1. granting and transfer of loans, subsidies and other forms of financial

Transcription

1 Statutes 01

2 02 L-Bank Statutes Proclamation of the federal state government of 30th November 1998 (Law Gazette for Baden-Württemberg [Gesetzblatt für Baden-Württemberg GBl.] of 17th December 1998, page 637), last amended by proclamation of the federal state government of 19th November 2013 (Law Gazette for Baden-Württemberg of 10th December 2013, page 365). Pursuant to 13 Subsection 1 of the Act concerning Landeskreditbank Baden-Württemberg Förderbank (L-Bank Act) of 11th November 1998 (GBl. page 581), the following Statutes are adopted: 1 Business Activity (1) In the execution of its functions, Landeskreditbank Baden-Württemberg Förderbank (the Bank ) may use any available banking instruments. In particular, this includes: 1. granting and transfer of loans, subsidies and other forms of financial support, 2. subparticipation in loans and other forms of funding of one or more credit or finance institutions as well as participation in syndicated loans, 3. granting of sureties and guarantees as well as the provision of other warranties and risk reliefs, 4. making of equity investments. (2) In performing its functions, the Bank may carry out such businesses and services as are directly connected with the fulfilment of its functions. In particular, this includes: 1. purchase and sale of receivables and securities,

3 03 2. treasury management and activities related to the risk management of the Bank, 3. securities trading, deposit business and giro business for its own account, to the extent that these activities are directly connected with the fulfilment of the functions of the Bank, 4. issuance of mortgage-backed bonds (Pfandbriefe), public debtbacked bonds (Kommunalobligationen), medium-term notes (Kassenobligationen) and other bearer or registered bonds, 5. raising special-purpose loans from central credit institutions, institutional investors and public agencies, 6. raising other loans, 7. placing deposits with public and private credit institutions, 8. providing advice and services related to development activities. (3) Export finance pursuant to 3 Subsection 3 n 4 of the Act concerning Landeskreditbank Baden-Württemberg Förderbank may be carried out by the Bank as per the following principles: 1. Participation in syndicated finance transactions at the request, and under the lead management of, one or more credit or finance in stitutions shall not be carried out under terms and conditions which would be more favourable for the relevant enterprise or less favourable for the Bank than the terms and conditions which would be offered to such enterprise by any other credit or finance institutions participating in the syndicate. This stipulation will not be met where the request is made or lead management is provided by a) a development agency or b) a finance institution in which the Bank owns directly or indirectly the majority of capital stock, or the majority of the voting rights,

4 04 or for which the Bank is entitled to appoint more than 50 per cent of the members of any advisory, management or supervisory body. The commitment of the Bank in relation to any such finance transaction may not exceed 50 per cent, unless the other members of the syndicate unanimously agree in a particular instance on a higher commitment of the Bank whereby such higher commitment may not exceed 75 per cent. 2. In case of participations in syndicated finance transactions ar ranged or lead-managed by the Bank itself, each of the following requirements shall be met: a) Co-operation with at least one co-lead arranger which is neither a development agency nor a finance institution in which the Bank owns directly or indirectly the majority of capital stock, or the majority of voting rights, or for which the Bank is entitled to appoint more than 50 per cent of the members of any advisory, management or supervisory body. b) The beneficiary shall not be granted more favourable terms and conditions than those offered by any other credit or finance institution participating in the syndicate, and the Bank shall not accept any terms and conditions worse than those offered by the other credit or finance institutions. c) The Bank s aggregate participation commitment shall not exceed 25 per cent, unless the other members of the syndicate unanimously agree in a particular instance on a higher commitment of the Bank whereby such higher commitment may not exceed 50 per cent. d) Willingness of the Bank to co-operate on a syndicated basis with any credit institution located in the EU.

