Read the untranslated law here: http://www.gesetze-im-internet.de/dgbanksa/BJNR211400998.html
Statute DG BANK AG DGBankSa Ausfertigung date: 13.08.1998 full quotation: "statutes DG BANK AG of 13 August 1998 (BGBl. I S. 2114)" footnote (+++ text detection from: 19 8.1998 +++) (text of the Act, see: DGBankUmwG) I. General provisions article 1 1.
The company is: DG BANK Deutsche Cooperative Bank Aktiengesellschaft 2.
The company is headquartered in Frankfurt am Main. It can, where it takes over instead of cooperative banks regional responsibility, make head offices and branch offices and entertain. Here she has independent and independently operating cooperative banks in addition to a market-demanded range of services to ensure the required presence.
Article 2 1.
The Corporation serves as the promotion of the entire cooperative bank. An integral part of its legal support task is to promote cooperative primary school and the cooperative central banks. You contribute to the promotion of the cooperative housing sector. Mergers between cooperative credit institutions, primary school and the joint-stock company are not allowed.
2. joint-stock company operates bank transactions of all kinds and complementary business including the acquisition of shareholdings. She can also indirectly achieve their subject matter.
3. the company operates as central bank liquidity compensation according to article 4 paragraph 7 lit. n the directive (Directive 92/121/EEC of 21 December 1992 on the monitoring and control of large exposures of credit institutions) major credit for the affiliated primary cooperatives and cooperative central banks.
4. in exceptional cases, the joint-stock company for the purpose of promotion of the cooperative system and the cooperative housing sector may differ from the principle of lending bank moderate principles. The co-operative insurance can be considered in assessing the acceptability of the loans properly.
5. with the consent of the annual general meeting, the joint-stock company profit-sharing rights can grant and record silent partner contributions. The approval of the annual general meeting must be given by a majority of three-fourths of the voting represented capital.
II. share capital and shares section 3 1.
The share capital amounts to DM 2.533.920.000,-and is divided into 506.784 piece on the name bearer shares at a par value of 5,000 DM. 2.
The Management Board is authorized by General Assembly decision of 2 December 1997 to increase the capital of up to December 31, 1998, with the consent of the Supervisory Board, by issuing new shares against cash deposit up to a total of DM 300 million at par (authorized capital I). This is a subscription right shareholders to give. The Board is however authorised to take off with the consent of the Supervisory Board of fractional amounts from the subscription right of the shareholders and in this respect also to exclude subscription rights. The Management Board is authorized to set other conditions of the capital increase with the approval of the Supervisory Board.
Article 4 1.
The transfer of registered shares and rights resulting from the registered shares requires the prior consent of the General Assembly with a majority of three-fourths of the voting represented capital.
2. the entitlement of individual share certificates of shares is excluded.
3. the Management Board shall specify the form of share certificates, Zwischenscheinen and dividend coupons and renewal coupons. The same applies to securities issued or by the joint-stock company.
4. entries in the share register are only applicable for the joint-stock company with regard to the exercise of the rights arising from the registered shares and the shareholder's address.
III. organs of the joint-stock company § 5 are the organs of the joint-stock company: a) the Board of Directors, b) Supervisory Board, c) the annual general meeting.
IV. the Board of Directors article 6 1.
The Board of Directors consists of at least three members. The Supervisory Board determines the number of Board members.
2. appointment and dismissal of Management Board members is carried out by the Supervisory Board according to stock corporation law and in accordance with the German co-determination Act. The Supervisory Board appoints a member of the Board of Directors of the joint-stock company as the Chairman of the Board; He may appoint one or more Deputy. He may appoint deputy members of the Board of management.
Article 7 1.
The joint-stock company is represented by two Management Board members or by one Management Board Member together with a Prokurist.
2. the attorneys are appointed by the Board of Directors.
Article 8 1.
The Board manages the Affairs of the Corporation in accordance with the laws, the statutes and the rules of procedure of the Executive Board.
2. the Board of Directors adopt a rules of procedure with the consent of the Supervisory Board.
V. Supervisory Board article 9 1.
The Supervisory Board consists of 20 members. It selects nine members of the general meeting and ten members of the workers in accordance with the provisions of the German co-determination Act. The Federal Association of the German Volksbank and Raiffeisen banks Association has the right to send a member of his Board of Directors to the Supervisory Board.
2. from the annual general meeting, only people can be selected as a member of the Board who have not yet reached age at the time of their choice, the 65th and operate in an institution or in the management of a shareholder. The term ends prematurely with the conclusion of the next annual general meeting, when a member of the Supervisory Board elected by the annual general meeting no longer fulfils the conditions pursuant to sentence 1.
3. the term of office ends with the termination of the annual general meeting deciding on the discharge for the fourth financial year after the start of the term. The fiscal year in which the term begins, is not included. Re-election is permitted.
