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Regulations

12 June 2014

Article 1 Name and Registered Office

Article 2 Objects

Article 3 Membership

Article 4 Exclusion

Article 5 Members’ Liability and Right to the Capital Assets of the Danish Bankers Association

Article 6 General Meeting

Article 7 Election of Members of the Executive Board

Article 8 Tasks of the Executive Board

Article 9 Vacancy

§ 10 Power to Bind the Danish Bankers
Association and Power of Attorney

Article 11 Remuneration

Article 12 Board of Management

Article 13 Admission Fee and Membership Fee

Article 14 Accounts and Auditing

Article 15 Retirement

Article 16 Amendments to the Rules and
Dissolution of the Danish Bankers
Association
 

Article 1 Name and Registered Office

(1) The name of the Association is Danish Bankers Association.

(2) The registered office of the Danish Bankers Association is in the City of Copenhagen. 

Article 2 Objects

(1)
The objects of the Danish Bankers Association shall be in every respect to work for sound conditions for Danish credit institutions and the financial sector as a whole and to protect the common interests of the members vis-à-vis the Danish Government, the Folketing (Parliament) and public authorities, as well as national and international organisations, including participation in the cooperation of banks within the EU. In this connection the Danish Bankers Association should contribute to encouraging free competition and a continued liberalisation of the financial sector, nationally as well as internationally.

(2)
The Danish Bankers Association shall furthermore protect the members’ interests through education and training, information and guidance in all areas of importance to the members’ activities, and through involvement in general questions of a financial and economic nature and, thus, exert influence on developments in society.

Article 3 Membership

(1)
Any Danish credit institution may be admitted as a member of the Danish Bankers Association. The same applies to subsidiaries and branches of foreign credit institutions based in Denmark. Danish financial holding companies may also be admitted as members with the effect that banks, savings banks and cooperative banks owned by the holding company are covered by the membership. A fee shall be payable upon admission to the Danish Bankers Association.

(2)
Questions concerning admission as a member shall be settled by the Executive Board. Applicants as well as any member may request that the decision of the Executive Board be submitted to the next ordinary general meeting for final decision. The Executive Board may decide that such request shall have suspensive effect.

(3)
Moreover, the Executive Board may decide to admit other financial institutions as associated members; these members shall not be accorded voting rights. The Executive Board shall determine the membership fee payable by associated members and other terms and conditions applying to such members. 

Article 4 Exclusion

(1)
A member may be excluded in the following
instances:
a) If a member fails to comply with the
agreements mentioned in Article 8.
b) If a member fails – upon demand - to pay the agreed membership fee..
c)
If a member’s conduct is grossly disloyal to the Danish Bankers Association.

(2)
A decision to exclude a member may be taken by the Executive Board provided that the decision is unanimous. The excluded member may request that the question and decision concerning exclusion be submitted to the next ordinary general meeting for final decision. Such request, which shall have suspensive effect, shall be forwarded in writing to the Executive Board not later than fourteen days after members have been notified of the Executive Board’s consideration of a proposal for exclusion. A decision to exclude a member shall require that at least ¾ of the votes cast are in favour of exclusion. 

Article 5 Members’ Liability and Right to the Capital Assets of the Danish Bankers Association

(1)
The members shall not be liable for the obligations of the Danish Bankers Association.

(2)
On retirement, the members shall have no claim on the Danish Bankers Association’s capital assets..

Article 6 General Meeting

(1)
The general meeting shall be the highest authority in all the affairs of the Danish Bankers Association.

(2)  The ordinary general meeting shall be held each year in November or December at such time and place as the Executive Board shall decide. The general meeting shall be convened by letter to all members. The notice shall be at least four weeks. The notice convening the meeting shall set out the agenda.

(3) The agenda shall include the following items:
1) Election of chairman of the meeting.
2) The Chairman’s report.
3) Submission of the annual accounts.
4) Any proposals.
5) 
Election of members of the Executive Board and personal alternate members.
6) Election of Chairman and Vice-Chairman.
7) Appointment of auditors.
8) Any other business.
(4)  Only members of the Boards of Management of Association members (for branches of foreign credit institutions a branch manager registered with the Danish Commerce and Companies Agency) and members of the Boards of Management of parent companies of Association members shall be entitled to admission to the general meeting. If an Association member finds that all persons entitled to admission on behalf of the Association member in question are prevented from attending, such member may choose to be represented by a deputy for the Board of Management.

(5) The Danish Bankers Association must receive any proposals that members wish to put forward at the ordinary general meeting by 30 September, prior to the general meeting, at the latest.

(6) Extraordinary general meetings shall be held when deemed expedient by the Executive Board, or at the request of at least four members of the Executive Board. Furthermore, an extraordinary general meeting shall be convened at the written request of members representing at least 1/10 of the votes of all members, calculated at the latest ordinary general meeting. This request shall be submitted to the Executive Board and shall contain proposals stating the grounds. The extraordinary general meeting shall be convened, setting out the agenda, within four weeks after receipt of the request. A notice of not less than fourteen days and not more than four weeks shall be given.

