1. Name and location
1.1 The association’s name is Finance Denmark.
1.2 The association’s location is in the Municipality of Copenhagen.
2.1 Finance Denmark is committed in all respects to the best possible conditions for the financial sector as a whole, particularly for Danish mortgage institutions and to safeguard members' common interests against the Danish government, parliament and public authorities, as well as national and international organisations, including participation in EU cooperation. Finance Denmark also safeguards members' interests in the form of education, information and advice in all areas of importance for members' activities, as well as in general by engaging with issues related to personal finances and the national economy in order actively influence developments in Danish society.
2.2 Finance Denmark's overall objectives and activities are described in more detail in the Policy Agenda for Finance Denmark, which is publicly available on Finance Denmark's website. The policy agenda may be amended by majority just like amendments to charter articles.
2.3 To promote members' interests, Finance Denmark’s board of directions may accede to one or more cooperation agreements with the Association of Danish Mortgage Banks. If such agreements are concluded, subsequent significant changes to or termination of the agreements require the approval of a majority at the AGM.
3.1 Any Danish mortgage institution or Danish financial holding company to a Danish credit institution may be admitted as a member of Finance Denmark. The same applies to current subsidiaries and branches of foreign credit institutions. In addition, as a member, Danish financial holding companies may be included with the effect that credit institutions owned by the holding company are included in the membership. Upon admission, a registration fee is payable.
3.2 Questions regarding enrolment as a member are handled by the board of directors. Decisions made by the board of directors may be submitted by the applicant for admission, as well as by any member, to the next annual general meeting for final decision. The board may grant such an application a delaying effect.
3.3 The board of directors may decide to include other financial companies as associate members without voting rights. The board of directors decides on the membership fee payment and other terms
4.1 Exclusion of a member may occur in the following cases:
a) If a member fails to comply with the agreements mentioned in Section 8.5.
b) If a member does not pay the required membership fee.
c) If a member acts grossly unfairly or is disloyal towards Finance Denmark.
4.2. Decisions concerning the exclusion of a member may be taken by the AGM if at least 3/4 of the votes cast at the meeting adhere to the decision to exclude, or by the board, if the decision is unanimous (the board member for the member who is up for exclusion is disqualified from voting). The excluded member may request that the question and decision of exclusion by the board of directors be brought before the next AGM for final decision. Such a request, which has a delaying effect, must be submitted to the board in writing no later than 14 days after the board's handling of a proposal for exclusion has been notified to the members. Decisions on exclusion require that at least 3/4 of the votes cast at the general meeting adhere to the board's decision to exclude.
5. Members’ liability and right to association assets
5.1 Members are not held liable for Finance Denmark’s obligations.
5.2 Members are not entitled to Finance Denmark’s assets upon withdrawal.
6. Annual General meeting
6.1 The annual general meeting (AGM) has the supreme authority in all Finance affairs.
6.2 The ordinary AGM is held annually in November or December. Time and place are determined by the board. The AGM is convened by written request to all members. With at least 4 weeks’ notice. The invitation must contain the agenda.
6.3 The agenda must contain the following:
1) Election of the chairperson
2) The chairman's report on main activities and financial affairs 3) Processing received proposals
4) Election of board members and personal substitutes
5) Election of chairman and 2 vice-chairmen
6) Election of auditors
7) Any other matters as required
6.4 Those entitled to admission to the AGM are only members of the executive board (for branches of foreign credit institutions, this concerns branch managers and branch management registered by the Danish Business Authority) and members of the board of directors of parent companies. If all people who are entitled to admission for a member are absent, the member may be represented by a proxy.
6.5. Motions for decisions requested by the members at the AGM shall be received by Finance Denmark by no later than 30 September prior to the AGM.