4. at the same time with the election of the Supervisory Board of shareholders, outgoing Supervisory Board of shareholder replacement members can be selected for in advance. It selects a specific associated each alternate member for each Member of the Board of shareholders. The alternate members are members of the Supervisory Board, if the respective Member of the Board, as they are elected replacement member retires before the end of its term the Supervisory Board. Its position as a replacement member reappears when the annual general meeting for a prematurely divorced and replaced by the alternate member Supervisory Board Member makes a new election. The replacement member's term ends at the latest with the expiration of the term of Aufsichtsratsmitgliedes for which the replacement member of the Supervisory Board is moved up. The election of substitute members for the Supervisory Board of workers depends on the co-determination Act.
5. the Office as an alternate member expires no later than upon expiration of the term of Office of the lost Aufsichtsratsmitgliedes.
6 aims to make the new election for a prematurely divorced member of the Supervisory Board eliminated an advanced after replacement member of the Supervisory Board, the decision on the election of a simple majority is needed.
7. each Supervisory Board Member may resign from Office in compliance with a notice period of 2 months. The resignation must be by written notice to the Board or the Chairman of the Supervisory Board. The right to the resignation for an important reason remains unaffected.
8. the Supervisory Board members elected by the annual general meeting can be dismissed by a decision of the general meeting by a simple majority to.
Article 10 1.
The Supervisory Board is to supervise the Board of Directors.
2. the powers apply to the Supervisory Board in addition after the German co-determination Act.
§ 11 1.
Under the chairmanship of the oldest Aufsichtsratsmitgliedes in the 1st meeting the Supervisory Board elects a Chairman and one or two Deputy after his election for his term from his.
2. the Chairman of the Supervisory Board or one of his deputies resigns during the term, the Supervisory Board has to make a replacement election for the remaining term of the resigning immediately.
3. declarations of intent of the Supervisory Board and its committees are to submit on behalf of the Supervisory Board by the Chairman.
Article 12 1.
The Supervisory Board must be at least four times in a calendar year, it must be convened at least once in the calendar half-year.
2. the meetings of the Supervisory Board are convened by the Board with a notice period of at least ten days in writing by the Chairman of the Supervisory Board or on behalf of the Chairman. In the calculation of the period of the date of dispatch of the invitation and the day of the meeting are not included. In urgent cases, a telegraphic, telex, telecopy or telephone convened with a notice period of at least three days is permitted.
3. with the convening, the items on the agenda shall be communicated. At the same time with the convening all documents should be sent the members of the Supervisory Board which are required for a proper preparation in terms of the pending decisions of the Supervisory Board.
Article 13 1.
Resolutions of the supervisory board usually in meetings. Outside sessions, written, telegraphic, telex, telecopy or telephone voting can be on the order of the Chairman of the Supervisory Board, if no member objects to this procedure within a reasonable period to be determined by the Chairman. Such decisions are determined in writing by the Chairman and circulated to all members. Outside of meetings the provisions apply to votes in sections 2, 5 to 7, according to.
2. the Supervisory Board is quorate if the members under their last given known address are properly invited and at least half of the members, from which he overall has to be, in person or by written vote takes part in the decision-making. A member also participates in the decision-making process, if it contains in the vote.
3 is an agenda item is not properly announced, may be decided on this only if no supervisory board member. Opportunity to give to contradict within a reasonable time of the decision to be determined by the Chairman or their vote in writing to is absent Supervisory Board in this case. The decision will only take effect if the absent Supervisory Board members have not objected to within the period.
4. the sessions are led by the Chairman of the Supervisory Board. The Chairman determines the order in which the items on the agenda are negotiated, as well as the voting procedure.
5. resolutions of the Supervisory Board be taken with a simple majority, unless the law or the articles of association do not necessarily States otherwise. This also applies to elections.
6 a vote results in a tie, the subject of the decision is once again to advise at the request of at least two present members of the Supervisory Board. When a new vote on the subject of the decision in accordance with § 29 par. 2 German codetermination Act is a second voice to the Chairman of the Supervisory Board once again vote.
7. about the negotiations and resolutions of the Supervisory Board, writings are to make, which are signed by the Chairman - in votes outside of the sessions -.
§ 14 of the Supervisory Board are within the framework of law and articles of association rules of procedure.
Article 15 1.
The Supervisory Board may form committees from its members and them transfer tasks and powers in its rules of procedure or by special resolution.
2. Supervisory Board committees the provisions of § 12 applicable to Nos. 2 and 3 and § 13 No. 1 to 5 and 7, § 14 mutatis mutandis. A vote in the Committee results in a tie, the Chairman of the Committee has two votes in a renewed vote on same subject, if she also results in a tie.
§ 16 Supervisory Board members have to keep them to known facts, whose revelation that may prejudice the interests of the joint-stock company or a company associated with it, third parties disclose about its activities as a member of the Board. This obligation exists even after termination of their Office. In particular the voting, the course of the debate, the opinions of individual members of the Supervisory Board, as well as other personal statements are subject to the requirement of confidentiality.
Section 17 of the consent of the Supervisory Board require except in the cases prescribed by law: 1 exceeds the amount to be determined the acquisition or task of stakes in other companies, one of the Supervisory Board; This the purchase and sale of real estate does not apply for investments in connection with the credit business without business objectives (E.g. object companies), 2 which exceeds the conclusion of employment contracts with an annual salary that one of boundary to be determined the Supervisory Board, 3., except to bail out claims, 4. the establishment of regional head offices or branches, 5. the preparation of the guidelines for the granting of pensions including widow and orphan funds , 6 other activities mentioned in the rules of procedure for the Executive Board and the Supervisory Board.
