Articles of association for GIEK

Transcription

1 Articles of association for GIEK THE ARTICLES OF ASSOCIATION FOR GARANTI-INSTITUTTET FOR EKSPORTKREDITT (GIEK). Established by Royal Decree of 22 December Presented by the Ministry of Trade and Industry. Amendments to the articles were adopted by the Ministry on 20 June 2000, 2 January 2001, 1 March 2005, 9 December 2005, 16 September 2008, 11 May 2009, 9 September 2010, 22 March 2011 and 6 June These rules enter into force from 1 January 2000 and replace the provisions in previous Storting resolutions, the resolution of 14 February 1994 with appendices, the Royal Decree of 7 February 1997 and the instructions of 17 March The Ministry of Trade and Industry is authorised to carry out changes to the articles of association for GIEK in consultation with the Ministry of Finance and the Ministry of Foreign Affairs. The Ministry of Trade and Industry can also provide rules to supplement these articles of association. GENERAL RULES 1 PURPOSE AND LIMITATIONS 1.1 GIEK shall promote Norwegian export and investments abroad through the issue of guarantees on behalf of the Norwegian government GIEK may also administer other guarantee schemes as determined by the Ministry GIEK shall provide cover for commercial and political risk for export and cover for political risk for investments in foreign countries. 1.4 GIEK shall offer competitive guarantees for exports and investments and shall constitute a supplement to the private commercial insurance and guarantee market GIEK s provision of guarantees shall comply with the current Storting resolutions at any given time, the rules contained herein, the annual letter of assignment and Norway s international obligations GIEK s overall liability for the total principal under policies and offer of cover must not exceed the limit stipulated by the Storting at the time of the issue of a new offer of cover. 1.7 The following guarantee schemes shall balance out in the long term: GIEK s general guarantee scheme, guarantee scheme for building loans for ships, vessels and off shore installations and the guarantee scheme for the power intensive industry s purchase of power The following guarantee schemes shall balance out in the long term when government grants for loss coverage are considered: The guarantee scheme for investments in and export to developing countries and the guarantee scheme for export to and investment in the CIS countries and the Baltic countries GIEK is a public enterprise and organises its own operations GIEK shall be the owner of GIEK Kredittforsikring AS which is a company that will provide credit insurance. 7

2 1.11 These general rules apply to all GIEK's schemes unless otherwise stipulated. 2 GENERAL PROVISIONS Balance 2.1 The term balance out for the various guarantee schemes means that balance shall be achieved between premiums, recoveries, financial income and any grants for the coverage of losses on the one side, and administration costs, financial expenses and claims paid on the other. Accounts for each guarantee scheme are used to measure the degree to which the balance requirement has been achieved. Transfers of capital from GIEK to the Treasury must be made visible in the accounts of the different guarantee schemes. 8 Risk-sharing 2.2 Where appropriate, GIEK shall seek to achieve risk-sharing and otherwise attempt to minimise potential losses. 9 Risk level 2.3 Risk is assessed on the basis of the risk picture at the time of the offer of cover Guarantees can be given in Norwegian Kroner as well as in other currencies generally used in international transactions, or in a different currency provided that the provision of such a guarantee is appropriate with regard to risk. 11 Premium stipulation 2.5 For guarantees a premium shall be payable that is determined on the basis of an assessment of factors including the type and scale of the risk, the level of premiums in other countries and international agreements on minimum premiums. Premiums must be set so that the guarantee schemes fulfil the balance requirements. Coverage rates 2.6 When covering commercial risk the guarantee cannot exceed 90 percent of the part of the total credit that falls due in the first 8 years. Payment instalments that fall due after more than 8 years from the disbursement of the loan can be covered in full. If the guarantee is given in the form of a general guarantee up to 95 percent can be covered in exceptional circumstances. 2.7 Political risk can be covered up to 100 percent. 3 GUARANTEES FOR EXPORT General 3.1 Export is understood to mean the delivery of goods and provision of labour and services, including the transfer of technical expertise, license and patent rights and similar, when settlement is to be undertaken from abroad. Guarantees may be provided in connection with the financing of export transactions which to a considerable degree promote Norwegian interest. Norwegian interests are understood to mean export transactions between Norway and foreign countries or transactions made abroad. 12 Guarantees may also be issued for the following deliveries to Norwegian buyers: deliveries of equipment to ships and mobile facilities built abroad deliveries of ships, mobile facilities and equipment for ships and mobile facilities when these units will generate their income from overseas trade and offshore activities Export guarantees cover the risk of losses arising from the non-fulfilment of contracts entered into or that the settlement or transfer of settlement from a foreign country does not take place as anticipated. Export guarantees can cover both commercial and political risk. The scope of the guarantee 3.3 A guarantee can be provided for: 14 The risk related to credit sales. The risk related to buyer financing.

