Rules of Procedure for the Executive Board

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "Rules of Procedure for the Executive Board"

Transcription

1 Rules of Procedure for the Executive Board Section 1. Introduction. Rules of procedure. Article These Rules of Procedure were drawn up by the Executive Board to supplement the relevant provisions in law, the Rabobank Articles of Association and other regulations These Rules of Procedure were adopted by the Executive Board and were last amended as from 1 January These Rules of Procedure can be amended by a resolution of the Executive Board with Supervisory Board approval When these rules of procedure refer to the relevant legislation, the Rabobank Articles of Association, other regulations or to the provisions therein and the text thereof is amended after the adoption of these rules of procedure then the amended text of the relevant provisions shall prevail In the event of any conflict between the provisions of these rules of procedure and provisions of law, the Rabobank Articles of Association or other internal or external regulations binding on the Executive Board then the last shall prevail The text of these rules of procedure has been brought to the attention of the competent co-determination body. The text of the rules of procedure has been published on the Rabobank external website Terms used in this document have the same meaning as in the Rabobank Articles of Association. Section 2. Membership and appointment. Regulations laid down in the Articles of Association Article 2. The relevant provisions of the Rabobank Articles of Association govern the membership of the Executive Board and the appointment, remuneration, suspension and dismissal of members of the Executive Board, as well as incompatible positions. 1

2 The following provisions shall supplement the above. Appointment Article The members of the Executive Board shall be appointed to the Executive Board by the Supervisory Board for a period of up to four years. Reappointment for respective periods of up to four years shall be possible The Supervisory Board, following advice from the Executive Board, shall formulate an outline profile specifying Supervisory Board s opinion on the requisite integrity, expertise and availability of the members of the Executive Board. The Supervisory Board shall also, following advice from the Committee on Confidential Matters, formulate a job profile for each vacancy on the Executive Board Each member of the Executive Board shall take part in a permanent education programme. Additional functions. Article Members of the Executive Board shall not hold additional functions whereby in their case and depending on the nature of those functions it is reasonable to expect that the proper performance of the duties of member of the Executive Board are not assured. In addition to their position on the Executive Board, members may not hold any other executive position and no more than two other Supervisory Board/non-executive positions. Executive positions or Supervisory Board/non-executive positions within the same group or in companies in which Rabobank holds a qualifying interest are considered here as one position. Executive positions or Supervisory Board/non-executive positions within organisations that do not pursue predominantly commercial objectives shall not count. If the external supervisory authority approves, a member of the Executive Board may perform one additional Supervisory Board/non-executive position The Chairman of the Executive Board shall always be notified, in good time, of all relevant information on any additional functions that members of the Executive Board wish to accept prior to their acceptance. Without prejudice to the provisions of Article 3, written permission from the 2

3 Executive Board shall be required for the relevant additional function when the Chairman of the Executive Board is of the opinion that a conflict of interests or a semblance of a conflict of interests could be an issue. When this involves an additional function of the Chairman then the Chairman's role within the context of this article shall be assumed by one of the Deputy Chairmen or, in their absence, by the longest-serving member of the Executive Board In addition to paragraph 2, the acceptance by a member of the Executive Board of a position on the Supervisory Board of a listed company shall be subject to Supervisory Board approval. A member of the Executive Board s acceptance of other significant additional functions requires approval from the Chairman of the Supervisory Board and shall be notified to the Supervisory Board The Executive Board and the (Chairman of the) Supervisory Board may attach conditions to the acceptance of any additional function to avoid a conflict of interests or a semblance of a conflict of interests. Notifications of other positions and the requisite decision-making are included in the minutes. Rules of Procedure for Employees Integrity Article 5. The members of the Executive Board shall be governed by the Rabobank Rules of Procedure for Employees' Integrity. The following shall also apply: a. The applicable provisions regarding additional functions are laid down in Article 4 of these Rules of Procedure for the Executive Board. b. The applicable provisions regarding gifts shall be those laid down in article 4.1 of the Rules on Employees Integrity on the understanding that the term manager shall refer to the Chairman of the Executive Board. When gifts to and from the Chairman are an issue then the Chairman's role shall be assumed by the longest-serving member of the Executive Board. c. The Chairman of the Supervisory Board shall receive periodic overviews of the gifts given and received. Rules of procedure for directors' credit facilities Article The Rabobank Rules of Procedure for Directors Credit Facilities are 3

4 applicable to the members of the Executive Board Financial services for members of the Executive Board shall be arranged in accordance with the Financial Supervision Act and the Prudential Rules Decree and the Rabobank Rules of Procedure for Directors Credit Facilities adopted on the basis of the Act and the Decree The Executive Board shall submit annual reports to the Supervisory Board which review the application of the Rabobank Rules of Procedure for Directors Credit Facilities. Section 3. The Executive Board s procedures Allocation of tasks into portfolios Article Without prejudice to Article 8 of these rules of procedure the Executive Board shall, with the approval of the Supervisory Board, determine the manner in which it exercises its powers and performs its duties, including its day-to-day work The tasks shall be divided into portfolios between the members of the Executive Board whilst maintaining the collective responsibility of the Executive Board. This shall be established and worked out in more detail in a decision from the Executive Board with Supervisory Board approval The respective portfolio holder may make decisions on the tasks in a portfolio within the framework adopted by the Executive Board unless the relevant task has been mandated pursuant to Article 8, paragraph 1, and unless this relates to the one of the subjects of Article 9 of these rules of procedure The portfolio holder shall ensure that the other members of the Executive Board receive the relevant information on the portfolio holder's work, including the decisions taken in accordance with articles 7.3 and 8.4 of these rules of procedure, this without prejudice to the right of the other members of the Executive Board to request information from the portfolio holder. Mandating tasks. Article The Executive Board may, whilst maintaining its collective responsibility, delegate tasks (irrespective of whether these have been divided into portfolios) and grant the power to issue sub-mandates to, in particular, 4

5 named employees, committees, holders of positions or groups of holders of positions within Rabobank Without prejudice to the provisions of Article 7.2 of these rules of procedure, mandates shall be granted and material changes shall be made to mandates solely with Supervisory Board approval Mandates shall be issued in writing, together with a specification of the tasks covered by the mandate. The Executive Board shall then adopt the policy framework and arrange for the monitoring of mandated powers Sub-mandates shall be issued in writing, together with a specification of the tasks covered by the mandate. The Executive Board shall then adopt the framework and arrange for the monitoring of sub-mandated powers The Executive Board can modify or withdraw mandates or sub-mandates at any required time. Decision-making reserved for the Executive Board Article 9. Without prejudice to the provisions of articles 7 and 8 of these rules of procedure, decision-making on the following subjects shall be reserved for the Executive Board: a. decisions requiring advice from or the agreement of the entire competent codetermination body; b. decisions requiring Supervisory Board approval; c. decisions on all subjects passed on to the General Members' Council; d. decisions laying down the framework within which individual members of the Executive Board are required to operate; e. decisions relating to the policy framework for the tasks in the portfolio of a member of the Executive Board; f. decisions on issues relating to the portfolio of more than one member of the Executive Board, unless the relevant members of the Executive Board unanimously decide that decision-making by the Executive Board is not required; g. decisions that the Executive Board has decided are to be taken by the Executive Board; and h. decisions that a member of the Executive Board, for reasons of his or her own, has requested the Executive Board to take. Chairman. 5

