ARTICLES OF ASSOCIATION. Codan Forsikring A/S. Company Reg. No
|
|
- Lisa Sutton
- 7 years ago
- Views:
Transcription
1 ARTICLES OF ASSOCIATION of Codan Forsikring A/S Company Reg. No
2 CODAN FORSIKRING A/S 1 I. Name, registered office and objects 1. The name of the Company is Codan Forsikring A/S. The Company also operates under the secondary names of: Codan Insurance Ltd. A/S Codan Arbejdsskadeforsikring A/S Dansk Søassurance A/S Danish Marine Insurance Company A/S Den Kjøbenhavnske Sø- Assurance-Forening A/S Fjerde Søforsikringsselskab A/S Forsikringsselskabet Hafnia A/S Hafnia Reassurance A/S Forsikringsaktieselskabet Haand i Haand Forsikringsaktieselskabet National Nordisk Assurance-Compagni Aktieselskab Forenede Assurandører Aktieselskab De Private Assurandører Aktieselskab Tell Forsikring A/S Trygg-Hansa Forsikring af 1999 A/S Transurance Forsikring A/S Royal & SunAlliance Insurance Group A/S White Label Holding A/S White Label Insurance A/S Duborgh Skadeforsikring A/S Codan Marine Services A/S The registered office of the Company is situated in Frederiksberg Municipality. 2. The object of the Company is to carry on direct general insurance business as well as reinsurance business of any class. The Company is authorised to act as an agent for insurers and to carry on other financial services business through its subsidiaries. Furthermore, the Company is authorised to build, own and manage real property as a means of long-term investment of funds and to carry on any other business which is ancillary to the Company s insurance business. II. Capital, shares, etc. 3. The share capital of the Company is DKK 15,000,000 fifteen million Danish kroner divided into shares of DKK 100 each and/or multiples thereof. The share capital has been fully paid up. 3 a. The Board of Directors is authorised to make a decision to pay an extraordinary dividend in compliance with current legislation. 4. Shares shall be issued as registered shares and ownership cannot be transferred to the bearer. Shareholders shall be registered in the Company s Register of Shareholders, which is kept by the Board of Directors in accordance with current legislation. Any person acquiring shares in the Company shall notify the Company thereof, providing documentation for the acquisition, whereafter the acquirer will be entered into the Company s Register of Shareholders. No shareholder shall have special rights, and no shareholder shall be obliged to have his shares redeemed by the Company. The Company s shares are negotiable instruments. The transfer of shares shall only be binding upon the Company provided that the acquirer has been approved as a shareholder in accordance with the provisions of the Danish Financial Business Act. 5. Dividends payable will be paid immediately after any decision made by the Annual General Meeting or the Board of Directors to distribute dividends. Dividend cheques which have not been cashed within three years of the due date will accrue to the Company. 6. The Company has issued share certificates. Lost share certificates can be cancelled without an order of court in accordance with the provisions of the legislation. III. General meeting of shareholders 7. Subject to the limits set by legislation and the Company s Articles of Association, the general meeting of shareholders shall be the supreme authority in all matters relating to the Company. 8. An Annual General Meeting shall be called by the Board of Directors before the end of April each year. Extraordinary general meetings may be convened as often as the Board of Directors or one of the Company s auditors may find it appropriate. In addition, a group of shareholders representing at least 5% of the share capital may submit a written request for an extraordinary general meeting to consider a specified subject. Extraordinary general meetings requested by shareholders shall be convened within two weeks of the request being made. All general meetings are held at the registered office of the Company. General meetings shall be called by the Board of