6.6 Extraordinary general meetings shall be held when the board considers it appropriate or at the request of at least four board members. Extraordinary general meetings may also be required to be convened when a written request is made by members representing at least 1/10 of the votes of all members calculated by the most recently held AGM. The request must be submitted to the board and contain motivated proposals for decisions. Notice for the extraordinary general meetings along with an indication of the agenda shall be given within four weeks of receipt of the request. The notice must be at least 14 days prior and no more than four weeks prior.
6.7 The votes of a member shall be calculated proportionally on the basis of the amount of the most recently passed membership fee. Each member has one vote for each commenced minimum fee.
6.8 A member may vote at the AGM by a written power of attorney given to the board or another member.
6.9 Decisions are taken by ordinary voting, unless otherwise provided for in the charter. In the event of a tie, the proposal lapses.
6.10 If a member merges or in another way takes over another members credit institution since the last ordinary AGM, then the continuing member is assigned the terminating member’s votes.
6.11 In connection with the AGM, Finance Denmark holds an annual conference convened at the same time as the AGM. Those entitled to entrance to the annual meeting are the same as for the general meeting, cf. 6.4 above, invited guests, representatives of the press as well as members of staff in each case, in agreement with Finance Denmark. The annual meeting is chaired by the chairman who, at the meeting, submits his oral report on Finance Denmark's work in the past year and on issues of current interest to Danish credit institutions and the financial sector.
7. Election of the board of directors
7.1 The board of directors consists of 10 members elected by and among the credit institutions represented at the AGM.
7.2 The AGM elects a chairman and two vice-chairmen from among the elected members of the board, cf. Section 6.3 The AGM elects which of the two vice-chairmen shall be 1st vice-chairman and 2nd vice-chairman, respectively. Those who form part of the chairmanship all have access to preliminary meetings for board meetings. In the absence of the chairman, the 1st vice-chairman will act as chairman in his place, and in the absence of the 1st vice-chairman, the 2nd vice-chairman will act as 1st vice-chairman in his place.
7.3 The members of the board and their personal substitutes are elected for one year at a time. The notice of the AGM shall specify the directors and alternate members that are proposed for reelection and the new candidates that have been put forward. Proposals for election of board members and personal substitutes must be notified to Finance Denmark by no later than 30 September prior to the AGM. Any proposal for re-election or re-election of a member of the board must be attached to a proposal for a personal substitute for the person concerned.
7.4 No member, including group members, may be represented by more than one board member.
7.5 Only members of the board of directors (for branches of foreign credit institutions, a branch manager and branch management registered by the Danish Business Authority) and members of the board of members of the parent company may be elected as board members or alternate members.
7.6 If a notified candidate no longer fulfills the condition in Section 7.6, the proposer may present another candidate, but not later than the day before the AGM.
7.7 At the AGM, if more candidates are appointed than there are vacant seats on the board, the election shall be made in accordance with the provisions concerning voting rules stated in Section 6. In addition, the votes of individual members or group members cannot be divided among several candidates. The candidates who receive the most votes are elected (by simple relative majority voting). In the event of a tie between several candidates, the decision will be taken by drawing lots, if the election of these candidates will lead to more elections than the number of candidates to be elected.
7.8 Personal substitutes are considered elected to the extent that the board candidates, for whom they are appointed alternates for, are elected.
8. Tasks of the board of directors
8.1 The board of directors is responsible for the overall management of Finance Denmark and ensures the proper organisation of Finance Denmark's operations. The board of directors organises Finance Denmark's work and deals with cases submitted to it, just as the board of directors may itself submit cases for handling by the association.
8.2 Board meetings are convened as often as the chairman deems necessary or when at least four members of the board or a deputy chairman request it.
8.3 The board of directors is legally competent to transact business when more than half of the board members are present. Each member of the board has one vote. Decisions are taken by simple majority voting, unless otherwise provided in this charter. In the event of a tie, the vote of the chairman or the acting chairman shall break the tie.