6 Article The Supervisory Board appoints a Chairman and one or more Deputy Chairmen from the members of the Executive Board The Chairman of the Executive Board chairs the meetings of the Executive Board and arranges for the appropriate performance of the Executive Board. In the absence of the Chairman of the Executive Board the Chairman's duties are fulfilled by the one of the Deputy Chairmen or, in their absence, the longest-serving member of the Executive Board. Secretary to the Executive Board. Article The Executive Board shall be assisted by the Secretary to the Executive Board. The Secretary to the Executive Board shall be appointed and dismissed by the Executive Board either on the Supervisory Board s initiative or otherwise following the Supervisory Board s approval. The Supervisory Board does not reach a decision on approval until the Chairman of the Supervisory Board has been provided an opportunity to hear the Secretary to the Executive Board The Secretary to the Executive Board shall ensure that the correct procedures are followed and for compliance with the relevant legislation and the Articles of Association. The Secretary to the Executive Board shall assist the Chairman of the Executive Board in organizing matters regarding the Executive Board (including the preparation of meetings, reporting of meetings and information). The Secretary to the Executive Board shall also support the Supervisory Board The Secretary to the Executive Board can delegate all or part of the Secretary s duties to members of the Executive Board Secretariat. Meetings and the decision-making process. Article The Executive Board shall in principle meet on a weekly basis Meetings of the Executive Board are convened by the Chairman of the Executive Board. In the absence of the Chairman of the Executive Board meetings are convened by one of the Deputy Chairmen or, in their absence, the longest-serving member of the Executive Board. The Chairman is under the obligation to convene a meeting of the Executive 6

7 Board when two or more other members of the Executive Board so request, when the meeting shall be held within eight days or a within a longer period to be determined by the members requesting the convention of the meeting The Chairman of the Executive Board determines the time and place of the meetings and the manner in which the meetings shall be held (including meetings reproduced by electronic means). The Chairman of the Executive Board shall set the agenda The members of the Executive Board shall receive the agenda and the accompanying documents for the relevant meeting no later than two working days before the meeting. The agenda points and/or the accompanying documents can be forwarded closer to the meeting in urgent cases The accompanying documents relating to an agenda point shall be signed by a member of the Executive Board as seen meaning that the respective member of the Executive Board believes that the document, as regards form and content and the procedure followed is ready for handling in the Executive Board The Chairman of the Executive Board determines the order of the meeting and raises incoming documents for discussion The Executive Board makes its decisions by an absolute majority of the valid votes cast in a meeting attended by at least two of its members. Blank votes are deemed not to have been cast. Proposals are rejected when the votes are equally divided, unless a member of the Executive Board is of the opinion that the decision cannot be postponed. The proposal shall then be submitted to the Supervisory Board for advice The judgement of the Chairman of the Executive Board on the result of the vote shall be final. The same shall apply to the content of a decision taken as far as a vote was taken over a non-written established proposal. When the Chairman s judgement is disputed immediately after its delivery then a new vote shall be held when the majority of the meeting or, when the original vote did not take place by roll call or by ballot, a person with voting rights attending the meeting so requests. The legal consequences of the original vote shall lapse following this new vote When issues are discussed the portfolio holder with the issue in his or her portfolio shall, except in urgent cases, attend the meeting or at least be 7

8 heard on the relevant issue The Chairman of the Executive Board may invite other persons to attend (part of) a meeting of the Executive Board. When one or more members of the Executive Board object to the presence of these then the Executive Board shall decide All decisions by the Executive Board shall be recorded in minutes. The minutes shall be copied and distributed to all members of the Executive Board as soon as possible after the meeting and in any case before the next meeting. The minutes shall be adopted, as necessary in amended form, at the next meeting and signed by one or more secretaries designated by the Executive Board to confirm their adoption. Decisions taken outside meetings. Article 13. The Executive Board may also make decisions outside of meetings provided that the decisions are made in writing and that at least half of the members agree to the proposal. The Secretary makes a note of any such decision and all members of the Executive Board are notified of the decision. Extraordinary meetings. Article 14. The Executive Board shall discuss its performance and the relationship with the Supervisory Board at least once a year. Conflicts of interest. Article A member of the Executive Board shall: a. refrain from entering into competition with Rabobank; b. refrain from demanding or accepting any (substantial) gifts from Rabobank for him or herself or for his or her spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree; c. refrain from procuring any unjustified benefit for any third parties at the expense of Rabobank; and d. refrain from using any business opportunities accruing to Rabobank for him or herself or for his or her spouse, registered partner or other life companion, foster child or relative by blood or marriage 8

9 up to the second degree Members of the Executive Board are required to report a conflict of interests or potential conflict of interests of material significance to Rabobank and/or the relevant member of the Executive Board promptly to the Chairman of the Supervisory Board and to the other members of the Executive Board. This report shall be accompanied by all the relevant information, including relevant information relating to the member s spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree. The Supervisory Board shall decide in the absence of the relevant member of the Executive Board as to whether there is a conflict of interests A conflict of interests shall always be an issue when Rabobank intends to enter into a transaction with a legal entity: a. in which a member of the Executive Board has a material financial interest; b. of which a member of the legal entity's executive board has a family relationship with a member of the Rabobank Executive Board; or c. at which a member of the Executive Board holds an executive or supervisory board position, subject to the understanding that transactions with Rabobank group companies at which a member of the Executive Board holds an executive or supervisory board position do not fall within the scope of a conflicting interest as referred to under c of this provision Members of the Executive Board shall not take part in the discussion or decision-making process on issues or transactions in which they have a conflict of interests All transactions in which conflicts of interest among the members of the Executive Board are an issue shall be agreed subject to the conditions governing normal business practice in the sector. Decisions to enter into transactions which involve conflicts of interests among the members of the Executive Board that are of material significance to Rabobank and/or the relevant member of the Executive Board require Supervisory Board approval Should a member of the Executive Board act contrary to paragraphs 1, 2 or 4 of this Article then the Chairman of the Executive Board shall, once the Chairman has become aware of this, report it to the Chairman of the Supervisory Board. Should the Chairman of the Executive Board act 9

10 contrary to paragraphs 1, 2 or 4 of this Article then the Chairman's Deputy or the longest-serving member of the Executive Board shall, on becoming aware of this, report it to the Chairman of the Supervisory Board. The Chairman of the Supervisory Board determines whether the breach should be referred to the Supervisory Board. Should measures need to be implemented then the Supervisory Board will determine the nature of those measures. Confidentiality. Article 16. The deliberations of the Executive Board shall be confidential. Section 4. Executive Board duties. General. Duties and responsibilities of the Executive Board. Article The Executive Board is entrusted with the management of Rabobank, with the exception of the limitations pursuant to the Articles of Association. As a result, the Executive Board is responsible for issues including the formulation and achievement of the objectives of Rabobank, the strategy and the associated risk profile, the development of the results and the company's corporate social responsibility. The Executive Board gives account for its actions to the Supervisory Board, the Central Delegates Assembly and the General Members' Council The Executive Board is responsible for compliance with all the relevant legislation and regulations, control of the risks associated with the company activities and for the financing of Rabobank. The Executive Board reports on these and discusses the internal risk management and control systems with the Supervisory Board, the Audit Committee and the Risk Committee When performing its duties the Executive Board acts in accordance with the interests of Rabobank and its affiliated companies and gives consideration to the interests of those involved with Rabobank The Executive Board is, together with the Supervisory Board, responsible for the corporate governance structure and for the solid and transparent organisational structure of Rabobank. The corporate governance framework is evaluated at least once a year. 10