3 CODAN FORSIKRING A/S 2 Directors giving at least two weeks and no more than four weeks notice by ordinary mail to the address of each shareholder registered in the Register of Shareholders. The time and place of the general meeting as well as an agenda for the business to be transacted shall be specified in the notice convening the meeting. In case of a proposal to amend the Articles of Association, the essential contents of the proposal shall also be set out in the notice unless the Danish Companies Act requires that the notice contains the full wording of the proposal for amendments. Not later than two weeks before the general meeting, the agenda and the complete proposals for the general meeting, and, in the case of the Annual General Meeting, also the audited Annual Report, shall be available for inspection by the shareholders. 9. All shareholders shall be entitled to attend the general meetings. Each share of DKK 100 carries one vote. All shareholders may cast their votes by written proxy or by writing. 10. The general meeting is presided over by a Chairman appointed by the Board of Directors, who leads the discussions and decides on all matters regarding procedure, voting and voting results. 11. At the Annual General Meeting, the following business is transacted: a. The Board of Directors report on the business of the Company during the past year. b. Adoption of the Annual Report and discharge of the Boards of Directors and Management from their obligations. c. Distribution of profits or payment of losses according to the adopted Annual Report. d. Election of Directors. e. Election of auditor. f. Any proposals from the Board of Directors or shareholders. g. Other business. 12. At the general meeting, all issues are decided by a simple majority, unless the Articles of Association or current legislation stipulate stricter requirements. 13. Shareholders are entitled to have a specific issue put on the agenda of the annual general meeting, if such request is submitted in writing no later than six weeks prior to the general meeting. If the proposal is received later than six weeks prior to the general meeting, the Board of Directors will decide whether the request is submitted in time for the issue to be put on the agenda. 14. The business transacted at the general meeting is recorded in a minute book to be signed by the Chairman of the meeting and the Chairman of the Board of Directors. The minute book must be available to the shareholders not later than two weeks after the general meeting. IV. Board of Directors and Board of Management 15. The Board of Directors of the Company consists of not less than three and not more than twelve members elected by the general meeting. Such Directors are elected for a term of one year and can be re-elected. Furthermore, pursuant to the Danish Companies Act, the employees of the Company and the Group are entitled to elect of number of members to the Board of Directors and alternates in accordance with the relevant legislation. Members of the Board of Directors must meet the requirements set out in the Danish Financial Business Act. 16. The Board of Directors shall appoint a Chairman from among its members and establish rules of procedure for the conduct of its business. The Board of Directors shall prepare written guidelines specifying the distribution of responsibilities between the Board of Directors and the Board of Management in relation to the Company's most significant areas of activity. The Board of Directors is responsible for the overall management of the Company, always in full accordance with the Danish Financial Business Act, the Danish Companies Act and the Company s Articles of Association. The Board of Directors shall meet whenever requested by the Chairman, a member of the Board of Directors, a member of the Board of Management, an auditor appointed by the general meeting or the chief internal auditor. The Board of Directors forms a quorum when more than half its members are represented. Resolutions, however, may not be passed without all members having had the opportunity, if possible, to participate in the discussions concerning the matter. Resolutions shall be passed by a simple majority of votes. In the event of equality of votes, the Chairman shall have the casting vote.