§ 18-the members of the Supervisory Board receive a remuneration, which constitutes the main Assembly, as well as all other reimbursements.
Article 19 which is supervisory board authorised to decide amendments to the Statute, relating to only their version.
VI. General Assembly article 20 1.
The annual general meeting will take place at the registered office of the Corporation or somewhere in Germany, determined by the Supervisory Board.
2. the general meeting is convened by the Board of directors or in cases prescribed by law by the Supervisory Board.
3. the convocation must be made known at least one month before the date of the annual general meeting, notice the order of the day; the date of publication and the date of the annual general meeting are not counting.
4. the annual general meeting deciding on the discharge of Executive Board and supervisory board, the appropriation and - where necessary - through the adoption of the annual financial statements (annual general meeting), will take place within the first six months of each financial year.
Article 21 1.
At the annual general meeting the shareholders can participate or be represented, that are registered in the share register.
2. representation at the general meeting is allowed only by shareholders that are entitled to participate in the annual general meeting. The shareholder is a legal person, the power of attorney to represent the own or foreign shares to members of governing bodies or an employee of the legal person may be.
Article 22 1.
Per DM 5,000 principal amount a stock grant a voice.
2. the voting begins with the full power of the deposit.
Article 23 1.
The Chairman of the Supervisory Board shall preside at the general meeting. In the case of his incapacitation, he determined an another supervisory board member that performs this task. The Chairman is prevented, and has he designated anyone to his representative, opened the annual general meeting of the oldest years participants and can choose a leader of the Assembly by this.
2. the Chair leads the negotiation and determines the order in which the items on the agenda are done, and the type and form of voting.
Section 24 1 the AGM resolutions by a simple majority of the votes cast, unless a greater majority is not required by mandatory law or these articles of Association. This abstention shall not be voting. Vote an application is deemed to be rejected.
2. amendments to the statutes shall require, as far as this Statute unless otherwise regulated, a qualified majority of three-fourths of the voting represented capital. A qualified majority of 85% of the voting rights represented capital is required for capital increases. As far as the task of funding in accordance with article 2, paragraph 1 should be changed, a qualified majority of 90% of the voting rights represented capital is required.
3. If in an election in the first round a simple majority of votes is not reached so a closer election takes place among the people, where the two highest numbers of votes have fallen to. The highest number of votes will decide the narrower choice.
The negotiations in the General Assembly are section 25 to notarize a notarially recorded minutes. The minutes shall be signed by the notary and the Chairman of the annual general meeting.
Article 26 1.
The Management Board shall prepare the annual financial statements (balance sheet and profit and loss account and annex) and the management report in the first 3 months of the business year for the previous financial year and to submit the statutory auditor. The audit is also based on the auditing principles and standards applicable to cooperatives (article 53 of the Act concerning the employment and economic cooperatives). Immediately after receipt of the audit report of the statutory auditor, the Board has the financial statements to present the management report and the audit report of the statutory auditor to the Supervisory Board with a proposal on the appropriation of profits.
2. the Supervisory Board is to examine the annual accounts, the management report and the proposal for the appropriation of profits and to report on the outcome of his examination in writing to the general meeting. He has his report within one month after the templates are left to him to submit to the Executive Board. The Supervisory Board approved the annual accounts, after examination it is established; He does not approve him must be determined by the annual general meeting the annual financial statements.
3. immediately upon receipt of the report of the supervisory board the Management Board has to convene the annual general meeting. The annual financial statements, the management report, the report of the Supervisory Board and the proposal of the Board for the appropriation of profits are to be interpreted by the convening at the premises of the company for inspection by the shareholders.
§ 27 1 Board of management and supervisory board the annual accounts note so they can allocate amounts up to half of the profit for the year to other revenue reserves. they are moreover, empowered to set additional amounts up to one quarter of the profit for the year to other revenue reserves, as long as the other revenue reserves do not exceed half of the share capital, or if they would not exceed the half of the share capital according to the setting.
The annual general meeting the annual financial statements determines a quarter of profit for the year to other revenue reserves is set.
3. in the calculation of the part of the profit for the year to be no. 1 or 2 to other revenue reserves. allocations to the statutory reserve and losses are anticipated to withdraw.
Article 28 1.
The annual General Meeting decides on the appropriation of profits arising from the established annual financial statements.
2. new shares from capital increases can be provided with benefits for the appropriation of profit.
VII. Advisory Committees section 29 1.
The Board of Directors may appoint one or more advisory committees.
2. as far as regional head offices and branches in the country are built, advisory committees are formed for the respective regional Division for advice and support. The Advisory Board members are elected from each region. Further details are specified the Advisory Committee procedure.
3. the order of all Executive Board members of a regional head office by the Board of Directors is carried out in consultation with the respective Advisory Board.
VIII. financial year section 30 the business year is the calendar year.
IX. miscellaneous article 31 notices of the company shall be in the Federal Gazette.
Search Translated Laws of Germany