11 17.5. The Executive Board ensures that every substantial change in the corporate governance structure of Rabobank is submitted to the General Members' Council in a separate agenda item for discussion The Executive Board shall draw up and submit the following for Supervisory Board approval: a. the operational and financial targets of Rabobank; b. the strategy required to achieve the targets; c. the preconditions attached to the strategy, for example relating to the financial ratios including the risk tolerance; and d. the elements of corporate social responsibility of relevance to the enterprise The Executive Board: a. adopts a remuneration policy for the Rabobank group that is commensurate with and/or contributes to appropriate and objective risk management, does not encourage taking more than acceptable risks, is in line with the strategy, objectives, values and long-term interests of the Rabobank group, the interests of other stakeholders and accepted practice in society, and which includes measures designed to avoid conflicts of interest. The Executive Board establishes a remuneration policy for Rabobank employees within the scope of the remuneration policy for the entire group. The remuneration policy for employees in Executive Level I to VI inclusive and employees regarded as Identified Staff and the principles of the remuneration policy for other employees shall be submitted to the Supervisory Board for approval; b. establishes exceptions to the remuneration policy for Rabobank employees and submits all material exemptions to the Rabobank group remuneration policy to the Supervisory Board for approval; c. gives the Supervisory Board annual account for the remuneration practice within the Rabobank group for the group of highest earning employees on the basis of a report for the entire group that, in addition to the fixed and variable remuneration, also includes information about the material retention, exit and welcome packages within the Rabobank group. The Executive Board submits the remuneration of the highest earning employees of the Rabobank group to the Supervisory Board for approval; 11

12 d. establishes, once a year and in part on the basis of a risk review, the total available variable remuneration for Rabobank and the Rabobank group and submits the available total for the Rabobank group and the risk review the Supervisory Board for approval; e. establishes the individual variable remuneration for Identified Staff within the Rabobank group and submits this to the Supervisory Board for approval; f. sets the annual Rabobank group performance targets and criteria for Identified Staff. The Executive Board submits the performance criteria and the performance targets for Identified Staff and the monitoring functions that require approval as a result of a Rabobank group Monitoring Committee escalation procedure to the Supervisory Board for approval. g. establishes whether it is necessary to adjust the provisionally allocated part of the variable remuneration downwards (malus) within the Rabobank group and establishes whether it is necessary to demand the repayment (claw back) of variable remuneration already paid within the Rabobank group, whereby decisions to implement a malus or claw back are submitted to the Supervisory Board for approval; h. designates Rabobank Group employees who are classified as Identified Staff on the basis of the prevailing legislation and regulations; i. approves individual amicable severance or termination pay for Rabobank group employees of EUR 500,000 or more. The Executive Board submits individual amicable severance or termination pay for Rabobank group employees of EUR 1,000,000 or more to the Supervisory Board for approval; and j. submits its opinion on Rabobank group Monitoring Committee reports to the Supervisory Board The Executive Board is responsible the adoption and monitoring of compliance with the governance principles and the Rabobank key values as laid down in the Rabobank Group Code of Conduct The Executive Board is responsible for the adequate and effective performance of the Rabobank internal risk management and control framework consisting of the Risk, Control, Compliance and Audit functions and for the internal financial reporting and accounting control 12

13 framework The Executive Board is responsible for appropriate communications with external supervisory authorities and other interested parties In addition to the duties and powers allocated the Executive Board under the Rabobank Articles of Association and these rules of procedure, the Executive Board is assigned the duties and powers included in internal regulations. The Executive Board is responsible for performing the duties and exercising the powers allocated to the Board on the basis of the aforementioned and other internal regulations. The Executive Board is responsible for the regular evaluation of the internal regulations. Representation, procuration and power of attorney. Article The Executive Board is authorised to represent Rabobank. The power of representation shall also be allocated to two members of the Executive Board acting jointly When a member of the Executive Board concludes a private agreement with Rabobank (other than the conclusion or amendment of agreements that Rabobank customarily concludes with members of staff, provided that these agreements are governed by the customary terms and conditions for other members of staff) or conducts any form of private proceedings against Rabobank then Rabobank may be represented in the issue by a member of the Supervisory Board designated by the Supervisory Board. However, the General Members' Council may appoint one or more persons to represent Rabobank in all instances in which Rabobank has a conflict of interests with one or more members of the Executive Board or members of the Supervisory Board. These persons may also be members of the Executive Board with respect to whom the conflict of interests exists. When a member of the Executive Board has an interest in conflict with that of Rabobank of a form other than referred in the first sentence of this paragraph then the member, in analogy with all other members of the Executive Board, is authorised to represent Rabobank, with due regard for the provisions of paragraph The Executive Board may grant power of attorney or procuration. The granting of these powers shall take place in writing stating the tasks for which this applies. The Executive Board can change or withdraw the 13

14 powers granted at any time. Organisation and management. Article The Executive Board is responsible for the elaboration of and compliance with the obligations resting on Rabobank pursuant to the relevant legislation and regulations. The Executive Board s responsibilities rest jointly with all members of the Executive Board. The Executive Board ensures that the principles governing the design of the organisation and management mechanism and any changes to those principles are approved by the Supervisory Board The Executive Board is responsible for the design of the organisation and management mechanism. It should be clear within the Executive Board who is primarily responsible for the management for each risk area Without prejudice to paragraphs 1 and 2 of this article, the Executive Board shall ensure that the credit risk policy, the market risk policy, the liquidity risk policy and the operational risks are handled in compliance and accordance with the relevant legislation and regulations. This shall among other things mean that the Executive Board shall report to the Supervisory Board on the aforementioned risks stating the perceived (imminent) transgressions of limits. The Executive Board shall notify the Supervisory Board of any material changes to the current or estimated risk profiles The Executive Board submits the principles and procedures and major changes to the principles and procedures governing the credit risk profile, market risk profile, liquidity risk profile and operational risks to the Supervisory Board for approval A member of the Executive Board shall prepare the decision-making regarding the risk policy and risk appetite. Financial reporting. Formulation of the management report. Article The Executive Board shall be responsible for the quality and completeness of the disclosed financial reports. Prudent internal procedures are required for the formulation and publication of the management report, annual accounts, quarterly and half-yearly figures and ad hoc financial information. The Executive Board shall be responsible for establishing 14

