ARTICLES OF ASSOCIATION of SpareBank 1 SMN (into effect on )

Transcription

1 ARTICLES OF ASSOCIATION of SpareBank 1 SMN (into effect on ) CHAPTER 1 NAME, HEAD OFFICE LOCATION, OBJECTS Article 1-1 Name and registered head office SpareBank 1 SMN was formed by the amalgamation of a number of previously independent savings banks. SpareBank 1 SMN shall have its registered head office in the City of Trondheim and branches in the following municipalities: Aure, Averøy, Eide, Frosta, Fræna, Frøya, Førde, Grong, Hitra, Holtålen, Inderøy, Leksvik, Levanger, Malvik, Melhus, Meråker, Midtre Gauldal, Molde, Namsos, Nærøy, Oppdal, Orkdal, Overhalla, Rauma, Rennebu, Rissa, Røros, Skaun, Snåsa, Steinkjer, Stjørdal, Sunndal, Surnadal, Trondheim, Verdal, Verran, Vestnes, Vikna, Ørland, Åfjord, Ålesund and Årdal. The objects of the bank are to promote saving by accepting deposits from an undefined range of depositors and to manage the funds at its disposal in a secure manner in accordance with the provisions of law governing savings banks at any and all times. The savings bank may conduct all ordinary banking operations and banking services in accordance with legislation and regulations in force at any and all times, and provide investment services within the licences held at any and all times. CHAPTER 2 Article 2-1 CAPITAL Original capital The original capital of the amalgamated savings banks has either been repaid or does not need to be repaid. A complete list is given in previous articles. Neither founders nor other parties are entitled to any return from the business beyond such dividends as may be earned on the bank s equity certificate capital. Article 2-2 Equity certificates The savings bank s issued equity certificate capital is NOK ,- divided into equity certificates of NOK 20 each, fully paid-up. The savings bank s equity certificates shall be registered in the Norwegian Central Securities Depository. All acquisitions of equity certificates shall be notified to the savings bank within one month. Acquirers of equity certificates are entitled to vote once the acquisition has been registered in the Norwegian Central Securities Depository.

2 CHAPTER 3 Article 3-1 SUPERVISORY BOARD Tasks The Supervisory Board of the savings bank shall ensure that the savings bank functions in accordance with its objects and in conformity with legislation, articles of association and decisions of the Supervisory Board. Article 3-2 Composition The Supervisory Board shall have 43 members and 32 alternates. 8 members and 8 alternates shall be elected by South Trøndelag, North Trøndelag and Møre and Romsdal county councils in accordance with article 3-4 below. 8 members and 8 alternates shall be elected by the depositors in accordance with article 3-3 below. 10 members and 6 alternates shall be elected by the employees in accordance with Regulations of 23 December 1977 no relating to employees right of representation on the governing bodies of savings banks and commercial banks. The employees' election must be held before the end of January. 17 members and 10 alternates shall be elected by the holders of equity certificates in accordance with Regulations of 29 June 2009 no. 913 relating to equity certificates in savings banks, loan associations and mutual insurance companies. The election must be held before the end of April. Members of the Supervisory Board shall serve a 4 year term. Alternates elected from among the depositors shall serve for 1 year. Alternates elected by the employees shall serve for 2 years. Alternates elected by the county councils or the holders of equity certificates shall serve for 4 years. At least three quarters of the members of the Supervisory Board shall be persons who are not employed in the bank. Article 3-3 Depositors election to the Supervisory Board Depositors who hold and have held a deposit of at least NOK 500 with the bank for the last 6 months, shall each year elect members and alternates distributed as follows: Members Alternates Election district I: 3 3 Election district II: 3 3 Election district III: Of the members elected by depositors at the first election, at least one quarter shall stand down at each of the next 3 elections after drawing of lots, and thereafter each year those who have served longest. Lots shall be drawn by the Election Committee for the Supervisory Board. Only persons of full age may vote as personal depositors or as proxy for another depositor. No-one may cast more than 2 votes, 1 on the basis of his own deposit and 1 as proxy for another depositor. The depositors' election of members and alternates shall take place on election days in accordance with rules laid down by the Ministry of Finance.