5 05 3. The Bank shall only be entitled to act on its own initiative in instances where a) a country in OECD country risk category 7 is involved or b) a country in OECD country risk category 5 or 6 is involved which is simultaneously listed in Part 1 of the DAC list, provided that the nominal amount of the relevant financing is below EUR 50 million and the term of such financing exceeds four years. (4) The Bank may acquire ownership of real estate of all kinds, ownership of residential property, partial ownership within the meaning of the Act concerning the Ownership of Residential Property (Wohnungseigentumsgesetz), and rights equivalent to property ownership, insofar as expedient to avoid losses, for own use or otherwise to fulfil its duties. 2 Board of Management (1) The Board of Management shall conduct the Bank s business on its own responsibility within the framework of the law and the present statutes, in accordance with the guidelines issued by the Supervisory Board. (2) The members of the Board of Management shall, without prejudice to the allocation of competences within the Board of Management, be collectively responsible for the conduct of the Bank s business. (3) The Board of Management is to advise the Supervisory Board of all important business matters every six months. Such advice shall be communicated at the meetings of the Supervisory Board. In respect of especially important business matters, the Board of Management shall as far as possible advise the Supervisory Board in such good time that it has the opportunity to state its opinion. The Supervisory Board shall be advised in writing annually, at the latest by 31st March of each business year, of the intended future management policy.

6 06 (4) A member of the Board of Management may not participate in any deliberations or resolutions concerning matters on which the decision may bring about a direct benefit or prejudice to himself, a person with a close relationship to him or a company with a close relationship to him within the meaning of 138 Subsection 1 of the Insolvency Act (Insolvenzordnung), or if he is conflicted for other reasons. In case of doubt the Board of Management shall decide whether these conditions apply, the person concerned being excluded from such decision. (5) Members of the Board of Management must immediately disclose any conflict of interest to the Chairman of the Supervisory Board in accordance with Subsection 4; the other members of the Board of Management are to be informed about this. Significant transactions by the Bank which cause a conflict of interest pursuant to Subsection 4 shall require the approval of the Supervisory Board, unless the latter must in any case represent the Bank in this respect pursuant to 3 Subsection 2. 3 Power to Represent and Sign (1) Written declarations by the Bank shall require the signature of two members of the Board of Management. As regards day-to-day business, the Board of Management may determine that the Bank be represented by one member of the Board of Management signing together with an officer of the Bank, or by two officers of the Bank signing together. Representation of the Bank other than by signing documents shall require specific written authority. (2) When entering into legal transactions with, and in the event of litigation between, the Bank and members of the Board of Management, the Bank shall be represented by the Chairman of the Supervisory Board. (3) The power to sign shall be documented by the Board of Management in a list of authorised signatories and published in an appropriate manner.

7 07 (4) Insofar as compatible with security, the Board of Management may determine that the signature of one employee alone shall suffice for certain business transactions. Loan commitments, schedules as well as charge and account statements prepared or reconciled by data processing systems shall be effective without signature. (5) Statements in documents that conform with Subsections 1 to 4 shall in an individual case be legally binding on the Bank irrespective of compliance with other provisions of the present Statutes or business directives. (6) If required, the power to sign shall be certified for members of the Board of Management by the Chairman of the Supervisory Board, otherwise by the Board of Management. (7) If a declaration of intent is to be made to the Bank, it shall suffice for it to be made to a member of the Board of Management. 4 Supervisory Board (1) A quorum of the Supervisory Board shall be established if a majority of its members is present. (2) In cases of bias, partiality or conflicts of interest, 2 Subsections 4 and 5 shall apply as appropriate. (3) The honorary and advisory members of the Supervisory Board are to exercise their functions impartially and responsibly with due regard to the interests of the Bank; they shall be obliged to observe secrecy with respect to third parties as regards confidential matters concerning the Bank s business affairs. The obligation of secrecy shall endure beyond tenure. 394 and 395 of the Companies Act (Aktiengesetz) apply accordingly. In the event that honorary members infringe their obligations, they may be dismissed by the federal state government. They should also be dismissed if they embody permanent conflicts of interest in their individual persons.

