
More information10 LC 36 1527 A BILL TO BE ENTITLED AN ACT
House Bill 1101 By: Representatives Coan of the 101 st, Marin of the 96 th, Smith of the 129 th, Horne of the 71 st, Dawkins-Haigler of the 93 rd, and others A BILL TO BE ENTITLED AN ACT 1 2 3 4 5 6 7
More informationTitle 13-B: MAINE NONPROFIT CORPORATION ACT
Title 13-B: MAINE NONPROFIT CORPORATION ACT Chapter 7: DIRECTORS AND OFFICERS Table of Contents Section 701. BOARD OF DIRECTORS... 3 Section 702. NUMBER AND ELECTION OF DIRECTORS... 3 Section 703. VACANCIES...
More informationCIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT
CIBER, INC. CORPORATE GOVERNANCE PRINCIPLES DOCUMENT Introduction Effective corporate governance practices support the fiduciary duties of care and loyalty that a company's management and directors owe
More informationMOLDOVA LAW ON JOINT STOCK COMPANIES
MOLDOVA LAW ON JOINT STOCK COMPANIES Important Disclaimer This translation has been generously provided by the National Commission of Financial Market. This does not constitute an official translation
More informationAct on the Supervision of Financial Institutions etc. (Financial Supervision Act)
FINANSTILSYNET Norway Translation update January 2013 This translation is for information purposes only. Legal authenticity remains with the official Norwegian version as published in Norsk Lovtidend.
More informationREPORT OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF APRIL 23, 2013:
REPORT OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF APRIL 23, 2013: Amendments to articles 9, 10, 11 and 12 (General Meetings), 17 and 23 (Board of Directors), and 27 (Board of Statutory
More informationGerman Corporate Governance Code
(as amended on May 26, 2010) Government Commission German Corporate Governance Code 1. Foreword 1 This German Corporate Governance Code (the "Code") presents essential statutory regulations for the management
More informationS T A T U T E OF THE AGROINDUSTRIJSKO KOMERCIJALNA BANKA AIK BANKA A.D. NIŠ (REVIEWED TEXT)
S T A T U T E OF THE AGROINDUSTRIJSKO KOMERCIJALNA BANKA AIK BANKA A.D. NIŠ (REVIEWED TEXT) I GENERAL PROVISIONS Article 1 Agroindustrijsko komercijalna banka AIK BANKA incorporated company Niš (hereinafter:
More informationCorporate Governance Guidelines
Corporate Governance Guidelines A. Introduction The Board of Directors (the Board ) of (the Company ) has adopted these corporate governance guidelines to provide a framework within which the Board may
More informationLITHUANIA LAW ON COMPANIES
LITHUANIA LAW ON COMPANIES Important Disclaimer This translation has been generously provided by the Lithuanian Securities Commission. This does not constitute an official translation and the translator
More informationPursuant to Article 95, item 3 of the Constitution of Montenegro I hereby pass the ENACTMENT PROCLAIMING THE LAW ON BANKS
Pursuant to Article 95, item 3 of the Constitution of Montenegro I hereby pass the ENACTMENT PROCLAIMING THE LAW ON BANKS I hereby proclaim the Law on Banks, adopted by the Parliament of Montenegro at
More informationIn force as of 15 March 2005 based on decision by the President of NIB ARBITRATION REGULATIONS
In force as of 15 March 2005 based on decision by the President of NIB ARBITRATION REGULATIONS Contents I. SCOPE OF APPLICATION... 4 1 Purpose of these Regulations... 4 2 Applicability to different staff
More informationBylaws. for the Managing Board of Siemens Aktiengesellschaft. valid from October 1, 2015
s This edition of our Bylaws for the Managing Board, prepared for the convenience of English-speaking readers, is a translation of the German original. In the event of any conflict the German version shall
More informationPUBLIC STORAGE CORPORATE GOVERNANCE GUIDELINES AND TRUSTEES CODE OF ETHICS
PUBLIC STORAGE CORPORATE GOVERNANCE GUIDELINES AND TRUSTEES CODE OF ETHICS Selection and Composition of the Board 1. Board Membership Criteria The Board of Trustees (the Board ) of Public Storage (the
More informationTHE CONNECTICUT CHAPTER OF THE AMERICAN COLLEGE OF PHYSICIANS ARTICLE I OFFICES
THE CONNECTICUT CHAPTER OF THE AMERICAN COLLEGE OF PHYSICIANS BOR Approved October 24, 2009 ARTICLE I OFFICES Section 1.1 The name of the Corporation shall be the Connecticut Chapter of the American College
More informationTowarowa Giełda Energii S.A. Statute unified text
Towarowa Giełda Energii S.A. Statute unified text 1 1. The Company s name shall be Towarowa Giełda Energii Spółka Akcyjna. The Company may use an abbreviated name Towarowa Giełda Energii S.A. 1 and counterparts
More informationORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014)
ORACLE CORPORATION CORPORATE GOVERNANCE GUIDELINES (January 10, 2014) 1. Director Qualifications A majority of the members of the Board of Directors (the Board ) of Oracle Corporation ( Oracle ) must qualify
More informationINTERNAL REGULATIONS OF THE BOARD OF DIRECTORS. Updated by decisions of the Board of Directors dated 16 January 2015
CERENIS THERAPEUTICS HOLDING Limited liability company with share capital of 679,078.10 Headquarters: 265, rue de la Découverte, 31670 Labège 481 637 718 RCS TOULOUSE INTERNAL REGULATIONS OF THE BOARD
More informationEMITTER: THE PARLIAMENT PUBLISHED IN: THE OFFICIAL GAZETTE OF ROMANIA No. 1066 of 17 November 2004
LAW No. 31 of 16 November 1990 on trading companies *** Republished EMITTER: THE PARLIAMENT PUBLISHED IN: THE OFFICIAL GAZETTE OF ROMANIA No. 1066 of 17 November 2004 Text in force beginning with 12 January
More informationWESTMORELAND COAL COMPANY. (A Delaware Corporation) AMENDED AND RESTATED BYLAWS ARTICLE 1 OFFICES ARTICLE 2 MEETINGS OF STOCKHOLDERS
WESTMORELAND COAL COMPANY (A Delaware Corporation) AMENDED AND RESTATED BYLAWS ARTICLE 1 OFFICES Section 1.1. Registered Office. The registered office of the Company within the State of Delaware shall
More informationPROTOCOL TO THE AFRICAN CHARTER ON HUMAN AND PEOPLES` RIGHTS ON THE ESTABLISHMENT OF AN AFRICAN COURT ON HUMAN AND PEOPLES` RIGHTS
PROTOCOL TO THE AFRICAN CHARTER ON HUMAN AND PEOPLES` RIGHTS ON THE ESTABLISHMENT OF AN AFRICAN COURT ON HUMAN AND PEOPLES` RIGHTS The Member States of the Organization of African Unity hereinafter referred
More informationCOMPANY FORMATION IN TURKEY INTRODUCTION
COMPANY FORMATION IN TURKEY INTRODUCTION This article aims to provide general information on most commonly preferred types of limited liability corporations in Turkey. There are two such types of limited
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION Purposes The Audit Committee of the Board of Directors of the Company oversees (a) the accounting and financial reporting
More informationREGULATIONS REGARDING THE ORGANIZATION OF THE FOUNDATION
Based on Art. 11 of the Statutes, the Foundation Board herewith enacts the following REGULATIONS REGARDING THE ORGANIZATION OF THE FOUNDATION Article 1: Scope The Regulations aim at defining the organizational
More informationANNOUNCEMENT OF THE MANAGEMENT BOARD OF mbank S.A. WITH ITS REGISTERED SEAT IN WARSAW ON CONVENING THE ORDINARY GENERAL MEETING
ANNOUNCEMENT OF THE MANAGEMENT BOARD OF mbank S.A. WITH ITS REGISTERED SEAT IN WARSAW ON CONVENING THE ORDINARY GENERAL MEETING The Management Board of mbank S.A. with its registered seat in Warsaw (the
More informationCORPORATE GOVERNANCE GUIDELINES (as amended through February 21, 2014)
1. Director Qualifications CENTURYLINK, INC. CORPORATE GOVERNANCE GUIDELINES (as amended through February 21, 2014) The Board will have a majority of independent directors. The Nominating and Corporate
More informationLimited Liability Companies Act Finland
[UNOFFICIAL TRANSLATION Ministry of Justice, Finland 2012] Limited Liability Companies Act Finland (624/2006; amendments up to 981/2011 included; osakeyhtiölaki) PART I GENERAL PRINCIPLES, INCORPORATION
More informationFree translation - For information purposes only SRP GROUPE
Free translation - For information purposes only SRP GROUPE A limited liability company (société anonyme) with a Board of Directors with share capital of 1,312,998.16 Registered office: 1, rue des Blés
More informationThe size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals:
AMERICAN INTERNATIONAL GROUP, INC. CORPORATE GOVERNANCE GUIDELINES (Effective March 11, 2015) I. INTRODUCTION The Board of Directors (the Board ) of American International Group, Inc. ( AIG ), acting on
More informationHow To Manage A Board In The Kandijan Germany
GEMALTO N.V. (THE "COMPANY") 1. Functions of the Board BOARD CHARTER (Amended in March 2015) The Company shall be managed by a one-tier Board, comprising one Executive Board member, i.e. the Chief Executive
More informationA R T I C L E S O F A S S O C I A T I O N X I N G AG XING AG
A R T I C L E S O F A S S O C I A T I O N OF X I N G AG 1. Name and place of incorporation of the Company 1.1. The name of the Company is: XING AG 1.2. The place of incorporation of the Company is Hamburg.