3 Depositors election of members and alternates shall take place on election days in accordance with regulations laid down in pursuance of the Savings Banks Act section 8a, fifth paragraph. The elections shall take place in the following voting districts: Election Includes personal depositors who live in, district I and corporate depositors whose registered Election district II Election district III office is located in, the following areas: Includes personal depositors who live in, and corporate depositors whose registered office is located in, the following areas: Includes personal depositors who live in, and corporate depositors whose registered office is located in, the following areas: The counties of Nord-Trøndelag, Nordland, Troms and Finnmark. Areas not positively included in Election district I or III. The counties of Møre- og Romsdal and Sogn- og Fjordane. Only persons of full age who are entitled to vote under the rules of the first paragraph may be elected by depositors as members of the Supervisory Board and as alternates, see the Savings Banks Act section 8(a). Elections under this article must be held before the end of April. Members who have completed their term of office may be re-elected; see however Chapter 10. Article 3-4 County councils election to the Supervisory Board South Trøndelag, North Trøndelag and Møre and Romsdal county councils shall elect 8 members and 8 alternates every four years distributed as follows: County council Members Alternates South Trøndelag 3 3 North Trøndelag 3 3 Møre and Romsdal 2 2 Article 3-5 Equity certificate holders election to the Supervisory Board The equity certificate holders election of members and alternates to the Supervisory Board shall take place in accordance with Regulations of 29 June 2009 no. 913, section 3-9. Holders of equity certificates who wish to participate in the election pursuant to article 3-2 shall notify the bank accordingly within a given deadline which shall be specified in the notice and shall not expire more than three days before the date of the election. Should an equity certificate holder fail to notify his intention in time, he may be refused permission to participate in the election. Newspaper announcements regarding the equity certificate holders' elections shall be run in Adresseavisen, Trønder Avisa, Aftenposten and Romsdals Budstikke respectively. CHAPTER 4 Article 4-1 CONTROL COMMITTEE Composition and term of office The Supervisory Board shall elect a Control Committee with 3 members and 2 alternates. Members shall serve a 2 year term.

4 One member of the Control Committee shall have the qualifications required of judges under section 54 second paragraph of the Courts of Justice Act (13 August 1915 No. 5). The Supervisory Board shall elect the chairman and vice-chairman of the Control Committee in separate elections for a two-year term. Section 4-2 Tasks The Control Committee shall oversee the savings bank's activity in accordance with the Savings Banks Act section 13 and instructions issued by the Supervisory Board and approved by the Financial Supervisory Authority of Norway (Kredittilsynet). CHAPTER 5 Article 5-1 BOARD OF DIRECTORS AND AUDIT COMMITTEE Board of Directors composition and term of office The Board of Directors comprises 7-10 members in accordance with resolutions of the Supervisory Board with a maximum of 6 alternates. The Supervisory Board shall elect 6-9 members and 2 alternates. The Supervisory Board shall in addition elect 1 member and 1 alternate nominated by the employee-elected members of the Supervisory Board. Efforts should be made to ensure a regional distribution among the members of the Board of Directors. The chairman and vice-chairman shall be elected by the Supervisory Board in separate elections for a 2 year term. All elected members shall serve for 2 years and the alternates for 1 year. Of the elected members at least one half shall stand down at the next election after drawing of lots, and thereafter each year those who have served longest. Lots shall be drawn by the Election Committee. Members and alternates who have completed their term of office may be re-elected, see however Chapter 10. Article 5-2 Board of Directors administrative procedure The chairman shall convene meetings of the Board of Directors as often as the savings bank's activity requires or when a Board member so demands. The Board of Directors shall be quorate when more than half the members are present. Resolutions are valid when at least half the members present vote in favour. In the event of a tied vote, the chairman of the Board or the meeting shall have the deciding vote. The minutes of the Board shall be signed by those present who shall be jointly accountable, unless any of them have recorded their protest in the minutes. Absent members shall acquaint themselves with decisions taken in their absence. Article 5-3 Board of Directors responsibilities and duties The Board of Directors shall manage the activity of the savings bank in conformity with legislation, the articles of association and further regulations issued by the Supervisory Board.