3 The risk related to other credit provision and similar in connection with Norwegian export. The risk related to the financing of export inventories as well as the production and delivery of export goods under fixed sales contracts. The risk related to the completion of contracts for delivery as mentioned in 3.1. The risk related to the tender, pre-payment and completion guarantees that a Norwegian company has to provide to the buyer and the risk that they buyer will exploit the Norwegian guarantee in an unauthorized manner. The risk related to sales work abroad and other export measures. The risk related to deliveries from foreign contract partners which are to be included in deliveries from Norwegian export trade as mentioned in A guarantee as detailed above can be given for Norwegian exports that are related to a contract between foreign contract partners in such a way that settlement for the Norwegian exporter is dependent on payment being made by the final buyer. Guarantee recipient 3.5 The guarantee recipient can be anyone who receives risk coverage as described in Delegation of decision-making 3.6 When providing a guarantee GIEK can delegate decision-making authority to private financial institutions with which liability is shared, particularly in connection with the coverage of commercial credit and reinsurance of other countries guarantee institutions. Political risk for export 3.7 Political risk can cover losses resulting from a failure to fulfil the terms of the contract due to: War, internal disturbance, closure of borders, natural disasters, new laws, government restrictions, expropriation, moratoria and similar conditions in a foreign country. That a foreign country, official legal institution or public company does not fulfil its contractual obligations. The term public company here can also mean those companies which it is generally accepted will be given government support in the event of payment problems. Decisions by Norwegian or foreign governments or similar, for example boycotts. The instability or failure of public and government functions that takes place in connection with political and/or financial upheaval in the Host country. 3.8 The coverage of political risk also covers losses arising from measures undertaken because the circumstances as stated above are expected to occur. Commercial risk for export 3.9 Commercial risk can cover losses due to the fact that a private foreign contractual partner or guarantor becomes unable to pay or for other reasons not due to the circumstances of the Norwegian contractual partner, fails to fulfil his obligations under the agreement in question Where the guarantee is given directly to a bank, financial institution, guarantee institution, syndicate or similar in connection with the financing of Norwegian export, the guarantee can also cover non-receipt of payment that is due to the Norwegian contractual partner s circumstances The coverage of commercial risk also covers losses arising from measures undertaken because the circumstances as stated above are expected to occur. Special conditions for export guarantees

4 3.12 When covering political risk or long-term risk that entails a disproportionately large liability value with regard to that normally covered by GIEK, coverage can still be granted if specific export policy grounds exist or the risk is deemed moderate. 4 INVESTMENT GUARANTEES General 4.1 The term investment is understood to mean the input of capital, production equipment or other financial contributions into a company. Loans to the company can also be seen as investment. 4.2 Investment guarantees only cover political risk. 4.3 The guarantee terms cannot exceed 20 years. The scope of the guarantee 4.4 A guarantee can be provided for: 16 The risk related to the investment itself. The risk related to loans given to the company in connection with the investment, or if the loan can be characterised as an investment. The risk related to guarantee obligations that the investor takes over in connection with the investment can also be covered by the guarantee. Guarantee recipient 4.5 The guarantee recipient can be anyone who receives risk coverage as described in Political risk for investment 4.6 Political risk can cover losses due to: Expropriation, confiscation or similar intervention by foreign authorities. Destruction of assets due to acts of war, rebellion or similar disturbances and natural disasters that would not normally be covered by insurance against natural hazards. Payment embargos, moratoria, currency restrictions or similar obstacles to payment or the transfer of capital, interest or proceeds. Breach of contract by the Host country s authorities. Losses due to the instability or failure of public and government functions that take place in connection with political and/or financial upheaval in the Host country and that weaken the prerequisites for being able to exploit the investment to the extent that its return can be said to have been lost. Decisions by Norwegian or foreign governments or similar, for example boycotts. 5 THE BOARD OF DIRECTORS General 5.1 GIEK is run by a Board consisting of up to eight members, of which seven is appointed by the Ministry of Trade and Industry. A majority of the employees may demand that one Board member and an observer with deputy Board members is chosen of and among the employees. Board members are appointed for a period of two years at a time, unless otherwise decided by the Ministry of Trade and Industry Remuneration for Board members, deputy Board members and observer is determined by the Ministry of Trade and Industry.