(7) A credit institution’s number of votes shall be calculated proportionately on the basis of the membership fee most recently paid. Each member shall have 1 vote for each minimum membership fee or fraction thereof.

(8)  A member may authorise the Executive Board or any other member by written power of attorney to vote at the general meeting on its behalf.

(9)  Decisions shall be made by simple majority vote unless otherwise stated in these Rules. In case of parity of votes, the proposal shall lapse.

(10) If, since the last ordinary general meeting, a member, by the final decision of the respective competent general meeting, has merged with or otherwise taken over another member’s credit institution activities in their entirety, the votes of the retiring member shall fall to the continuing member.

(11) In connection with the general meeting the Danish Bankers Association shall hold its Annual Meeting which shall be convened at the same time as the general meeting. The members who are entitled to attend the general meeting shall also be entitled to attend the Annual Meeting, cf. subarticle (4) above. Invited guests and representatives of the press may attend as well. The Chairman shall preside over the Annual Meeting and shall at the meeting present his oral report on the activities of the Danish Bankers Association in the past year and on matters of current interest to Danish credit institutions and the financial sector. 

Article 7 Election of Members of the Executive Board

(1) The Executive Board shall consist of nine members to be elected by and from among the banks, savings banks and cooperative banks represented at the general meeting. As decided by the Executive Board, two additional members may be elected by and from among the credit institutions represented at the general meeting which are not banks, savings banks or cooperative banks. Personal alternates shall be regarded as elected if the candidates for the Executive Board for whom they stand as alternates are elected.

(2) The general meeting shall elect from among the members of the Executive Board a Chairman and a Vice-Chairman, cf. Article 6 (3).

(3) No member, including allied members, may hold the office of Chairman for more than three consecutive years. In the absence of the Chairman, the Vice-Chairman shall act in his place.

(4)  The members of the Executive Board and their personal alternates shall be appointed or elected for a term of one year at a time. The notice convening the ordinary general meeting shall state which members of the Executive Board and which alternates have been proposed for re-election as well as any new candidates that have been nominated. Information on proposals for election of members of the Executive Board and their personal alternates shall be submitted to the Danish Bankers Association not later than on 30 September prior to the ordinary general meeting. Nominations for a personal alternate for the relevant person shall be attached to each proposal for re-election or new election of a member of the Executive Board.

(5) No member, including allied members, may be represented by more than one member of the Executive Board.

(6) Only members of the Boards of Management of Association members (for branches of foreign credit institutions a branch manager registered with the Danish Commerce and Companies Agency) and members of the Boards of Management of parent companies of Association members shall be eligible for appointment or election as members of the Executive Board or as alternates.

(7)  Should a nominated candidate no longer fulfil the condition in subarticle (6) above, the member making the nomination may nominate another candidate, however not later than the day before the scheduled general meeting.

(8) If more candidates than the number of vacant seats on the Executive Board have been nominated for election to the Executive Board at the general meeting, the election shall take place according to the voting rules stated in Article 6. Moreover, the votes of the individual member or allied members shall not be distributed among several candidates. The candidates obtaining the most votes are elected (simple relative majority vote). In case of parity of votes among several candidates, the decision shall be made by drawing of lots if the election of these candidates would entail the election of more candidates than the number to be elected.

(9) If the Executive Board has decided that also members of the credit institutions represented at the general meeting which are not banks, savings banks or cooperative banks are to be elected, subarticle (8), 2nd clause, shall not prevent credit institutions which are not banks, savings banks or cooperative banks, but allied with one of these, from voting for the election of such members. 

Article 8 Tasks of the Executive Board

(1) The Executive Board shall be in charge of the overall management of the Danish Bankers Association and shall ensure that the activities of the Danish Bankers Association are properly organised. The Executive Board shall organise the Danish Bankers Association’s activities and consider all matters submitted to it. The Board may also take up matters for consideration on its own initiative.

(2) Board meetings shall be convened whenever deemed necessary by the Chairman, or when requested by at least four members of the Executive Board or the Vice-Chairman.

(3) The Executive Board shall form a quorum when more than half of its members are present. Each Board member shall have one vote. Decisions shall be made by simple majority vote unless otherwise stated in these Rules. In case of parity of votes, the Chairman or the acting Chairman shall have the casting vote.

(4) The Executive Board shall make the final decision in all matters unless otherwise stated in these Rules.

(5) The Executive Board shall be empowered, with binding effect on the members, to enter into agreements with Danmarks Nationalbank (the Danish central bank) or other authorities concerning monetary or credit-policy matters. Other agreements entered into by the Executive Board shall be binding on the members only when they have accepted these.