15 and operating internal procedures for ensuring that the Executive Board shall be aware of all important financial information in order to guarantee the timeliness, completeness and correctness of external financial reporting. From this standpoint, the Executive Board shall ensure that financial information from business units and/or subsidiaries shall be reported directly to it without this affecting integrity of the information At the end of each financial year the Executive Board arranges for the formulation of the annual accounts, management report and the information to be enclosed with the accounts and report and the formulation of a proposal for the allocation of the profit, with due regard for the provisions of the following articles After the Executive Board has assessed and discussed the details in paragraph 2, the Executive Board shall submit these before 1 April to the Supervisory Board for examination The internal audit function works under the responsibility of the Executive Board. The work plan for the internal audit function needs to be approved by the Executive Board and the Audit Committee of the Supervisory Board. The Executive Board shall satisfy itself that the Audit Committee familiarises itself with the findings of the internal audit function. Signing the annual accounts. Article 21. The compiled annual accounts are signed by the members of the Supervisory Board and the members of the Executive Board. The reasons for the absence of the signature of one or more of the members are stated, where applicable. Accountability to the General Members' Council. Article 22. The Executive Board reports on and accounts for its management during the past financial year to the General Members' Council by no later than the first of July of the next year. Publication of the annual accounts. Article 23. Within eight days of adopting the annual accounts, a copy is made that states the day on which the accounts were adopted, together with a copy of the respective 15

16 declaration from the external auditor, and the copies are filed with the Trade Register. Half-yearly figures Article 24. The Executive Board arranges for the preparation of the half-yearly figures. Once the Executive Board has assessed and discussed the half-yearly figures they are submitted to the Supervisory Board for discussion by no later than the end of September of each year and before their publication. Section 5. Relationship and tasks relating to bodies and other committees of Rabobank and the external auditor. Supervisory Board. Information on the request of the Supervisory Board Article The Executive Board shall at all times allow the Supervisory Board and members of the Supervisory Board to be determined later in the rules of procedure for the Supervisory Board to inspect the administration, further documents, other documents held by Rabobank and other Rabobank data carriers When so requested, the Executive Board always provides information to the Supervisory Board and each individual member of the Supervisory Board. Information from the Executive Board. Article The Executive Board shall provide the Supervisory Board the information it requires for the performance of its supervisory and advisory tasks in good time The information to be provided to the Supervisory Board about developments shall also include information about the interim and forecast results, significant interim movements in the company s equity position, the effectiveness of management systems and the reliability of the financial information, the results of the solvency and liquidity review and information about the systems and results relating to market risks, accounts receivable risks, country risks and interest risks The Executive Board submits written reports to the Supervisory Board at 16

17 least once a year in which the Executive Board reviews its policy proposals for the cooperative organisation The Executive Board is under the obligation to provide the Supervisory Board the information referred to in Article 20 of these rules of procedure The Executive Board reports to the Supervisory Board at least once a year on the strategies and risks associated with the Rabobank enterprises, the results of assessments of the design and performance of the internal risk management and control systems and the design of the organisation, as well as any significant changes therein The Executive Board shall report in writing to the Supervisory Board on the company objectives, its strategy and the related risks and the mechanisms aimed at controlling risks of a financial nature The Executive Board shall submit the annual audit report and the annual management letter to the Supervisory Board for discussion The Executive Board submits reports from rating institutions following Rabobank requests for an assessment to the Supervisory Board for the purposes of information The Executive Board shall be obliged to enter into permanent consultation with the Supervisory Board in the performance of its task. Guidelines. Article 27. The Executive Board shall be obliged to follow the guidelines set by the Supervisory Board. Meetings of the Supervisory Board. Article The Chairman of the Executive Board may request the convening of a meeting of the Supervisory Board The Chairman of the Supervisory Board, after consultation with the Chairman of the Executive Board, sets the time and place of the meetings and the manner in which the meetings will be held (including holding meetings reproduced by electronic means). The agenda is set by the Chairman of the Supervisory Board after consulting the Chairman of the Executive Board. The Chairman of the Executive Board may stipulate items for this agenda The members of the Executive Board attend the meetings of the 17

18 Supervisory Board unless the Supervisory Board decides otherwise A copy of the minutes of Supervisory Board meetings is also issued to the members of the Executive Board unless the Supervisory Board decides otherwise. Approval by the Supervisory Board Article 29. The Executive Board shall submit decisions as referred to in Article 41 of the Rabobank Articles of Association, articles 40 to 43 inclusive and Article 45 of the rules of procedure for the Supervisory Board, and articles 7.1, 7.2, 8.2, 17.7 and 19.4 of these rules of procedure to the Supervisory Board in good time for approval. Recommendation to the Supervisory Board Article 30. The Executive Board may recommend persons to the Supervisory Board for proposal as members of the Supervisory Board. To this end, the Supervisory Board shall inform the Executive Board in good time of any vacancies in its midst that need to be filled. External auditor Approach to and remuneration of the external auditor Article The Executive Board, the Audit Committee Compliance and Risk Committee submit annual reports to the Supervisory Board, and interim reports when so required, on developments in the relationship with the external auditor including in particular, the independence of the external auditor, as well as the desirability of rotation between the responsible partners at the offices of the external auditor entrusted with conducting the audits and of the performance of non-audit work for Rabobank by the same offices of the external auditor The Executive Board, the Audit Committee Compliance and Risk Committee shall carry out a thorough assessment of the performance of the external auditor in the various entities and the capacities in which the external auditor acts at least once every four years. Based on this assessment, the Executive Board shall advise the Supervisory Board on the Supervisory Board s right of nomination of the 18

19 external auditor. The most important conclusions shall also be notified to the General Members' Council for the assessment of the proposal for the appointment of the external auditor by the General Members' Council The Supervisory Board will be requested to approve the remuneration of the external auditor and commissions for non-audit work by the external auditor on the basis of the proposal of the Audit Committee and Risk Committee and following consultations with the Executive Board. General Members' Council. Convening meetings of the General Members' Council. Article The Executive Board convenes a meeting of the General Members' Council when: a. this is dictated by the interests of the Rabobank group; b. at least ten members of the General Members' Council or at least a number of members authorised to cast one tenth of the votes at a meeting of the General Members' Council have submitted a written request for the convention of a meeting; c. prescribed by law or the Articles of Association If the Executive Board convenes a meeting pursuant to article 1, the Executive Board shall be authorised ahead of the meeting to decide which issues shall be decided at the meeting and it may further specify its closed nature. Provision of information to the General Members' Council Article The Executive Board and the Supervisory Board submit all the information requested by the General Members' Council unless serious reasons dictate otherwise. When the Executive Board or the Supervisory Board invokes a serious reason this will be substantiated When a serious private offer for a business unit or a shareholding of which the value exceeds the limit provided for under Article 2:107a, first paragraph, under c, of the Dutch Civil Code is brought into the public domain then the Executive Board shall inform the General Members' Council of its standpoint on the offer as soon as possible, together with its reasons for its standpoint. 19