5 The Board of Directors shall be responsible for managing the funds at the disposal of the savings bank in a secure and expedient manner. The Board of Directors shall ensure that the savings bank's activity is satisfactorily organised and has a duty to ensure that bookkeeping and asset management are subject to proper control. The Board of Directors shall ensure that the savings bank has a good internal control system for compliance with the provisions governing its business, including the savings bank s set of values and ethical guidelines The Board of Directors shall draw up lending authorisation rules for the savings bank. These rules shall make it clear to what extent persons other than the Board may grant loans and guarantees and discount commercial paper. The Board of Directors, or the person to whom it delegates such responsibility, shall fix interest rates for deposits and loans, and the further terms and conditions for loans and for reception and disbursement of deposits in accordance with such rules as may be issued by the Financial Supervisory Authority of Norway. The chairman of the Board of Directors, or the chief executive officer, or two other Board members jointly, may represent the savings bank and bind the bank with their signatures. The Board of Directors may grant power of attorney and other special powers. The Board of Directors may authorise specifically designated employees to sign for the company. The Board of Directors may lay down instructions for the day-to-day management of the savings bank. Article 5-4 Audit Committee The bank shall have an Audit Committee which shall be elected by and from among the members of the Board of Directors. The Audit Committee shall be a preparatory and advisory committee to the Board of Directors. The Audit Committee shall in aggregate shall have the competence needed for it to perform the tasks required of it by the savings bank s organisation and activity. At least one member of the Audit Committee shall be independent of the savings bank s activity and have qualifications in the field of accountancy or auditing. Members of the Board of Directors who are senior employees may not be elected as members of the Audit Committee. The Audit Committee shall: (a) prepare the Board of Directors follow-up of the financial reporting process, (b) monitor the systems for internal control and risk management as well as the bank s internal audit if such a function has been established, (c) maintain ongoing contact with the bank s statutory auditor regarding the audit of the annual financial statements, (d) assess and monitor the auditor s independence, cf. Auditors Act, chapter 4, including in particular the extent to which non-audit services delivered by the auditor or audit firm represent a threat to the auditor s or audit firm s independence. Article 5-5 Day-to-day management

6 The chief executive officer shall be responsible for the day-to-day management of the savings bank and shall follow the instructions and the orders issued to him by the Board of Directors. Dayto-day management shall not include decisions in matters which in the light of the bank's circumstances are of an unusual nature or of major significance. The chief executive officer shall ensure that the bank's bookkeeping is in conformity with legislation and regulations and that asset management is conducted in a sound manner. The chief executive officer has the right and the duty to participate in the Board of Directors consideration of matters and has the right to state his opinion, except where otherwise determined by the Board of Directors in the individual case. CHAPTER 6 ELECTION COMMITTEES Article 6-1 Election Committee for the Supervisory Board The Supervisory Board shall elect an Election Committee from among the members of the Supervisory Board. The Election Committee shall consist of 4 members and 4 alternates and have representatives from all groups represented on the Supervisory Board with 1 member and 1 alternate from each group. The representative of the equity certificate holders on the Election Committee must be a member of the Election Committee for the equity certificate holder selections. The election shall be for 2 years at a time. Every year half of the members and alternates shall stand down, the first time by the drawing of lots. Lots shall be drawn by the Election Committee. A committee member who stands down may be re-elected, but not if this would mean a continuous term of office exceeding 6 years. In such case the member may only be re-elected after he or she has been out of the Election Committee for at least 1 year. The Election Committee shall prepare the election of the chair and the vice-chair of the Supervisory Board; the chair, vice-chair and other members and alternates of the Board of Directors; the chair, vice-chair and other members and alternates of the Control Committee; the members and alternates of the Election Committee described in this article. The Board members and alternates to be elected from among the employees shall be nominated solely by the employee representatives on the Election Committee. Article 6-2 Election Committee for the equity certificate holder elections The equity certificate holders shall elect an Election Committee at the the equity certificate holders meeting, which shall have 3 members and 2 alternates. At least 1 of the members and alternates must be a member of the Supervisory Board. The provisions of article 6-1 second paragraph on election periods and terms of office shall have corresponding application. The Election Committee shall prepare the the equity certificate holders' elections of Supervisory Board members and their alternates, and the election of members and alternates of the Election Committee described in this article. Article 6-3 Election Committee for members elected from the depositors Members of the Supervisory Board elected from among the depositors shall elect an Election Committee of 3 members and 2 alternates, with 1 member and 1 alternate from each of the