5 The duties and responsibilities of the Board of Directors 5.3 The Board is responsible for GIEK, runs its operations on behalf of the government and is responsible to the Ministry of Trade and Industry. 5.4 Duties of the Board include: developing strategic and operational goals for GIEK, evaluating guarantee applications and claims for compensation as well as determining terms and conditions, ensuring that GIEK has a suitable organisational structure and internal control and follow-up systems that ensure that tasks are carried out and stipulated targets are achieved (operational planning, personnel planning, financial control, development of result indicators), being otherwise responsible for budgeting, accounting and finances, carrying out reporting to superior authorities, ensuring that GIEK s case processing routines are of the required quality, ensuring that the primary instructions for financial administration are followed. 5.5 The Board of Directors appoints the CEO and stipulates job instructions for the position The Board can delegate authority to the CEO. With the Board s authorisation the CEO can delegate authority to other GIEK employees. This also applies to who shall lead management in the CEO s absence. The presence of a quorum for the Board of Directors 5.7 The participation of four directors constitutes a quorum. In order for a decision to be passed at least four directors must vote in favour of the decision. Board meetings 5.8 The Board shall meet as often as the Chairman of the Board deems necessary, or if demanded by two other directors. The minutes of Board meetings shall be recorded. Any dissent must be recorded in the minutes. The minutes shall be signed by the directors who were present at the respective meeting. The CEO countersigns the minutes. A copy of the approved minutes shall be sent to the Ministry of Trade and Industry after each meeting. 6 GIEK s OPERATIONS 6.1 GIEK administers the following guarantee schemes: 20 General Guarantee Scheme Guarantee scheme for export to and investment in developing countries Guarantee scheme for export to and investment in CIS countries and the Baltic states after Guarantee scheme for export to and investment in CIS countries and the Baltic states before Old General Scheme Portfolio of old, special guarantee schemes Guarantee scheme for building loans for ships, vessels and off shore installations, Guarantee scheme for the power intensive industry s purchase of power 6.2 The Ministry of Trade and Industry can appoint GIEK to administer other schemes.

6 7 GIEK s MANAGEMENT Conditions of employment 7.1 GIEK s personnel are recruited in line with the government personnel rules. The CEO s duties and responsibilities 7.2 The CEO shall be responsible for the management of day-to-day operations in accordance with the guidelines and decrees stipulated by the Board. The CEO is responsible for ensuring that the decisions of the Board are implemented. 8 RECOVERY General 8.1 GIEK shall undertake the active recovery of claims paid from both private and public debtors and guarantors etc. 8.2 GIEK shall confer with the Ministry of Trade and Industry and the Ministry of Foreign Affairs where recovery work is deemed to involve trade/foreign policy aspects. Recovery work in the Paris Club 8.3 GIEK has the right to participate in negotiations, both within the Paris Club and bilaterally, and is responsible for obtaining the necessary information and undertaking the implementation of bilateral agreements entered into. 9 WITHDRAWAL AUTHORISATION 9.1 When a withdrawal authorisation is given by the Storting and if claims paid cannot be covered by other means, GIEK can discharge the government s legal obligations by utilising the Ministry of Trade and Industry s withdrawal authorisation. 9.2 Net negative balances for the withdrawal authorisation are registered on a continuous basis as loans in the government accounts. Interest shall be added to the loan, and the loan shall be repaid from the respective guarantee schemes. 10 ACCOUNTS, BUDGET AND AUDITING 10.1 GIEKs financial administration must be in accordance with the government s financial regulations, the primary instructions for financial administration for GIEK s Board and the rules for GIEK s guarantee schemes. GIEK shall normally follow the provisions regarding financial administration for the government, but is able to deviate from the normal terms and certain special terms for state guarantee provision, cf. the rules for GIEK s guarantee schemes GIEK s shared administration charges are budgeted at their net value. Separate accounts are kept for these as each scheme covers its proportion of the actual charges. The administration accounts are recorded according to the cash principle and are included in the government budget and government accounts Separate accounts shall be recorded for the various guarantee schemes. Accounts are recorded outside the government budget and government accounts according to the principles of the Accounting Act where these are appropriate The National Audit Office carries out the combined audit of GIEK s operations and reports to the Storting. This does not prevent GIEK from also using an external auditor. 11 REPORTING 11.1 GIEK shall submit its annual report to the Ministry of Trade and Industry. The annual report shall contain the accounts for the period including a portfolio assessment as at. For a complete summary of reporting obligations refer to the Ministry of Trade and Industry s annual letter of assignment.