20 Section 6. Commissions from the General Members' Council, Regional Delegates' Assemblies and the competent co-determination body. Commissions from the General Members' Council Article The General Members' Council consults with the Executive Board on committees that the General Members' Council wishes to appoint and the rules of procedure governing these committees The Executive Board assesses, as the occasion arises, whether an urgent case is an issue in which decision-making by the Urgency Affairs Committee is desirable The General Members' Council appoints the members of the Urgency Affairs Committee nominated by the Regional Delegates' Assemblies, whereby each Regional Delegates' Assembly can nominate one person from its midst In the absence of the Chairman of the Urgency Affairs Committee who is either the Chairman or the Deputy Chairman of the Supervisory Board the Supervisory Board shall appoint another member from its midst The Executive Board submits a proposal for the agenda for the meeting of the General Members' Council to the Coordination Committee Following an invitation from the Coordination Committee one or more members of the Executive Board attend the meetings of the Coordination Committee, unless the Coordination Committee decides otherwise The Chairman of the Executive Board or the Chairman's Deputy attend the meetings of the General Members' Council's Committee on Confidential Matters unless the Chairman of the Committee on Confidential Matters decides otherwise. Regional Delegates' Assemblies. Article The Executive Board may request the convocation of a Regional Delegates' Assembly When a meeting of the Regional Delegates' Assembly is convened then when the Board of the Regional Delegates' Assembly gives notification of the convocation of the meeting it also informs the Executive Board of the issues that will be discussed at the meeting. 20

21 The competent co-determination body. Article The Executive Board, as the director in the meaning of the Works Councils Act or the legislation superseding the Act, maintains contact with the competent co-determination bodies and provides for compliance with the provisions of the aforementioned Act The competent co-determination body does not reach any decision on any recommendation for or objection to the appointment of a member of the Supervisory Board until it has consulted with the Executive Board or the management of the dependent company at least once on the issue. 21

RULES FOR THE BOARD OF DIRECTORS WRIGHT MEDICAL GROUP N.V. ST\ASD\13635703.1

RULES FOR THE BOARD OF DIRECTORS WRIGHT MEDICAL GROUP N.V. ST\ASD\13635703.1 RULES FOR THE BOARD OF DIRECTORS OF WRIGHT MEDICAL GROUP N.V. These Rules were adopted by the Board of Directors on 26 August 2010 and have been amended on 30 April 2013, 29 October 2013 and 1 October

More information

MEMBERSHIP COUNCIL REGULATIONS COÖPERATIE FROMFARMERS U.A.

MEMBERSHIP 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 information

REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft

REGULATIONS 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 information

1 THE DUTIES AND RESPONSIBILITIES OF THE BOARD

1 THE DUTIES AND RESPONSIBILITIES OF THE BOARD INSTRUCTIONS FOR THE BOARD OF DIRECTORS OF DNV GL GROUP AS ("DNV GL") Adopted by the Board of Directors on 15 October 2013. PREAMBLE These instructions for the Board (the Instructions ) are established

More information

Supervisory Board Rules Philips Lighting N.V.

Supervisory Board Rules Philips Lighting N.V. Philips Lighting N.V. Definitions Articles of Association : the articles of association of the Company; Audit Committee : the audit committee of the Supervisory Board; Board of Management : the board of

More information

Rules for the Board of Directors of Mylan N.V. ARTICLE I Introduction

Rules for the Board of Directors of Mylan N.V. ARTICLE I Introduction Rules for the Board of Directors of Mylan N.V. ARTICLE I Introduction Section 1.01. Rules; Defined Terms. These Rules for the Board of Directors of Mylan N.V. (the Rules ) have been adopted pursuant to

More information

Bylaws. for the Managing Board of Siemens Aktiengesellschaft. valid from October 1, 2015

Bylaws. 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 information

THE GROUP S CODE OF CORPORATE GOVERNANCE

THE GROUP S CODE OF CORPORATE GOVERNANCE THE GROUP S CODE OF CORPORATE GOVERNANCE REVISED SEPTEMBER 2012 CONTENTS INTRODUCTION..... p. 4 A) RULES OF OPERATION OF UNIPOL GRUPPO FINANZIARIO S.p.A. s MANAGEMENT BODIES....... p. 6 A.1 BOARD OF DIRECTORS....

More information

The Dutch corporate governance code. Principles of good corporate governance and best practice provisions

The Dutch corporate governance code. Principles of good corporate governance and best practice provisions The Dutch corporate governance code Principles of good corporate governance and best practice provisions Corporate Governance Committee 9 December 2003 1 CONTENTS THE DUTCH CORPORATE GOVERNANCE CODE Preamble

More information

Sample board charter. Appendix 1

Sample board charter. Appendix 1 Appendix 1 Sample board charter Draft charter Part 1 Interpretation In this charter: Act means the Companies Act 1993 Board means the board of directors of the company Business means the business of the

More information

Terms of Reference Remuneration and Appointment Committee

Terms of Reference Remuneration and Appointment Committee Terms of Reference Remuneration and Appointment Committee Approved and adopted by the Supervisory Board on 9 July 2015 0. INTRODUCTION 0.1 These Terms of Reference have been drawn up by the Supervisory

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE BOARD OF DIRECTORS MANDATE Board approved: May 7, 2014 This mandate provides the terms of reference for the Boards of Directors (each a Board ) of each of Economical Mutual Insurance Company ( Economical

More information

Bylaws 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. 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 information

BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098

BOARD CHARTER Link Administration Holdings Limited (Company) ABN 27 120 964 098 1. Role of the Board BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098 This Board Charter sets out the principles for the operation of the board of directors of the Company

More information

STATUTES THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES

STATUTES THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Non-official translation STATUTES OF THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Chapter 1 COMPANY DATA 1.1 Name of the company: Magyar Nemzeti Bank (hereinafter referred to as MNB ) In accordance

More information

HK Electric Investments Limited

HK Electric Investments Limited HK Electric Investments Limited 港 燈 電 力 投 資 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) together with HK Electric Investments (Stock Code: 2638) 1. Membership AUDIT COMMITTEE TERMS

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

CORPORATE 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 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 information

Regulations 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. 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 information

BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION

BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION Section 1 The Board of Directors The Company is managed by a Board of Directors with no less than seven and no more than thirteen members.

More information

Macquarie Group Limited Board Charter

Macquarie Group Limited Board Charter = Macquarie Group Limited Board Charter 1. ROLE AND RESPONSIBILITIES 1.1 The primary role of the Board of Voting Directors of Macquarie Group Limited ( the Board ) is to promote the long-term health and

More information

Audit Committee means the audit committee established by resolution of the Board in accordance with clause 2 of these Terms.