7 counties of Møre og Romsdal, Nord-Trøndelag and Sør-Trøndelag. The provisions of article 6-1 first paragraph shall have corresponding application. The Election Committee shall prepare the election of members and alternates of the Supervisory Board elected from among the depositors as well as members and alternates to the Election Committee mentioned in this article. CHAPTER 7 ANNUAL REPORT AND ACCOUNTS Article 7-1 The Board of Directors shall ensure that the annual report and accounts (the profit and loss account, the balance sheet and the directors' report) are submitted to the auditor and the Control Committee. The annual report and accounts shall if possible be completed and ready for auditing by the end of February. When the auditor has submitted his report, see the Auditors Act section 5-6, and the Control Committee has made its report with its recommendation as to whether the profit and loss account and balance sheet should be adopted as the bank's financial statements, see the Savings Banks Act section 13 seventh paragraph, the Board of Directors shall send the annual report and accounts, the audit report and the recommendation of the Control Committee to all Supervisory Board members at least 8 days before the meeting of the Supervisory Board to consider the annual accounts. The Supervisory Board shall meet every year, as provided for in the Savings Banks Act section 11 first paragraph (b), to receive the report of the Board of Directors, the audit report and the Control Committee's notification and to adopt the bank's accounts and the annual dividend on any equity certificates. Article 7-2. Dispatch of documents posted on the savings bank s website When documents related to matters to be considered by the Supervisory Board are made available on the company s website, the statutory requirement that the documents shall be sent to the members of the Supervisory Board or to others required by law to receive such documents does not apply. The same is true of documents which pursuant to law are to be included in or enclosed with notice of a meeting of the Supervisory Board. A member of the Supervisory Board or others who are required by law to receive such documents may none the less demand to be sent documents relating to matters to be considered at a meeting of the Supervisory Board. CHAPTER 8 AUDIT Article 8-1 The Supervisory Board shall appoint the auditor and fix his remuneration. If the bank is obliged to have an Audit Committee under the Savings Banks Act section 17c, the Audit Committee s statement on the nomination for auditor shall be submitted to the Supervisory Board before the election. Should the auditor resign, the chairman of the Supervisory Board may, together with the Control Committee, appoint a new auditor to serve until the next meeting of the Supervisory Board, where the final election shall be held.

8 The auditor shall examine the savings bank's annual report and accounts and its handling of its affairs in general in conformity with law, regulations, the Articles of Association and any orders issued by the Supervisory Board. CHAPTER 9 PROFITS Article 9-1 Profit on the bank's operations after deduction of dividend and distribution of gifts shall be added to the savings bank reserves. The Financial Institutions Act section 2b 18 first paragraph applies to the calculation of profit. Gifts may be granted in accordance with the Financial Institutions Act section 2b 18. CHAPTER 10 Article 10-1 PERIOD OF SERVICE. RETIREMENT AGE Period of service for elected officers No elected member or chairman of the Supervisory Board, the Control Committee or the Board of Directors may hold office for a continuous period of more than 12 years or a total period of more than 20 years. A person who is unable to complete his period of service due to the provision of the preceding sentence may not be elected or re-elected to any of the said offices. Article 10-2 Retirement age for employees The retirement age for the chief executive officer and other permanent employees of the bank is 67 years. CHAPTER 11 Section 11-1 SPECIAL RIGHTS OF EQUITY CERTIFICATE HOLDERS Redemption in the event of merger. Transitional provision The Regulations relating to Equity Certificates, section 10, shall apply to equity certificate capital (primary-capital-certificate capital) held by the bank as of 1 July 2009, unless a resolution in favour of a merger is passed by the Supervisory Board with the same majority as that required for amendment of the articles of association and which includes at least two-thirds of the votes cast by, or on behalf of, the equity certificate holders (primary-capital-certificate holders). CHAPTER 12 Article 12-1 AMENDMENT OF ARTICLES Amendment of articles Amendments to these articles may be adopted by the Supervisory Board when a proposal to that effect has been made at an earlier meeting. Such resolution is valid when at least two-thirds of those present and at least half of the total number of Supervisory Board members vote in favour. The resolution may not be implemented until approved by the King. Article 12-2 Entry into force of the articles of association These articles shall enter into force when they have been approved in conformity with the Savings Banks Act section 5, last sentence. From the same time the present articles shall be rescinded; see however the implementation rules laid down by the Ministry of Finance on 2 December 1977, cf.

9 II(1) of Act of 10 June 1977 amending the Savings Banks Act of 24 May *** These Articles of Association were approved by the Supervisory Board on 30 April 1992, with subsequent amendments of 13 January 1994, 21 October 1994, 24 November 1994, 25 April 1995, 21 November 1995, 9 November 1996, 3 July 2000, 20 June 2001, 19 December 2001, 20 June 2002, 20 November 2002, 17 March 2004, 16 March 2005, 31 October 2005, 21 March 2007, 13 March 2008, 26 November 2008, 26 March 2009, 24 November 2009, 9 April 2010 and 25 May 2011,6 March 2012, 13 September 2012, 21 November 2013 and SpareBank 1 SMN Randi Dyrnes Chairman of the Supervisory Board