4 CODAN FORSIKRING A/S 3 Minutes shall be kept of the proceedings and signed by all members present; especially decisions made by the Board of Directors shall be recorded. 17. The Company shall be bound by the joint signatures of all members of the Board of Directors, or by the joint signatures of a member of the Board of Directors and a member of the Board of Management, or by the joint signatures of two members of the Board of Management. The Board of Directors may decide to grant powers of procuration to other employees of the Company, authorising them to sign for the Company jointly with a member of the Board of Management or two employees jointly. 18. The Board of Directors shall appoint a Board of Management consisting of up to six members, of whom one may be appointed Chief Executive Officer. The Board of Management is responsible for the proper management of the affairs of the Company in accordance with the Danish Financial Business Act, the Danish Companies Act and the Company s Articles of Association. The Board of Management shall submit all matters of an extraordinary nature or magnitude to the Board of Directors. The Board of Directors and the Board of Management shall, individually and jointly, ensure that the Company has an adequate capital base as well as internal risk measurement and management processes in place to assess and maintain on an ongoing basis the amount, type and distribution of the capital base it considers adequate to cover the risks to which the Company is exposed. Based on this assessment, the Board of Directors and the Board of Management shall calculate the Company's individual solvency need. V. Auditors 19. The Annual General Meeting shall appoint one or two auditors, of whom one must be a state-authorised public accountant, to audit the Annual Report and prepare the auditor s report. The auditors, who must fulfil the requirements for the audit of insurance companies, shall be appointed by the Annual General Meeting for one year at a time. The auditors may be reappointed. During the audit, which must be performed with due regard to all existing assets and liabilities, the auditors shall have free access to all books and records relating to the accounts of the Company and to all cash in hand and securities. The Boards of Directors and Management shall be under an obligation to provide the auditors with all such information as they may require to confirm the correctness of the Annual Report. Whenever an audit has been performed, a long-form audit report shall be prepared. The long-form audit report shall be presented at the meeting of the Board of Directors next following, where all members of the Board shall sign it to certify that they have been informed of the contents. VI. Financial reporting and appropriation of profits 20. The financial year of the Company shall be the calendar year. The audited Annual Report, signed by the Board of Directors and Board of Management, shall be submitted to the Annual General Meeting for approval. 21. Resolutions regarding the appropriation of retained earnings available according to the Annual Report shall be passed by the Annual General Meeting in accordance with the provisions of the Danish Financial Business Act, the regulations issued pursuant thereto, and other statutory provisions. Pursuant to previous regulations, the following transfers to contingency funds have been made or are allowed: Contingency fund A, adopted at Annual General Meeting in A/S Forsikringsselskabet Codan on 17 May Contingency fund B has been dissolved. Contingency fund C for workers compensation insurance, cf. Act No. 630(S. 138) of 23 December The following rules shall apply: No further transfers to Contingency fund A may be made, and the funds already transferred to this Fund may only be used to strengthen the technical reserves or otherwise benefit the Insureds. Contingency fund C, established in accordance with Act No. 630(S. 138) of 23 December 1980, may not be reduced. Consequently, funds already transferred to this Fund cannot be transferred back. If the capital base, including contingency funds, exceeds the required solvency margin, the excess share of the contingency fund may be used to strengthen the technical reserves or otherwise benefit the Insured. 22. The Boards of Directors and Management shall ensure that the Company s funds are invested in a manner which is secure and appropriate for both the Company and the Policyholders, thereby ensuring compliance with the
5 CODAN FORSIKRING A/S 4 Danish Financial Business Act and other regulations at all times. VII. Winding up 23. If circumstances make it advisable to wind up the Company, the Board of Directors shall propose a resolution to that effect at a general meeting. Any resolution to wind up the Company shall be made in accordance with applicable legislation. Any wind-up shall take place in accordance with the provisions of the Danish Financial Business Act. VIII. Changes required by authorities 24. The Board of Directors may, without approval of the shareholders in general meeting, make any such amendments or additions to these Articles of Association of a formal character as may be required by the authorities pursuant to the Danish Financial Business Act, the Danish Companies Act or other legislation. Thus adopted at the Company s Annual General Meeting on 29 April The Board of Directors of Codan Forsikring A/S: Simon Lee Andrew Burke Rowan Saunders Jørgen Lykke Christian Sletten _ Anthony Latham Lars Nørby Johansen _ Clare Sheikh Henrik Müllertz Marianne Philip
Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol
Articles of association Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol Table of contents Article 1 Name and objects 3 Article 2 Share capital and shares 3 Article 3 Authorisations
More informationARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)
Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects
More informationARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)
Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects
More informationArticles of Association of Auriga Industries A/S CVR no. 34629218. Page 1 of 8
Articles of Association of Auriga Industries A/S CVR no. 34629218 Page 1 of 8 Page 2 of 8 Company name, domicile and object Article 1.1. The name of the Company shall be Auriga Industries A/S. Article
More informationUnauthorised translation ARTICLES OF ASSOCIATION NEUROSEARCH A/S. (CVR-no. 12546106)
Unauthorised translation ARTICLES OF ASSOCIATION OF NEUROSEARCH A/S (CVR-no. 12546106) Name, registered office and objects Article 1. The name of the company is NeuroSearch A/S. Article 2. The objects
More informationArticles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11
Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Article 1. The Company s name is Bang & Olufsen a/s. Article 2. The registered office of the Company is situated in the Municipality of
More informationArticles of Association
(Unauthorized English translation) (May 20, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 46 Name, Registered Office, Objects and Group
More informationArticles of Association
(Unauthorized English translation) (August 19, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 47 Name, Registered Office, Objects and Group
More information30 June 2016. Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION
[Translation] 30 June 2016 Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION 1 Name and registered office 1.1 The Company name is Scandinavian Private Equity A/S. The Company also
More informationCARLSBERG. Articles of Association. with latest amendments as of 12 March 2009
CARLSBERG Articles of Association with latest amendments as of 12 March 2009 Carlsberg A/S CVR. NO. 61056416 100, Ny Carlsberg Vej DK-1760 Copenhagen ARTICLES OF ASSOCIATION With latest amendments as of
More informationArticles of Association. The BANK of Greenland, A/S. 19 March 2014
Articles of Association of The BANK of Greenland, A/S 19 March 2014 Page 2 I. The Bank s Objectives and Registered Office 1 The registered office of The BANK of Greenland A/S, founded in 1967, is Kommuneqar-
More informationAppendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes)
Appendix 1 to notice to convene the EGM proposed new Articles of Association (the complete proposals with track changes) ARTICLES OF ASSOCIATION of TORM A/S CVR no. 22460218 Article 1 Article 1 1.1. 1.1
More informationArticles of Association of TDC A/S
Articles of Association of TDC A/S Name, Registered office and Objects of the Company (1) The name of the company is TDC A/S ( the Company ). (2) The Company also conducts business under the secondary
More informationArticles of association of Solar A/S
Articles of association of Solar A/S Adopted at the annual general meeting on 27 March 2015 Articles of Association Solar A/S I 1 Contents The company s name and object... 3 Company capital and equity
More informationExecutive Order on Articles of Association for ATP (Arbejdsmarkedets Tillægspension)
Executive Order on Articles of Association for ATP (Arbejdsmarkedets Tillægspension) Executive Order no. 468 of 13 June 2005 The following articles of association for ATP (Arbejdsmarkedets Tillægspension)
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 informationSummary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011
Summary of key differences between Luxembourg and Swedish corporate law, as per 22 June 2011 Millicom International Cellular S.A. ("Millicom") is a company incorporated and governed under the laws of the
More informationAGENDA AND THE FULL CONTENTS OF THE PROPOSALS
NKT Holding A/S Annual General Meeting on Wednesday 25 March 2015 AGENDA AND THE FULL CONTENTS OF THE PROPOSALS 1. Report by the Board of Directors on the Company s activities in 2014. 2. Presentation
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 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 informationArticles of Incorporation
Articles of Incorporation (Trade Name) Article 1. ARTICLES OF INCORPORATION OF NIKON CORPORATION (As amended on June 29, 2016) CHAPTER I. GENERAL PROVISIONS The Company shall be called Kabushiki Kaisha
More informationA R T I C L E S O F A S S O C I A T I O N. H. LUNDBECK A/S Central Business Register (CVR) no. 56 75 99 13
A R T I C L E S O F A S S O C I A T I O N of H. LUNDBECK A/S Central Business Register (CVR) no. 56 75 99 13 A R T I C L E S O F A S S O C I A T I O N 1. Name 1.1 The Company's name is H. Lundbeck A/S.
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 informationArticles of Association Of Dhanamitr Factoring Public Company Limited
Articles of Association Of Dhanamitr Factoring Public Company Limited Chapter 1 General Provisions Article 1 This Articles of Association means The Articles of Association of Dhanamitr Factoring Public
More informationNotice of annual general meeting
Company announcement no. 08 2015/16 Allerød, 28 May 2015 Notice of annual general meeting The Board of Directors of Matas A/S is pleased to invite the shareholders to the company's annual 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 informationConvenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft.
Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 9 March 2015 Page 1 of 12 I. General Rules 1. Company Name, Principal
More informationSAMPLE OF AN INCORPORATION AGREEMENT ADOPTING THE TABLE 1 ARTICLES INCORPORATION AGREEMENT
APPENDIX A SAMPLE OF AN INCORPORATION AGREEMENT ADOPTING THE TABLE 1 ARTICLES INCORPORATION AGREEMENT We propose to form a company under the Business Corporations Act (BC) under the name of (the Company
More informationNotice of Annual General Meeting
Notice of Annual General Meeting Wednesday 9 December 2015 at 3:30 pm Holtedam 3 (Aage Louis-Hansen Auditorium), Humlebæk, Denmark To the shareholders of Coloplast A/S 16 November 2015 Notice of Annual
More informationThe items 3, 4, 5, 7, 8, a, b, c, 9, 11, 12 a, b, c, d, 13, 14, 15 and 16 on the agenda are items which will be put to the vote of the AGM.
EXPLANATORY NOTES TO THE AGENDA for the Annual General Meeting of Shareholders ( AGM ) of ASML Holding N.V. (the Company or ASML ) to be held on Wednesday March 28, 2007 The items 3, 4, 5, 7, 8, a, b,
More informationSTATUTES OF A JOINT-STOCK COMPANY
STATUTES OF A JOINT-STOCK COMPANY ASSECO South Eastern Europe Spółka Akcyjna 1 Company s business name 1. The Company s business name shall be ASSECO South Eastern Europe Spółka Akcyjna. 2. The Company
More informationTHE TRUST DEED The Trust Deed
The Trust Deed is a complex document and the following is a summary only. Investors should refer to the Trust Deed itself to confirm specific information or for a detailed understanding of The Link REIT.
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 informationBYLAWS FAURECIA. Updated with effect January 6 th, 2016 subsequent to a decision by the CEO of January 7 th, 2016
Free translation For information purposes only FAURECIA Public limited liability company with a share capital of 965 180 307 Registered office: 2 rue Hennape - Nanterre (Hauts de Seine) Listed with the
More informationArticles of Association. SQS Software Quality Systems AG
Status: 10 November 2015 Articles of Association of SQS Software Quality Systems AG III. General Provisions 1 Name, Registered Office, Fiscal Year 1. The name of the company is SQS Software Quality Systems
More informationSTATUTES 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 informationArticles and Memorandum of Association - English convenience translation -
Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association
More informationArticles of Association for Eyrir Invest hf.
Articles of Association for Eyrir Invest hf. Art. 1 The Company is a public limited company. The name of the Company is Eyrir Invest hf. Art. 2 The Company is domiciled at Skólavörðustígur 13 in Reykjavik.
More informationJune 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS
June 2009 THE DANISH ACT ON PUBLIC AND PRIVATE LIMITED LIABILITY COMPANIES AMENDMENTS Gorrissen Federspiel Kierkegaard H.C. Andersens Boulevard DK-1553 Copenhagen V, Denmark New act on limited liability
More informationMINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES
MINORITY SHAREHOLDER RIGHTS IN ONTARIO PRIVATE COMPANIES Phil Thompson Business Lawyer, Corporate Counsel www.thompsonlaw.ca Even without a unanimous shareholders agreement, minority shareholders in private
More informationSTOCK EXCHANGE RELEASE 2 April 2009 at 07.45 p.m.
RAUTE CORPORATION STOCK EXCHANGE RELEASE 2 April 2009 at 07.45 p.m. DECISIONS OF RAUTE CORPORATION S ANNUAL GENERAL MEETING 2009 Raute Corporation s Annual General Meeting confirmed on 2 April 2009 the
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 informationNOTICE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS in Reinhold Europe AB (publ), 556706-3713
NOTICE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS in Reinhold Europe AB (publ), 556706-3713 The shareholders of Reinhold Europe AB ( publ), 556706-3713, are hereby invited to attend an Annual General Meeting
More informationFull wording of THE ARTICLES OF ASSOCIATION. OF KOMERČNÍ BANKA, a. s.
