Executive Order on Articles of Association for ATP (Arbejdsmarkedets Tillægspension)

Transcription

1 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) shall be laid down by the Minister for Employment pursuant to section 20(2) of the Arbejdsmarkedets Tillægspension Act, cf. Consolidating Act no. 887 of 24 August 2004: Name, objective and registered office 1.-(1) The name of the institution shall be ATP (Arbejdsmarkedets Tillægspension). The institution also uses the name ATP. 2.-(1) ATP (Arbejdsmarkedets Tillægspension) is an independent institution, established by Act no. 46 of 7 March 1964 on Arbejdsmarkedets Tillægspension, with the objective of paying employees etc. supplementary pensions in accordance with the Act, and in this context receive contributions, manage the assets through investments in securities and certain shareholdings as well as related financial instruments, build, own and manage real property, own shares in ATP s subsidiary undertakings and manage other businesses in accordance with the Arbejdsmarkedets Tillægspension Act, including SP (Special Pension Savings Scheme) and related tasks of less important nature. (2) Moreover, ATP (Arbejdsmarkedets Tillægspension) may carry out tasks imposed on ATP (Arbejdsmarkedets Tillægspension) pursuant to legislation. 3. The registered office of ATP (Arbejdsmarkedets Tillægspension) shall be Hillerød Municipality, and the jurisdiction shall be Hillerød. Management 4.-(1) ATP (Arbejdsmarkedets Tillægspension) shall be managed by a committee of representatives, a board and a chief executive officer. (2) The committee of representatives and the board should, as far as possible, have a balanced composition of men and women. The committee of representatives 5.-(1) The committee of representatives shall consist of 15 employers' representatives and 15 employees' representatives as well as a chairman. (2) The employers representatives and the employees representatives shall be appointed in accordance with the regulations in the Arbejdsmarkedets Tillægspension Act. (3) The committee of representatives shall appoint its own chairman who may not be linked to any employer or employee organisation.

2 (4) Members of the committee of representatives shall be appointed for a three-year period. If an appointment takes place within the three-year period, such appointment shall only apply until expiry of said period. Members may be re-appointed. 6.-(1) The committee of representatives shall be presented with the annual report for approval and shall process the cases presented by the board or at least four members of the board. (2) The committee of representatives shall hold a meeting at least once a year and when the board, at least four members of the board, or ten members of the committee of representatives so request. (3) The committee of representatives shall have a quorum when at least eight employees' representatives and at least eight employers representatives are present at meetings of the committee of representatives. The board 7.-(1) The board shall consist of the chairman of the committee of representatives as chairman and 12 other members who shall be elected among the members of the committee of representatives and who shall be appointed in accordance with the regulations of the Arbejdsmarkedets Tillægspension Act. (2) Members of the board shall be appointed for a three-year period. If an appointment takes place within the three-year period, such appointment shall only apply until expiry of the current function period of the committee of representatives. Members may be re-appointed. (3) The board shall establish its own rules of procedure as well as the rules of procedure for the committee of representatives, the executive committee and the management group. (4) The board shall determine the remuneration for the committee of representatives and for the work by the members of the board, including for participation in meetings of the committee of representatives and of the board. (5) The board shall hold a meeting each quarter and when requested by a member, the chief executive officer, the auditors, the chief internal auditor or the responsible actuary. (6) The board shall have a quorum when at least four employees' representatives and at least four employers representatives are present at the board meetings. (7) The board shall manage administration of ATP (Arbejdsmarkedets Tillægspension) in accordance with the regulations in the Arbejdsmarkedets Tillægspension Act and the notified pension and technical provisions. (8) The board shall administer the funds of ATP (Arbejdsmarkedets Tillægspension) in accordance with the regulations in the Arbejdsmarkedets Tillægspension Act. In connection with placement of funds in shares, the board shall ensure that the necessary coordination takes place with similar placement of the funds of the Labour Market Occupational Diseases Fund, cf. the Industrial Injury Insurance Act. (9) The board shall lay down more detailed regulations for transactions carried out between ATP (Arbejdsmarkedets Tillægspension) and undertakings directly or indirectly associated with ATP (Arbejdsmarkedets Tillægspension) as subsidiary undertakings or associates and institutions.