(6) The Executive Board may, as required, set up advisory committees with the assignment to submit recommendations to the Board or otherwise participating in the preparation of the Board’s decisions. The Executive Board may decide to set up committees with a different remit.

Article 9 Vacancy

(1) In the event of a vacancy on the Executive Board, the personal alternate of the relevant member of the Executive Board shall become a member of the Board.

(2)  In the event of a vacancy of an alternate of a Board member, the Executive Board may elect another member itself.

(3) Should the vacancy be due to merger or otherwise of two members, who have both been represented on the Executive Board, the continuing member shall notify the Danish Bankers Association of which member of the Executive Board shall continue until the next election for the Executive Board. If the alternate elected for the continuing member represents the merging members, the continuing member shall also notify the Danish Bankers Association of whether the retiring member of the Executive Board or the elected alternate for the continuing member of the Executive Board shall act as alternate for the remaining election period. 

Article 10 Power to Bind the Danish Bankers
Association and Power of Attorney

(1)  The Danish Bankers Association shall be bound by the joint signatures of the Chairman or the Vice-Chairman and the Managing Director. On purchase, sale or mortgaging of real property the Danish Bankers Association shall, however, be bound by the joint signatures of the entire Executive Board.

(2)  The Executive Board may grant special powers of attorney.

Article 11 Remuneration

(1)  Members of the Executive Board shall not receive any remuneration, but shall be reimbursed for expenses incurred in connection with the performance of their task in accordance with rules laid down by the Executive Board.

Article 12 Board of Management

(1) A Managing Director shall be in charge of the day-to-day management, including the administration and handling of the affairs of the Danish Bankers Association. The salary and terms of employment of the Managing Director shall be fixed by the Executive Board.

(2)  Unless otherwise decided by the Executive Board, administrative matters, including matters relating to staff, shall be the responsibility of the Managing Director. Similarly, it shall be the Managing Director who shall speak on behalf of the Danish Bankers Association. 

Article 13 Admission Fee and Membership Fee

(1) The Executive Board shall fix the admission fee and the membership fee, including one or more minimum membership fees for groups of members.

(2)  The membership fee shall be calculated on the basis of the capital requirements of the law applying to the individual banks, savings banks and cooperative banks, as stated in the latest audited annual accounts. As far as holding companies are concerned, the membership fee shall be calculated on the basis of the total of the capital requirements applying to the banks, savings banks and cooperative banks owned by the holding company, cf. above, a separate fee thus not being calculated for the banks concerned. One member cannot pay more than one third of the total membership fee. The membership fee shall be payable as decided by the Executive Board.

(3) Credit institutions which are not banks, savings banks or cooperative banks shall pay for the share of the Danish Bankers Association’s protection of interests which directly relates to the promotion of their activities as well as a pro rata share of the Danish Bankers Association’s overheads. The sharing key among these institutions shall be calculated on the basis of the volume of outstanding bonds.

(4) The Executive Board shall fix the basis of membership fees for members who do not have a basis for calculation according to the Rules.

(5) In the event of merger or other take-over of a member’s credit institution activities in their entirety, the continuing member shall assume the retiring member’s membership fee liability vis-à-vis the Danish Bankers Association until the end of the financial year in which the merger is finally adopted.

(6) If membership ceases during a financial year pursuant to Article 15 (1), 2nd clause, no repayment of membership fee for the remaining part of the financial year shall be made.

(7) If membership ceases and if another member takes over part of the credit institution activities of the retiring member, the Executive Board shall decide the extent to which this shall affect the payment of fees. 

Article 14 Accounts and Auditing

(1) The financial year of the Danish Bankers Association shall be the calendar year.

(2) The accounts of the Danish Bankers Association shall be audited by one or two auditors appointed by the general meeting.

(3) The accounts of the Danish Bankers Association shall be approved by the Executive Board.

Article 15 Retirement

(1) Retirement from the Danish Bankers Association may take place at a written notice of at least six months to expire at the end of the Danish Bankers Association’s financial year. Membership shall, however, be regarded as terminated with immediate effect if a member ceases to carry on credit institution activities.

Article 16 Amendments to the Rules and
Dissolution of the Danish Bankers
Association

(1)  These Rules may be amended by a general meeting in accordance with a proposal submitted on the agenda if at least 3/4 of the votes cast are in favour of the proposal.

(2)  A decision to dissolve the Danish Bankers Association may be adopted at a general meeting convened for this purpose, if at least 3/4 of the votes cast are in favour of the proposal.

(3)  In the event of the dissolution of the Danish Bankers Association, the general meeting shall make a decision as to the application of the Danish Bankers Association’s capital assets.

 

Adopted at the statutory general meeting of the Danish Bankers Association on 3 April 1990. Subsequent amendments have been adopted at the general meetings of the Danish Bankers Association on 2 December 1992, 1 December 1993, 3 December 1997,
1 December 1999, 5 December 2011, 6 December 2006 and 8 December 2008.

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