Full wording of THE ARTICLES OF ASSOCIATION OF KOMERČNÍ BANKA, a. s. 23 April 2015 Article I Fundamental Provisions Section 1 Trade Name and Registered Office (1) The trade name of the company shall be
More informationARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT
Article 1- ESTABLISHMENT ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT A joint stock company was established by and between the incorporators whose names/surnames
More informationCHINA PIONEER PHARMA HOLDINGS LIMITED
Purpose CHINA PIONEER PHARMA HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 01345) Terms of Reference for Audit Committee of the board of directors of the Company
More informationCIVIL 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 informationIDENTIFY 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 informationNunaMinerals: Notice of extraordinary general meeting
NunaMinerals: Notice of extraordinary general meeting Nuuk, 20 January 2015 Announcement no. 03/2015 Page 1 of 15 The meeting will be held on Thursday, 29 January 2015 at Hotel Hans Egede, Nuuk at 4.00
More informationTerms of Reference of the Nomination and Corporate Governance Committee of the Board of Directors of China International Capital Corporation Limited
Terms of Reference of the Nomination and Corporate Governance Committee of the Board of Directors of China International Capital Corporation Limited Chapter I General Provisions Article 1 In order to improve
More informationOPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES.
OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING APPROVED: by decision of the Supervisory Council (minutes No 09 of 21 December 2007) Agency for Housing Mortgage Lending OJSC INFORMATION POLICY
More informationTERMS OF REFERENCE BOARD OF DIRECTORS
TERMS OF REFERENCE BOARD OF DIRECTORS Roles and Responsibilities The principal role of the Board of Directors (the Board ) is stewardship of the Company with the creation of shareholder value, including
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 informationSTATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES
STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES The Board of Impexmetal S.A., pursuant to Article 91 Section 5 and 4 of the 19 February 2009 Regulation of the Minister of Finance Regarding
More informationadidas AG Herzogenaurach ISIN: DE000A1EWWW0 Annual General Meeting which takes place on Thursday, May 10, 2012, 10:30 hrs AGENDA
adidas AG Herzogenaurach ISIN: DE000A1EWWW0 We are herewith inviting our shareholders to the Annual General Meeting which takes place on Thursday, May 10, 2012, 10:30 hrs in the Stadthalle Fuerth, Rosenstrasse
More informationCorporate 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 informationRisk Management Committee Charter
Ramsay Health Care Limited ACN 001 288 768 Risk Management Committee Charter Approved by the Board of Ramsay Health Care Limited on 29 September 2015 Ramsay Health Care Limited ABN 57 001 288 768 Risk
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 informationConstitution of Australian Pharmacy Council Limited
APPROVED 25 May 2015 Constitution of Australian Pharmacy Council Limited ACN 126 629 785 Australian Pharmacy Council Ltd Level 2 Ethos House 28-36 Ainslie Place Canberra ACT 2601 Australia T 61 2 6262
More information中 國 通 信 服 務 股 份 有 限 公 司
中 國 通 信 服 務 股 份 有 限 公 司 CHINA COMMUNICATIONS SERVICES CORPORATION LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 552) AUDIT COMMITTEE
More informationInvitation to the annual general shareholders meeting to be held on Thursday, May 24, 2012 at 10.00 a.m.
Limited liability company (naamloze vennootschap) Paepsem Business Park, Boulevard Paepsem 20 B-1070 Brussels, Belgium VAT BE 0876.488.436 (Brussels) Invitation to the annual general shareholders meeting
More informationAn overview of Jersey company law
www.bedellgroup.com Jersey Guernsey London Dublin Mauritius BVI Singapore An overview of Jersey company law Bedell Cristin Jersey The Companies (Jersey) Law 1991 (the "Law") came into force on 30 March
More informationInvitation to the Annual General Meeting of shareholders of Betsson AB (publ)
APRIL 9 2015 Invitation to the Annual General Meeting of shareholders of Betsson AB (publ) The shareholders of Betsson AB (publ) (the Company ), are hereby invited to the Annual General Meeting of shareholders
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 information[ ] numbers in brackets refer to the clause number in the regulations.