7 SPECIAL RULES FOR GIEK S VARIOUS GUARANTEE SCHEMES AND GIEK KREDITTFORSIKRING AS 12 GENERAL GUARANTEE SCHEME The General Guarantee Scheme covers all political and commercial risks, with the exception of the commercial risk defined by the EFTA regulations as marketable risk. 13 GUARANTEE SCHEME FOR INVESTMENT IN AND EXPORT TO DEVELOPING COUNTRIES Geographic application 13.1 A guarantee can be given under these rules for Norwegian investment and export to countries that the OECD has defined as low-medium income countries, low income countries and least developed countries The scheme shall primarily cover countries and regions given high priority in Norwegian development aid A guarantee can be given when the risk connected with the credit provision falls outside the scope of GIEK s General Guarantee Scheme, but where it is desirable to favour projects that particularly promote development for aid policy-related reasons. Investment guarantees 13.4 It is normally a condition that permission has been obtained from the respective developing country s authorities for the transfer of capital, interest and proceeds in the form of general legislation, multilateral or bilateral agreements for investment protection The guarantee recipient shall pay a guarantee premium based on the type of risk covered by the guarantee. Export guarantees The scheme covers both commercial and political risk If the debt shall be repaid from national sources and the country does not have a fully convertible currency, it is normally a condition that the recipient country s government gives a guarantee or provides a declaration stating that the debtor can exchange local currency to internationally convertible currency and transfer the required currency out of the country. Such a requirement can be omitted if the country s laws provide such protection. Other provisions 13.8 In connection with the provision of the guarantee GIEK shall notify the OECD of the guarantee offer of cover in accordance with international rules and practice In order to cover losses under the guarantee scheme a primary capital fund has been established. The primary capital fund is deposited in a separate account in Norges Bank which is administered by GIEK. GIEK shall transfer guarantee premiums received from the investor/exporter to the primary capital fund until it reaches its stipulated balance. 24 Administration of the scheme Recovered compensation sums shall be added to the primary capital fund until it reaches its stipulated balance Guarantee applications are sent to GIEK. If the guarantee application is received by NORAD this will be immediately sent to GIEK. GIEK assesses the application under the general guarantee scheme. If the risk is acceptable the application is processed under this scheme. If the application does not qualify under the general guarantee scheme the application is assessed under the developing country scheme. GIEK considers whether they wish to present the project to NORAD for assessment of whether the project promotes development. In the event of such submission NORAD will then notify GIEK in writing of its decision If GIEK finds the risk acceptable and NORAD, if the project was submitted to them, recommends the project, GIEK processes the application and prepares a guarantee offer of cover. Policy issue, premium

8 payment etc. follows GIEK s usual provisions If NORAD are asked and do not recommend the project, GIEK notifies the applicant that the application has been rejected If GIEK deems the risk also to be unacceptable under the developing country scheme, NORAD is notified of this. NORAD has the right to refer applications rejected by GIEK to the Ministry of Trade and Industry. The case shall be presented to the Minister for Development at the Ministry of Foreign Affairs for his comments before a final decision is made by the Ministry of Trade and Industry If GIEK chooses not to present the project to NORAD the case shall nevertheless be sent to NORAD for information purposes after the decision has been made by GIEK. 14 GUARANTEE SCHEME FOR EXPORT TO AND INVESTMENT IN THE CIS COUNTRIES AND THE BALTIC COUNTRIES Geographic application 14.1 A guarantee can be given under this scheme for Norwegian investment in and export to the Baltic states and countries that emerged from the former Soviet Union, the so-called CIS countries. Administration of the CIS/Baltic scheme before The administration costs of the scheme are covered by liquidity reserves under the scheme. If these are not sufficient to cover the administration costs GIEK can utilise its withdrawal authorization for this part of the scheme When a offer of cover which has funds frozen in a previously granted risk provision fund lapses or is cancelled, GIEK shall inform the Ministry about this as the basis for repayment to the Treasury at the end of each year In the event that claims paid are made for guarantee policies given under this part of the scheme liquidity reserves under the scheme shall be used before any utilisation of the withdrawal authorisation. Administration of the CIS/Baltic scheme after Funds granted to risk provision for the specific year shall be frozen when the offer of cover is granted where the premium is set lower than the premium GIEK would normally have demanded. The frozen funds are deposited in an account in Norges Bank connected to the group account scheme, subgroup fund The amounts granted for risk provision shall be settled each year by the part of the annual grant that is not frozen through the guarantee or used for policies during the course of the year being repaid to the Treasury Frozen funds released due to lapsed or cancelled offer of cover from previous years shall be reported to the Ministry of Trade and Industry as the basis for repayment to the Treasury. 15 GUARANTEE SCHEME FOR BUILDING LOANS FOR SHIPS, VESSELS AND OFF SHORE INSTALLATIONS A guarantee can be granted under these rules for loans to companies located in Norway and for the following activities: 27 Building or rebuilding of ships. The term ship is understood to mean that which is covered by the OECD definition of the term. Building or rebuilding of vessel under 100 tons gross weight which may be registered in Norwegian ship registers and which will be used for trade Building or rebuilding of vessel without propulsion machinery Building, rebuilding or assembly of off shore facilities or the production of essential sub deliveries for such facilities. The scope of the guarantee