3 (10) The board shall engage the chief executive officer, other managing staff, the responsible actuary and the chief internal auditor and shall lay down guidelines for their work, including for the placement of funds. (11) The board shall approve the pension and technical provisions for ATP (Arbejdsmarkedets Tillægspension), adopt a bonus policy and decide on addition of bonuses. (12) General directions and guidelines issued to members and their employers shall be approved by the board. (13) The board shall lay down guidelines for placement of the funds belonging to SP (Special Pension Savings Scheme) which are separated from the other assets of ATP (Arbejdsmarkedets Tillægspension) as well as for the management and presentation of financial statements of SP (Special Pension Savings Scheme). (14) A minute book shall be kept of the discussions and be signed by the members at the following meeting. The executive committee 8.-(1) The board shall set up an executive committee of three members. The executive committee shall consist of the chairman of the board who shall also be the chairman of the executive committee, and two members of the board appointed by the employers representatives and employees representatives in the board. (2) The objective of the executive committee is to make decisions following authorisation from the board as well as to prepare and implement decisions by the board. (3) Decisions by the executive committee shall be approved by the employees' representative as well as employers representative in the executive committee. In the event of disagreement it is possible to demand that a matter be brought before the board. (4) The executive committee shall meet on a monthly basis and when requested by a member of the executive committee or by the chief executive officer of ATP (Arbejdsmarkedets Tillægspension). The chief executive officer 9.-(1) The chief executive officer shall be responsible for the daily management of ATP (Arbejdsmarkedets Tillægspension) and shall be responsible to the board. (2) The chief executive officer shall manage ATP (Arbejdsmarkedets Tillægspension) soundly and in accordance with the Arbejdsmarkedets Tillægspension Act, these articles of association, the rules of procedure and the guidelines that the chief executive officer receives from the board. Transactions which, in terms of the nature of ATP (Arbejdsmarkedets Tillægspension) are of unusual character or size shall be presented by the chief executive officer to the board or the executive committee pursuant to the decisions by the board. (3) As part of the daily management, the board may allow the chief executive officer to sell administrative services of ATP (Arbejdsmarkedets Tillægspension) to subsidiary undertakings which have been established

4 pursuant to regulations in the Arbejdsmarkedets Tillægspension Act. The sale shall be in accordance with similar regulations for revenue-funded activities in government institutions under the Finance Act. For accounting purposes, such activities shall be separate from the other financial statements of ATP (Arbejdsmarkedets Tillægspension). (4) Furthermore, the board may allow the chief executive officer to sell services to subsidiary undertakings which have as their objects to carry out financial activities covered by the Financial Business Act, except for banking, mortgage-credit and insurance activities, and which have been established according to the regulations in the Arbejdsmarkedets Tillægspension Act. The services shall be delivered pursuant to the usual terms of business of ATP (Arbejdsmarkedets Tillægspension) and on market terms. Power to bind 10.-(1) ATP (Arbejdsmarkedets Tillægspension) shall be bound by the entire board; jointly by two members of the board, one from the employers representatives and one from the employees representatives; or jointly by the chairman of the board and the chief executive officer. (2) The board may decide that other persons among the managing staff of ATP (Arbejdsmarkedets Tillægspension) may, through power of attorney, have the authority to bind ATP (Arbejdsmarkedets Tillægspension) together with either the chairman of the board or the chief executive officer. (3) Moreover, the board may decide that the chief executive officer together with one of the persons mentioned in subsection (2) may allow transactions of minor importance and which are customary and necessary for the daily management of ATP (Arbejdsmarkedets Tillægspension) to be carried out by the managing staff in ATP (Arbejdsmarkedets Tillægspension) under whose area of responsibility the relevant transaction belongs. Audit and financial statements 11. The Danish FSA shall lay down regulations for preparing the annual report. 12. The Danish FSA shall lay down regulations regarding performance of the audit. 13.-(1) The annual report of ATP (Arbejdsmarkedets Tillægspension) shall be audited by at least one auditor who is a state-authorised public accountant. The committee of representatives shall appoint the auditor, but may cancel such appointment at any time. (2) The auditor of ATP (Arbejdsmarkedets Tillægspension) shall also function as the auditor of the undertaking s subsidiary undertakings, however not in subsidiary undertakings which are not domiciled in Denmark. (3) The board may decide to establish an internal audit function. (4) During the audit, which shall be carried out with careful consideration for actual assets and obligations, access shall be granted to inspect the books of account of ATP (Arbejdsmarkedets Tillægspension) as well as to inspect cash funds and holdings, and the board and the chief executive officer shall provide any information necessary to verify the correctness of the financial statements.

5 (5) Each time an audit has been carried out, a report of this shall be registered in the audit book. The audit book shall be presented at the next meeting of the board, and all members of the board shall confirm that they have been informed about the content by signing the audit book. 14.-(1) The financial year shall be the calendar year. (2) After expiry of the financial year, an annual report shall be prepared on the activities of ATP (Arbejdsmarkedets Tillægspension) which, after approval by the board, shall be submitted to the Minister for Employment and the Danish FSA and presented to the committee of representatives for approval. Supervision 15.-(1) The Danish FSA shall supervise placement of funds by ATP (Arbejdsmarkedets Tillægspension) according to the regulations in the Arbejdsmarkedets Tillægspension Act, and supervise compliance with the requirements for pension and technical provisions in the Arbejdsmarkedets Tillægspension Act. The Danish FSA shall be entitled to demand any information the Danish FSA deems necessary in this respect from the board of ATP (Arbejdsmarkedets Tillægspension). (2) The Danish FSA shall submit an annual report on supervision to the Minister for Employment and inform ATP (Arbejdsmarkedets Tillægspension) about the content of the report. Entry into force 16. This Executive Order shall enter into force on 1 July The Danish Ministry of Employment, 13 June 2005 Claus Hjort Frederiksen /E. Edelberg