8 08 (4) The members and deputy members of the Supervisory Board who are present at a meeting shall have their expenses reimbursed and receive an attendance fee. In addition, the Supervisory Board shall receive appropriate remuneration; further details shall be decided by the guarantor pursuant to 5 Subsection 1 of the L-Bank Act, represented by the Ministry responsible for investment management, on the proposal of the Supervisory Board. In the event that an honorary member of the Supervisory Board sustains an accident while on duty, he shall have the same rights as an honorary civil servant. (5) Meetings of the Supervisory Board shall be convened by its Chairman or on his behalf by the Board of Management as necessary, and in any case at least every half year. The Chairman must convene a meeting of the Supervisory Board without delay if at least one member of the Supervisory Board or the Board of Management submits a written request to this effect, stating an item of business that is to be discussed. (6) The members of the Board of Management shall take part in the meetings of the Supervisory Board in an advisory capacity. 2 Subsections 4 and 5 shall apply accordingly. (7) The guarantor pursuant to 5 Subsection 1 of the L-Bank Act, represented by the Ministry responsible for investment management, shall decide on the approval of the conduct of business by the Supervisory Board. 5 Equity Investments A resolution of the Supervisory Board according to 10 Subsection 2 Sentence 1 n 5 of the L-Bank Act is required in case of: 1. the acquisition and sale of direct equity holdings in enterprises where the value of the investment being acquired or sold exceeds the amount of 2 million euros. For amounts up to 15 million euros, the Supervisory Board can assign its decision-making authority in this respect to a committee established by the Supervisory Board.

9 09 2. the acquisition and sale of equity investments by enterprises in which the Bank directly or indirectly holds a majority interest in the meaning of 16 of the Companies Act (Aktiengesetz) where the value of the investment being acquired or sold exceeds the amount stipulated in the relevant rules of procedure for the Board of Management. 6 Advisory Board (1) An Advisory Board shall be established at the Bank. (2) The purpose of the Advisory Board shall be to foster the exchange of know-how between the Bank, the business sector and public administration, to advise the Board of Management and the Supervisory Board on general issues affecting the Bank, and to support the Bank in the prosecution of its interests. (3) The members of the Advisory Board, its Chairman and his deputy shall be appointed by the Board of Management of the Bank in consultation with the Ministry responsible for investment management for a period of three years each. They shall be eligible for reappointment. (4) The members of the Advisory Board, the Chairman and his deputy retire from the Board before the end of their period of office if their professional or other activity which was the basis for their appointment ends, or when they turn 70 years of age. In the case of an appointment to the Advisory Board during the course of a period of office, the term of office ends with the period of office of the other members of the Advisory Board. (5) The members of the Advisory Board, its Chairman and his deputy shall hold office in an honorary capacity. They shall have their expenses reimbursed and receive an attendance fee and appropriate remuneration. Further details shall be decided by the Supervisory Board. 4 Subsection 4 Sentence 4 shall apply accordingly.

10 10 (6) The Board of Management shall issue rules of procedure for the Advisory Board. 7 Business Plan and Financial Statements (1) The Bank s business year shall be the calendar year. (2) The Board of Management shall establish an annual business plan, including an establishment plan, which shall be presented to the Supervisory Board for approval no later than the end of the third month of the business year. No special approval under budgetary regulations is required. (3) The obligation to prepare, audit and publish the financial statements, management report, consolidated financial statements and consolidated management report shall be governed by the applicable statutory provisions. (4) The Board of Management shall present the financial statements and the management report, the consolidated financial statements and the consolidated management report, the audit report and the proposal for the distribution of the net profit for the year to the Supervisory Board and the supervisory authority without delay on receipt of the audit report pursuant to 12 Subsection 1 of the L-Bank Act. (5) The Supervisory Board shall adopt the financial statements without delay and pass resolutions concerning the distribution of the net profit for the year as well as the approval of the conduct of business by the Board of Management. At least half of the net profit for the year shall be transferred to reserves. (6) The Bank shall prepare an Annual Report.

11 11 8 Seal (1) The Bank shall bear a seal depicting the lesser coat of arms of the federal state with the enclosing inscription Landeskreditbank Baden-Württemberg Förderbank. (2) Documents issued by the Board of Management, or employees with the authority to represent it, and bearing the seal shall be deemed to be documents of a public authority. 9 Trustee Status The Bank s investment products shall have the status of trustee investments made by a guardian pursuant to the provisions of the German Civil Code (Bürgerliches Gesetzbuch). 10 Effective Date The present Statutes shall take effect on the day that follows their promulgation.

12 Published by: L-Bank Schlossplatz 10 T Karlsruhe F Börsenplatz 1 T Stuttgart F Germany