9 15.2 It is a condition of acceptance for the guarantee that the buyer pays a minimum of 20% of the contract amount during the construction period. Repayment shall take place in line with the construction costs resulting from the progress of the project. This is carried out by the repayments being equal to the withdrawals against the building loan GIEK can cover risk related to the building loan by up to 50% The guarantee shall be given on a pari passu basis with a satisfactory bank or financial institution As a minimum, payment for the risk shall be the same as demanded by the contributing bank or financial institution Risk cover can only be granted in cases where it is documented that the ship, vessel or installation in question is financed in a satisfactory manner The building loan shall be related to the costs of the project covered by the contract and shall fall due for payment no later than at completion of the project. 29 Administration 15.9 The administration costs of the scheme shall be covered by liquidity reserves under the scheme. If these are not sufficient to cover the administration costs GIEK can utilise its special withdrawal authorization for this scheme Premiums and charges paid are deposited in a special account for the scheme In the event that claims paid are made for guarantee policies given under this scheme liquidity reserves under the scheme shall be used before any utilisation of the special withdrawal authorisation The Ministry stipulates an overall exposure limit for GIEK s coverage of building loans each year. 16 GUARANTEE SCHEME FOR THE POWER INTENSIVE INDUSTRY S PURCHASE OF POWER 30 Framework conditions 16.1 A guarantee can be granted under these rules for the power intensive industry s purchase of power on long term conditions. The following framework conditions apply: - Guarantees can be granted for individual companies purchase of power or for purchase of power made by a grope of companies (consortium) within the power intensive industry. - Guarantees can be issued to power suppliers and banks or to other lenders financing the purchase of power. GIEK will not guarantee the power supplier s fulfilment of his obligations under a long term power purchase agreement. - Power purchase agreements can only be covered if they are entered into with a power supplier in the EEA. This includes both the seller of power and the power producer. - A power purchase agreement must have a minimum duration of seven years to qualify for the scheme. Power purchase agreements with a duration of more than 25 years cannot be covered. The conditions of the guarantee 16.2 Guarantees shall be entered into on commercial terms and in accordance with the regulations of the EEA Agreement on state subsidies In the event that GIEK has issued a guarantee, the transferral or other transactions involving the power purchase agreement must be approved by GIEK who will then assess the conditions in the guarantee agreement to ensure that the transaction is on commercial terms. Scope of the guarantee 16.4 Guarantees may at any given time only cover 80 % of the underlying obligation to which the guarantee applies.

10 16.5 Loss coverage from GIEK in the event of a default will maximum cover 80 % of the incurred loss. 17 GIEK s RESPONSIBILITY AS OWNER OF GIEK KREDITTFORSIKRING AS (THE COMPANY) GIEK s Board of Directors shall be the general meeting for the Company, and in this regard it shall make all decisions considered by a general meeting, including the appointment of the Board of Directors for the Company As owner GIEK shall ensure that the Company is operated on a correct commercial basis As owner GIEK shall ensure that the Company has an obligation to provide an appropriate offer of credit insurance to small and medium-sized companies. 1 Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Addition adopted by the Ministry on 22 March Amendment adopted by the Ministry on 2 January 2001, 1 March 2005 and 9 September Addition adopted by the Ministry on 2 January Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 20 june 2000, 1 March 2005 and 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 11 May Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 2 January 2001, 1 March 2005, 9 September 2010 and 22 March Amendment adopted by the Ministry on 9 December 2005 and 9 September Amendment adopted by the Ministry on 2 January Amendment adopted by the Ministry on 2 January Amendment adopted by the Ministry on 16 December Amendment adopted by the Ministry on 9 September Addition adopted by the Ministry on 1 March Amendment adopted by the Ministry on 9 September Amendment adopted by the Ministry on 9 September Addition adopted by the Ministry on 9 September Addition adopted by the Ministry on 22 March Addition adopted by the Ministry on 2 January 2001