More informationLaw on the Deposit Insurance Agency (Official Gazette of the Republic of Serbia, No. 14/2015) (Unofficial Translation)
Law on the Deposit Insurance Agency (Official Gazette of the Republic of Serbia, No. 14/2015) (Unofficial Translation) I. GENERAL PROVISIONS Article 1 This Law governs the status, organization, powers
More informationAVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013
I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper
More informationUpdate on Company Law. Hong Kong Arts Administrators Association 10 th March 2014 2:00pm 4:00pm
Update on Company Law Hong Kong Arts Administrators Association 10 th March 2014 2:00pm 4:00pm 1 Introduction Rewrite of the Companies Ordinance was endorsed by the Legislative Council in mid- 2006 The
More informationAD HOC REPORT In accordance with Law no. 297/2004 and NSC Regulation no. 1/2006
AD HOC REPORT In accordance with Law no. 297/2004 and NSC Regulation no. 1/2006 Report date: June 22 th 2016 Name of issuer: TERAPLAST S.A. Headquarters: Teraplast Industrial Park, DN 15A, KM 45+500, Bistrita-Nasaud
More informationAct IV of 2006. on Business Associations. Part I COMMON PROVISIONS RELATING TO BUSINESS ASSOCIATIONS. Chapter I GENERAL PROVISIONS
Act IV of 2006 on Business Associations The purpose of this Act is to lay down an appropriate legal framework to facilitate the consolidation and further growth of the market economy in Hungary, to enhance
More informationAmended and Restated. Charter of the Audit Committee. of the Board of Directors of. Tribune Publishing Company. (As Amended November 11, 2014)
Amended and Restated Charter of the Audit Committee of the Board of Directors of Tribune Publishing Company (As Amended November 11, 2014) This Charter sets forth, among other things, the purpose, membership
More informationIMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS
IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company
More informationOPEN JOINT STOCK COMPANY LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM
Appendix No.4 to Item No.6 of the Agenda of OJSC Rostelecom Annual General Meeting upon the results of the year 2008 APPROVED by Annual General Shareholders Meeting of OJSC Rostelecom held on May 30, 2009
More informationBylaws of the Supervisory Board of K+S Aktiengesellschaft. Version of 21 November 2012 The German Version is binding.
Bylaws of the Supervisory Board of K+S Aktiengesellschaft Version of 21 November 2012 The German Version is binding. Page 2 1 Position and Responsibility The Supervisory Board performs its functions in
More informationCorporate Governance Principles and Policies
Amended and Restated as of March 2015 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation of
More informationACT ON COLLECTIVE INVESTMENT
ACT ON COLLECTIVE INVESTMENT The full wording of Act No. 594/2003 Coll. on collective investment, as amended by Act No. 635/2003 Coll., Act No. 747/2004 Coll., Act No. 213/2006 Coll., Act No. 209/2007
More informationCHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES. (Amended as of June 13, 2014)
CHESAPEAKE ENERGY CORPORATION CORPORATE GOVERNANCE PRINCIPLES (Amended as of June 13, 2014) 1. The Role of the Board of Directors The Board of Directors is responsible for the oversight of the Corporation
More informationTHE RULES ON THE SECURITIES SETTLEMENT SYSTEM OF THE CENTRAL SECURITIES DEPOSITORY OF LITHUANIA I. GENERAL PROVISIONS
APPROVED BY the CSDL Board meeting on October 19, 2007 Minutes No. 4 THE RULES ON THE SECURITIES SETTLEMENT SYSTEM OF THE CENTRAL SECURITIES DEPOSITORY OF LITHUANIA I. GENERAL PROVISIONS 1. The Rules on
More information