DMCC COMPANY REGULATIONS (1/03) AT A GLANCE This document sets out to summarise the main Company Rules and Regulations applicable within the DMCC Free Zone. You are recommended to read the full edition
More informationDelhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.
Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.com Comparison of the current version of the Articles of Association
More informationCorporate Governance Guidelines Altria Group, Inc.
Corporate Governance Guidelines Altria Group, Inc. Table of Contents A. ROLE AND RESPONSIBILITY OF THE BOARD B. BOARD COMPOSITION, STRUCTURE AND POLICIES 1. Board Size 2. Independence of Directors 3. Annual
More informationConsolidated Act no. 1017 of 24 October 2005 EXCLUDING MINOR AMENDMENTS
Consolidated Supervision of Company Pension Funds Act 1) Consolidated Act no. 1017 of 24 October 2005 EXCLUDING MINOR AMENDMENTS Executive Order no. 1017 of 24 October 2005 This is to promulgate the Supervision
More informationRegulations on the General Meeting of Shareholders of Open Joint Stock Company Gazprom Neft (New version)
APPROVED by the General Meeting of Shareholders of JSC Gazprom Neft on September 30, 2014 (Minutes 0101/02 dated 02.10.2014) Regulations on the General Meeting of Shareholders of Open Joint Stock Company
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 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 informationARTICLES 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 informationANNUAL COUNCIL MEETING
ANNUAL COUNCIL MEETING Philadelphia, PA October 30, 2011 REPORT OF THE BYLAWS AND PROCEDURES COMMITTEE 1 REPORT OF THE BYLAWS AND PROCEDURES COMMITTEE The Bylaws and Procedures Committee has drafted this
More informationREGULATIONS 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 informationGARMIN LTD. CORPORATE GOVERNANCE GUIDELINES
GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of Garmin Ltd. (the "Company") has adopted these Corporate Governance Guidelines ("Guidelines"), in order to assist the
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 informationSCHOOL SPORT WA (Inc) CONSTITUTION. CONSTITUTION OF SCHOOL SPORT WA (Inc) (Revised February 2006)
SCHOOL SPORT WA (Inc) CONSTITUTION CONSTITUTION OF SCHOOL SPORT WA (Inc) (Revised February 2006) 1 NAME The name of the Association shall be "SCHOOL SPORT WA (inc)" (herein after referred to as SCHOOL
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 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 informationCompany Announcement no. 19/2013. Annual General Meeting - IC Companys A/S on 25 September 2013 at 3 p.m.
Company Announcement no. 19/2013 COMPANY ANNOUNCEMENT 30 August 2013 Annual General Meeting - IC Companys A/S on 25 September 2013 at 3 p.m. IC Companys A/S 10 Raffinaderivej 2300 Copenhagen S Denmark
More informationA R T I C L E S O F A S S O C I A T I O N M A R E L H F.
A R T I C L E S O F A S S O C I A T I O N M A R E L H F. 1 NAME, ADDRESS AND PURPOSE OF COMPANY 2 2 SHARE CAPITAL 2 3. ADMINISTRATION 4 4. SHAREHOLDER MEETINGS 4 5. BOARD OF DIRECTORS 7 6. ELECTION OF
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 informationCharter of the Audit Committee of the Board of Directors of Novo Nordisk A/S
Charter of the Audit Committee of the Board of Directors of Novo Nordisk A/S CVR no. 24 25 67 90 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NOVO NORDISK A/S 3 DECEMBER 2014 1 OF 7 1. Status
More informationSUMMARY OF DIFFERENCES SHAREHOLDER RIGHTS CANADA AND SWEDEN APPLICABLE TO LUNDIN GOLD INC.