Audit Committee means the audit committee established by resolution of the Board in accordance with clause 2 of these Terms. CHINA RESOURCES CEMENT HOLDINGS LIMITED Terms of Reference for Audit Committee (adopted on 2 September 2009 and amended on 29 February 2012 and 4 May 2012) Definitions 1. For the purposes of these terms

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

Hunter Hall International Limited

Hunter Hall International Limited Hunter Hall International Limited ABN 43 059 300 426 Board Charter 1. Purpose 1.1 Hunter Hall International Limited (Hunter Hall, HHL) is an ASX-listed investment management company. 1.2 This Board Charter

More information

TERMS OF REFERENCE OF AUDIT COMMITTEE

TERMS OF REFERENCE OF AUDIT COMMITTEE (Incorporated in Bermuda with limited liability) (Stock Code: 00618) TERMS OF REFERENCE OF AUDIT COMMITTEE (Amended and adopted by the Board on 5 February 2016) 1. Membership 1.1 The Audit Committee shall

More information

CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AUDIT COMMITTEE - TERMS OF REFERENCE

CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED AUDIT COMMITTEE - TERMS OF REFERENCE CHEUNG KONG INFRASTRUCTURE HOLDINGS LIMITED (Incorporated in Bermuda with limited liability) AUDIT COMMITTEE - TERMS OF REFERENCE Established on 11 th December, 1998 pursuant to the then Code on Corporate

More information

THE ARTICLES OF ASSOCIATION OF SPAREBANK 1 SR-BANK ASA

THE 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 information

Corporate Governance Code for Banks

Corporate Governance Code for Banks Corporate Governance Code for Banks Foreword Further to issuing the Bank Director s Handbook of Corporate Governance in 2004, the Central Bank of Jordan is continuing in its efforts to enhance corporate

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE

BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE INTRODUCTION British Sky Broadcasting Group plc ( the Company ) endorses the statement in the UK Corporate Governance Code ( the Corporate

More information

Terms of Reference of the Audit Committee of the Board of Directors. (revised with effect from 1 January 2016)

Terms of Reference of the Audit Committee of the Board of Directors. (revised with effect from 1 January 2016) 上 海 大 生 農 業 金 融 股 份 有 限 公 司 SHANGHAI DASHENG AGRICULTURE FINANCE TECHNOLOGY CO., LTD.* (a joint stock company incorporated in the People s Republic of China with limited liability) (Stock code: 1103) Terms

More information

AS 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 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 information

BOARD CHARTER. (Amended in March 2015)

BOARD CHARTER. (Amended in March 2015) 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 information

German Corporate Governance Code

German 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 information

RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE EXECUTIVE CHAIRMAN AND THE GENERAL MANAGER IN DOLPHIN GROUP ASA

RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE EXECUTIVE CHAIRMAN AND THE GENERAL MANAGER IN DOLPHIN GROUP ASA RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE EXECUTIVE CHAIRMAN AND THE GENERAL MANAGER IN DOLPHIN GROUP ASA ADOPTED BY THE BOARD OF DIRECTORS ON 27 APRIL 2015 1. THE BOARD OF DIRECTORS The Board

More information

TERMS OF REFERENCE OF THE AUDIT COMMITTEE UNDER THE BOARD OF DIRECTORS OF CHINA PETROLEUM & CHEMICAL CORPORATION

TERMS OF REFERENCE OF THE AUDIT COMMITTEE UNDER THE BOARD OF DIRECTORS OF CHINA PETROLEUM & CHEMICAL CORPORATION TERMS OF REFERENCE OF THE AUDIT COMMITTEE UNDER THE BOARD OF DIRECTORS OF CHINA PETROLEUM & CHEMICAL CORPORATION Chapter 1 General Provisions Article 1 These Terms of Reference (these Terms ) are established

More information

ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE

ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE 2 June 2014 CHAPTER 1 CORPORATE NAME, REGISTERED HEAD OFFICE, OBJECTS Article 1-1 Corporate name, registered head office, objects SpareBank 1 Nord-Norge

More information

Audit and Risk Committee Charter

Audit and Risk Committee Charter Audit and Risk Committee Charter SCENTRE GROUP LIMITED ABN 66 001 671 496 SCENTRE MANAGEMENT LIMITED ABN 41 001 670 579 AFS Licence No: 230329 as responsible entity of Scentre Group Trust 1 ABN 55 191

More information

BAM regulations on the holding of and effecting transactions in shares and certain other financial instruments

BAM regulations on the holding of and effecting transactions in shares and certain other financial instruments BAM regulations on the holding of and effecting transactions in shares and certain other financial instruments Contents Page Recitals 3 Chapter I Introduction 3 Article 1 Definitions 3 Article 2 Scope

More information

BRIT Limited MEMORANDUM ON CORPORATE GOVERNANCE

BRIT Limited MEMORANDUM ON CORPORATE GOVERNANCE 1 BRIT Limited MEMORANDUM ON CORPORATE GOVERNANCE INTRODUCTION Brit Limited ( the Company ) endorses the statement in the UK Corporate Governance Code (the UK Code ) that the purpose of Corporate Governance

More information

(Incorporated in the Cayman Islands with limited liability) (amended and restated with effect from 1 January 2016)

(Incorporated in the Cayman Islands with limited liability) (amended and restated with effect from 1 January 2016) (Incorporated in the Cayman Islands with limited liability) (Stock code: 00474) (the Company, together with its subsidiaries, the Group ) Terms of reference (the Regulations ) relating to the audit committee

More information

Act on Investment Firms 26.7.1996/579

Act 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 information

Corporate Governance Regulations

Corporate Governance Regulations Corporate Governance Regulations Contents Part 1: Preliminary Provisions Article 1: Preamble... Article 2: Definitions... Part 2: Rights of Shareholders and the General Assembly Article 3: General Rights

More information

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER Contents I. Audit Committee... 1 1. Purpose and Mission... 1 2. Authority... 1 3. Membership... 2 4. Secretary... 3 5. Quorum... 3 6. Decisions...

More information

REGULATION on ОАО Gazprom Board of Directors

REGULATION on ОАО Gazprom Board of Directors APPROVED by resolution of the annual General Shareholders Meeting of ОАО Gazprom dated 28 June 2002, minutes 1, with amendments and supplements made by resolution of the annual General Shareholders Meeting

More information

Corporate Governance Principles

Corporate Governance Principles 2 Corporate Governance Principles Preamble Trust in the corporate policy of Bayerische Landesbank (BayernLB) is largely dependent on the degree to which there are responsible, transparent management and

More information

The Dutch corporate governance code

The Dutch corporate governance code The Dutch corporate governance code Principles of good corporate governance and best practice provisions DRAFT: an invitation to comment Corporate Governance Committee 1 July 2003 1 Preamble 1. The Corporate

More information

Charter Management Board GLOBAL COMPLIANCE CHARTER

Charter Management Board GLOBAL COMPLIANCE CHARTER Charter Management Board GLOBAL COMPLIANCE CHARTER aegon.com The Hague, May 31, 2013 Contents Clause Introduction 3 1. Composition and appointment 4 2. Role of the Management Board 4 3. Role of the Executive

More information

CORPORATE GOVERNANCE POLICY

CORPORATE GOVERNANCE POLICY CORPORATE GOVERNANCE POLICY A. Preamble The corporate objective of New World Resources Plc ( NWR ), its subsidiaries and NWR Group as a whole (the Group ) is to create long term value through the discovery,

More information

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling

More information

Board Charter. HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company )

Board Charter. HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company ) Board Charter HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company ) Board approval date: 27 October 2015 Contents 1. Introduction and Purpose of this Charter...1 2. Role of the Board...1

More information

Risk and Audit Committee Terms of Reference. 16 June 2016

Risk and Audit Committee Terms of Reference. 16 June 2016 Risk and Audit Committee Terms of Reference 16 June 2016 Risk and Audit Committee Terms of Reference BHP Billiton Limited and BHP Billiton Plc Approved by the Boards of BHP Billiton Limited and BHP Billiton

More information

DEED OF AMENDMENT OF ARTICLES OF ASSOCIATION Stichting Oranje Fonds

DEED OF AMENDMENT OF ARTICLES OF ASSOCIATION Stichting Oranje Fonds This document is an unofficial English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall

More information

Corporate Governance Charter

Corporate Governance Charter BHF Kleinwort Benson Group SA Public limited liability company Avenue Louise 326 1050 Brussels RLE n 0866.015.010 Corporate Governance Charter Last amended as of 24 March 2015 Contents 1 Board of Directors...