8.4 The board of directors shall make the final decision in all cases, unless otherwise provided in this charter.
8.5 The board of directors can enter legally binding agreements with Danmarks Nationalbank (the Central Bank of Denmark) or other authorities regarding monetary and credit policy matters with binding effect. Other agreements entered into by the board of directors will only be binding for the members once they have acceded to them.
8.6 The board may, as necessary, set up advisory committees with the task of making recommendations to the board or otherwise participating in the preparation of the board's decisions. The board may decide to set up committees with an independence that deviates from this.
9. Lengthy or prolonged absence
9.1 In the event of a permanent or prolonged term of absence of a member of the board, the personal substitute will take their place.
9.2 In case of permanent or prolonged absence concerning a board member’s personal substitute, the board can co-opt a member.
9.3 If two members, both of whom have been represented on the board, merge or otherwise are in some way aggregated, the continuing member shall notify Finance Denmark, which of the board members and substitutes will continue until the next board of directors.
10. Underwriting and proxy
10.1 Finance Denmark is bound by the signature of the chairman or vice-chairman in agreement with the managing director. However, for the purchase, sale or pledging of real estate, Finance Denmark is underwritten by the entire board.
10.2 The board of directors may issue special powers of attorney.
11. Remuneration conditions
11.1 The members of the board are unpaid, but receive cover for expenses associated with the performance of their duties in accordance with rules laid down by the board.
12. Executive board
12.1 The day-to-day management, including administration and management of Finance Denmark's affairs, is governed by an executive board appointed by the board, which also determines the terms and conditions of employment of the executive board.
12.2 Unless otherwise decided by the board of directors, administrative matters, including staff matters, fall within the remit of the executive board. Similarly, in these matters the executive board speaks on behalf of Finance Denmark.
13. Enrolment and membership fees
13.1 The board of directors determines the size of the enrolment fee and the membership fee, including one or more minimum subscriptions for groups of members.
13.2 The size of the membership fee is calculated according to the board's detailed determination based on consolidated risk-weighted assets for groups that have more than one credit institution authorization and for other members based on the credit institution's risk-weighted assets. For branches of foreign credit institutions, the fee is determined on the basis of risk-weighted assets attributable to the Danish branch. The fee for each member (group, credit institution, branch) cannot exceed 30 percent of total fees.
13.3 The board determines the fee basis for members for which there is no statutory basis for the calculation.
13.4 In the event of a merger or other acquisition of a member's credit institution as a whole, the continuing member undertakes the withdrawn member’s fee liability to Finance Denmark until the end of the financial year, where after the merger will be finally adopted.
13.5 Upon termination of membership during a financial year pursuant to Paragraph 15.1.2, no refund of the fee for the remainder of the financial year shall be given.
13.6 If a membership is cancelled another member takes over parts of the withdrawn member's credit institution, the board determines to what extent this influences the fee payment based on the above principles.
14. Accounts and auditing
14.1 Finance Denmark's financial year is the calendar year.
14.2 Finance Denmark's accounts shall be audited by one or two auditors elected by the AGM.
14.3 Finance Denmark's accounts are approved by the board of directors.
15.1 Resigning from Finance Denmark may take place with at least 12 months' written notice. However, membership is deemed to be terminated with immediate effect if a member ceases to conduct credit institution business.
16. Charter amendments and the dissolution of Finance Denmark
16.1 These charter articles may be amended by an AGM in accordance with proposals submitted in the agenda if at least 3/4 of the votes cast are in favour of the proposal. However, the last sentence of Paragraph 13.2 may be amended if at least 2/3 of the votes cast are in favour the proposal.
16.2 Decisions on Finance Denmark's dissolution may be adopted at an AGM convened for this purpose, if at least 3/4 of the votes cast are in favour of the proposal.
16.3 If Finance Denmark is dissolved, the AGM decides on the use of Finance Denmark’s assets.
Thus adopted at the AGM of Finance Denmark on 3 December 2018.