SUMMARY OF DIFFERENCES SHAREHOLDER RIGHTS CANADA AND SWEDEN APPLICABLE TO LUNDIN GOLD INC. Dated: December 19, 2014 The following is a summary of the main differences between the rights of shareholders
More informationAct), currently available in Danish only. Danish Act on Public and Private Limited Companies (the Danish Companies Act) 1)
Please note that the Danish Companies Act will come into force in phases and that some of its provisions are therefore not yet effective. The first parts of the Act came into force on 1 March 2010. See
More informationLegal Framework of Limited Liability Partnerships and Limited Liability Companies in Singapore
Legal Framework of Limited Liability Partnerships and Limited Liability Companies in Singapore Ronnie Quek Partner Corporate & Commercial 27 February 2006 What is an LLP? 1 A body corporate Formed by registration
More informationBy-Laws of The Clermont County Bar Association
By-Laws of The Clermont County Bar Association Article I. Name. The name of the Corporation shall be The Clermont County Bar Association (the Association ). Article II. Membership. Section 1. Active Members.
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 informationSTOCK EXCHANGE RELEASE 16 April 2012 at 7:30 p.m. DECISIONS OF RAUTE CORPORATION S ANNUAL GENERAL MEETING 2012
DECISIONS OF RAUTE CORPORATION S ANNUAL GENERAL MEETING 2012 Raute Corporation s Annual General Meeting on 16 April 2012 confirmed the Financial Statements for 1 January to 31 December 2011 and discharged
More informationLAW ON COMMERCIAL ENTERPRISES
LAW ON COMMERCIAL ENTERPRISES Chapter 1 General Provisions Article 1: Scope This law applies to a partnership and company carrying on business in the Kingdom of Cambodia. A partnership composes of a general
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 informationTHE REGISTRAR-GENERAL'S DEPARTMENT THE COMPANIES ACT, 1963 (ACT 179)
THE REGISTRAR-GENERAL'S DEPARTMENT THE COMPANIES ACT, 1963 (ACT 179) A Copy of Regulations 8 to 82 in Part I of Table A in the Second Schedule to the Companies Act, 1963 (Act 179) REGULATIONS OF A PRIVATE
More informationWestfield Corporation Human Resources Committee Charter. Westfield Corporation Limited (ABN 12 166 995 197) (ABN 66 072 780 619)
Westfield Corporation Human Resources Committee Charter Westfield Corporation Limited (ABN 12 166 995 197) WESTFIELD CORPORATION HUMAN RESOURCES Westfield America COMMITTEE Management CHARTER Page Limited
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 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 informationCompanies Act - Table A Articles of Association of
Companies Act - Table A Articles of Association of company name 1. In these regulations, unless the context otherwise requires, expressions defined in the Companies Act, or any statutory modification thereof
More informationE Lighting Group Holdings Limited 壹 照 明 集 團 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) Stock Code : 8222
1. ORGANIZATION E Lighting Group Holdings Limited 壹 照 明 集 團 控 股 有 限 公 司 (incorporated in the Cayman Islands with limited liability) Stock Code : 8222 TERMS OF REFERENCE OF AUDIT COMMITTEE The board (the
More informationNOTICE CONVENING THE ANNUAL GENERAL MEETING OF TK DEVELOPMENT A/S. The agenda
Company announcement no. 3/2010 Page 1 of 16 NOTICE CONVENING THE ANNUAL GENERAL MEETING OF TK DEVELOPMENT A/S to be held on Tuesday, 25 May 2010, at 4 pm at Hotel Hvide Hus, Vesterbro 2, DK 9000 Aalborg.
More informationTERMS 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 informationTABLE OF CONTENTS Self-Insurance Certification
Workers Compensation Commission Sec. 31-284 page 1 (3-99) TABLE OF CONTENTS Self-Insurance Certification Definitions... 31-284- 1 Application process... 31-284- 2 Partial self-insurance... 31-284- 3 Delayed
More information