More information

Appointment as Non-executive Director Auckland International Airport Limited

Appointment as Non-executive Director Auckland International Airport Limited PO Box 73020 Auckland Airport Manukau 2150 New Zealand. Appointment as Non-executive Director Following our recent discussions, I am very pleased to confirm my invitation to you to join the Board of (Auckland

More information

Articles of Association Triodos Bank N.V.

Articles of Association Triodos Bank N.V. TlB CONTINUOUS TEXT of the articles of association of Triodos Bank N.V., with corporate seat in Zeist, after amendment to the articles of association, by deed executed before M.D.P. Anker, civil law notary

More information

EPFL CONSTITUTION EPFL GENERAL ASSEMBLY Madrid, 14 November 2007

EPFL CONSTITUTION EPFL GENERAL ASSEMBLY Madrid, 14 November 2007 EPFL CONSTITUTION EPFL GENERAL ASSEMBLY Madrid, 14 November 2007 ASSOCIATION OF EUROPEAN PROFESSIONAL FOOTBALL LEAGUES Association Switzerland CONSTITUTION 2 Index 1. Statutes 2. Annex 1 - List of EPFL

More information

CORPORATE GOVERNANCE PRINCIPLES ZEAL NETWORK SE. (as adopted by the Supervisory Board and Executive Board on 19 November 2014)

CORPORATE 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 information

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS SUN LIFE FINANCIAL INC. CHARTER OF THE BOARD OF DIRECTORS This Charter sets out: 1. The duties and responsibilities of the Board of Directors (the Board ); 2. The position description for Directors; 3.

More information

The Income & Growth VCT plc ( the Company ) AUDIT COMMITTEE Terms of Reference

The Income & Growth VCT plc ( the Company ) AUDIT COMMITTEE Terms of Reference The Income & Growth VCT plc ( the Company ) AUDIT COMMITTEE Terms of Reference Constitution The Board of Directors of the Company ( the Board ) has resolved to establish a committee of the Board to be

More information

BMW Group. Corporate Governance Code. Principles of Corporate Governance.

BMW Group. Corporate Governance Code. Principles of Corporate Governance. BMW Group Corporate Governance Code. Principles of Corporate Governance. - 2 - Contents Page Introduction 3 1. Shareholders and Annual General Meeting of BMW AG 5 1.1 Shareholders of BMW AG 5 1.2 The Annual

More information

CHARTER OF THE BOARD OF DIRECTORS

CHARTER OF THE BOARD OF DIRECTORS CHARTER OF THE BOARD OF DIRECTORS I. PURPOSE This charter describes the role of the Board of Directors (the "Board") of Aimia Inc. (the "Corporation"). This charter is subject to the provisions of the

More information

Board Governance Document. Fly Leasing Limited

Board Governance Document. Fly Leasing Limited Board Governance Document Fly Leasing Limited As of: November 2, 2010 Fly Leasing Limited Board Governance Document 1. Background This Board Governance Document was originally adopted on November 6, 2007

More information

EVERCHINA INT L HOLDINGS COMPANY LIMITED (the Company ) Audit Committee

EVERCHINA INT L HOLDINGS COMPANY LIMITED (the Company ) Audit Committee EVERCHINA INT L HOLDINGS COMPANY LIMITED (the Company ) Audit Committee Terms of Reference (Amended & adopted by the Board on 8 January 2016) Constitution The board (the Board ) of directors (the Directors

More information

ACCReDITATION COuNCIL OF TRINIDAD AND TOBAGO ACT

ACCReDITATION COuNCIL OF TRINIDAD AND TOBAGO ACT ACCReDITATION COuNCIL OF TRINIDAD AND TOBAGO ACT ChAPTeR 39:06 Act 16 of 2004 Amended by 16 of 2007 10 of 2008 Current Authorised Pages Pages Authorised (inclusive) by 1 8.. 9 16.. 17 19.. 2 Chap. 39:06

More information

Report on compliance with the Corporate Governance Rules of the Warsaw Stock Exchange for the year 2008 in Cinema City International N.V.

Report on compliance with the Corporate Governance Rules of the Warsaw Stock Exchange for the year 2008 in Cinema City International N.V. Report on compliance with the Corporate Governance Rules of the Warsaw Stock Exchange for the year 2008 in Cinema City International N.V. Introduction In compliance with 29 sec. 5 of the Warsaw Stock Exchange

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION This is a translation of the original Danish articles of association of Tryg A/S. In case of any discrepancies, the wording of the Danish original applies. ARTICLES OF ASSOCIATION of Tryg A/S CVR no. 26460212

More information

Issue date: 25 June 2015. Board of Directors Charter

Issue date: 25 June 2015. Board of Directors Charter Issue date: 25 June 2015 Board of Directors Charter Board of Directors Charter Introduction This is the charter of the Board of Directors of the company specified in item 1 of the Schedule and each of

More information

REGULATIONS REGARDING THE ORGANIZATION OF THE FOUNDATION

REGULATIONS 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 information

CONTENT OF THE AUDIT LAW

CONTENT 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 information

Code of good governance for universities 2013

Code of good governance for universities 2013 of good governance for universities 2013 VSNU Lange Houtstraat 2 2511 CW THE HAGUE 1 Contents Introduction... 3 1. Compliance and enforcement of the of good governance... 4 2. The executive board... 4

More information

BYLAWS OF PARENTS ASSOCIATION OF THE INTERNATIONAL SCHOOL OF HELSINKI REGISTERED 03.04.2014

BYLAWS OF PARENTS ASSOCIATION OF THE INTERNATIONAL SCHOOL OF HELSINKI REGISTERED 03.04.2014 BYLAWS OF PARENTS ASSOCIATION OF THE INTERNATIONAL SCHOOL OF HELSINKI (Translation) REGISTERED 03.04.2014 The Association 1 The name of the Association is Helsingin kansainvälisen koulun vanhempainyhdistys

More information

Audit Committee Internal Regulations

Audit 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 information

REGULATIONS REGARDING THE HUMAN RESOURCES AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF PJSC SIBUR HOLDING (Revision No.

REGULATIONS REGARDING THE HUMAN RESOURCES AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF PJSC SIBUR HOLDING (Revision No. Approved by the Board of Directors of PJSC SIBUR Holding Minutes No. 180 of March 23, 2015 REGULATIONS REGARDING THE HUMAN RESOURCES AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF PJSC SIBUR HOLDING

More information

Limited Liability Companies Act Finland

Limited 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 information

RULE 3. All Members not subject to Limitation shall have an equal right to be represented at a General Meeting.

RULE 3. All Members not subject to Limitation shall have an equal right to be represented at a General Meeting. RULES OF PROCEDURE OF GENERAL MEETINGS SECTION I Meetings RULE 1. The Annual General Meeting ( AGM ) shall be convened at a place and time agreed to by a previous AGM, but not more than fifteen (15) months

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES (As amended and restated by the Board of Directors through October 2014) COMPOSITION OF THE BOARD OF DIRECTORS The Certificate of Incorporation of The Walt Disney Company

More information

Audit, Risk Management and Compliance Committee Charter

Audit, Risk Management and Compliance Committee Charter Audit, Risk Management and Compliance Committee Charter Woolworths Limited Adopted by the Board on 27 August 2013 page 1 1 Introduction This Charter sets out the responsibilities, structure and composition

More information

SBERBANK OF RUSSIA. Regulations on Sberbank Supervisory Board Committees

SBERBANK OF RUSSIA. Regulations on Sberbank Supervisory Board Committees SBERBANK OF RUSSIA APPROVED by Sberbank s Supervisory Board Minutes No 51, dated November 14, 2014 Regulations on Sberbank Supervisory Board Committees Moscow, 2014 Table of contents 1. General... 3 2.

More information

Code Banken. 9 september 2010

Code Banken. 9 september 2010 Code Banken 9 september 2010 The original Dutch text will be binding and shall prevail in case of any variance between the Dutch text and the English translation. 1/17 PREAMBLE The Banking Code (Code Banken)

More information

REMUNERATION COMMITTEE

REMUNERATION COMMITTEE 8 December 2015 REMUNERATION COMMITTEE References to the Committee shall mean the Remuneration Committee. References to the Board shall mean the Board of Directors. Reference to the Code shall mean The

More information

IDENTIFY THE CHANCES SHAPE THE FUTURE

IDENTIFY THE CHANCES SHAPE THE FUTURE Status: june 2015 Complete text of Memorandum and Articles of Association of DMG MORI Aktiengesellschaft Bielefeld IDENTIFY THE CHANCES SHAPE THE FUTURE 1 (1) The Company exists under the name DMG MORI

More information

Implementation of the Dutch Banking Code at DHB Bank

Implementation of the Dutch Banking Code at DHB Bank Implementation of the Dutch Banking Code at DHB Bank STIPULATION 1 1 Compliance With The Code The Banking Code uses the comply or explain principle, which means that banks shall apply the principles of

More information

Audit, Business Risk and Compliance Committee Charter

Audit, Business Risk and Compliance Committee Charter Audit, Business Risk and Compliance Committee Charter Calibre Group Limited ABN 44 100 255 623 CGH162364/REV 1/2012 Adopted by the Board on 25 May 2012 1 Membership of the Committee The Committee must

More information

1.1 These Rules for Dispute Resolution apply to all disputes referred to under articles I-12 and I- 13 of the Rules.

1.1 These Rules for Dispute Resolution apply to all disputes referred to under articles I-12 and I- 13 of the Rules. Appendix D - Rules for Dispute Resolution 1. Jurisdiction 1.1 These Rules for Dispute Resolution apply to all disputes referred to under articles I-12 and I- 13 of the Rules. 1.2 The Dispute Resolution

More information

MUTUAL OF OMAHA INSURANCE COMPANY CORPORATE GOVERNANCE STANDARDS

MUTUAL OF OMAHA INSURANCE COMPANY CORPORATE GOVERNANCE STANDARDS MUTUAL OF OMAHA INSURANCE COMPANY CORPORATE GOVERNANCE STANDARDS The Board of Mutual of Omaha Insurance Company (the Corporation ) has adopted these corporate governance standards to further its longstanding

More information

Translation from German into English

Translation from German into English Articles of Association of Uniper SE General provisions 1 (1) The Company is a European Company (Societas Europea SE) and operates under the name Uniper SE. It has its registered office in Düsseldorf.

More information

Statuten van de Wereldorganisatie voor Toerisme (WOT), Mexico DF, , Statutes of the World Tourism Organisation (WTO)

Statuten van de Wereldorganisatie voor Toerisme (WOT), Mexico DF, , Statutes of the World Tourism Organisation (WTO) Statuten van de Wereldorganisatie voor Toerisme (WOT), Mexico DF, 27-09-1970, Statutes of the World Tourism Organisation (WTO) (Tekst geldend op: 25-11-2013) Statutes of the World Tourism Organisation

More information

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014)

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014) - 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 3rd March 2014) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities

More information

Code of Conduct for Members of the European Parliament with respect to financial interests and conflicts of interest

Code of Conduct for Members of the European Parliament with respect to financial interests and conflicts of interest Code of Conduct for Members of the European Parliament with respect to financial interests and conflicts of interest Article 1 Guiding principles In exercising their duties, Members of the European Parliament:

More information

CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD.* Terms of Reference of the Audit Committee of the Board of Directors

CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD.* Terms of Reference of the Audit Committee of the Board of Directors CHINA DEVELOPMENT BANK FINANCIAL LEASING CO., LTD.* Terms of Reference of the Audit Committee of the Board of Directors Considered and approved at the 2016 first meeting of the first session of the board

More information

RESOLUTIONS APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON JULY 31, 2009.

RESOLUTIONS APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON JULY 31, 2009. GETIN Holding S.A. ul. Powstańców Śląskich 2-4, 53-333 Wrocław tel. +48 71 797 77 77, fax +48 71 797 77 16 KRS 0000004335 District Court in Wrocław, the 6th Commercial Division Getin Bank S.A. 07 1560

More information

CORPORATE GOVERNANCE. Deviations from the Dutch corporate governance code

CORPORATE 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 information

AUDIT COMMITTEE TERMS OF REFERENCE

AUDIT COMMITTEE TERMS OF REFERENCE AUDIT COMMITTEE TERMS OF REFERENCE 1. Purpose The Audit Committee will assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities. The Audit Committee will review the financial

More information

PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED

PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF EUROCLOUD UK LIMITED INDEX TO THE ARTICLES PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1. Defined terms 2. Liability of members 3. Directors general

More information

A 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 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 information

BAHRAIN STOCK EXCHANGE LAW

BAHRAIN STOCK EXCHANGE LAW BAHRAIN STOCK EXCHANGE LAW INDEX CHAPTER 1 Establishment and Objectives of the Exchange CHAPTER 2 Exchange Administration CHAPTER 3 Membership of the Exchange CHAPTER 4 Admission to Listing and Trading

More information

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER MASTERMYNE GROUP LIMITED AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER Purpose of Charter 1. The Audit and Risk Management Committee Charter (Charter) governs the operations of the Audit and Risk Management

More information

CHINA CITY INFRASTRUCTURE GROUP LIMITED 中 國 城 市 基 礎 設 施 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability)

CHINA CITY INFRASTRUCTURE GROUP LIMITED 中 國 城 市 基 礎 設 施 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) CHINA CITY INFRASTRUCTURE GROUP LIMITED 中 國 城 市 基 礎 設 施 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) TERMS OF REFERENCE FOR THE AUDIT COMMITTEE - 1 - Definitions 1. For the purposed

More information

Articles of Association of Triodos Bank N.V.

Articles of Association of Triodos Bank N.V. TlB Articles of Association of Triodos Bank N.V. CONTINUOUS TEXT of the articles of association of Triodos Bank N.V., with corporate seat in Zeist, after partial amendment to the articles of association,

More information