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State Joint Stock Company "latvian Mortgage And Land Bank" Statute

Original Language Title: Valsts akciju sabiedrības "Latvijas Hipotēku un zemes banka" statūti

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The Cabinet of Ministers of the Republic of Latvia in 2000 May 16 Regulation No. 177 (in Riga. No 23, § 2) State joint stock company "Latvian mortgage and land bank" Statute Issued in accordance with the law "on the law" on Latvian mortgage and land bank "recognition of unenforceable" 2. Article i. General questions 1. public joint stock company "Latvian mortgage and land bank" (hereinafter referred to as the bank) is a joint stock company in which all the voices belong to the State.
2. the full name of the Bank — public joint stock company "Latvian mortgage and land bank", short name: the mortgage bank.
3. The Bank's full title in English: the State Owned Joint Stock Company "mortgage and Land Bank of Latvia", short name: the Mortgage Bank.
4. Bank founder is the State. The Bank set up by the Council of Ministers of 19 March 1993 decision No 140 "On Latvian mortgage and land bank".
5. The Bank's sole shareholder is the State. State-owned shares in the bank are the Ministry of Finance (hereinafter the State shareholders).
6. The Bank's main objective is to support the economic development of Latvia, according to the bank's main activities. Bank from your activities should benefit its development requires profit.
7. the main activities of the Bank: 7.1 the SME lending;
7.2. the mortgage lending and mortgage bonds emission.
8. the basic functions of the Bank according to the NACE classification is as follows: financial mediation 8.1, except insurance and pension funding (65), URt.sk.: 8.1.1. money brokering (65.1), except the central bank;
8.1.2. overall financial intermediation (65.2);
8.2. financial intermediation, complementary action except insurance and pension funding (67.1);
8.3. operations with real estate (70).
9. the Bank is entitled to perform any transactions in the law of credit institutions and other laws in the order, t.sk. cash collection.
10. the Bank shall have legal personality. It can be obtained in the name of the property and property rights and assume obligations, may be on the claimant and defendant in court or in arbitration.
11. all tangible things (movable and immovable property), securities and assets that the Government invested in the bank, the setting up and subsequent taking of those companies added to the bank as well as its physical things (movable and immovable property), securities and assets that the bank acquired during their operation, are the property of the bank. The Bank independently manages, uses and handles all the property belonging to it.
12. the Bank is liable for its obligations with all property belonging thereto, to which under the law can draw power. The Bank is not responsible for the obligations of the country, but the State is not responsible for obligations of the bank, except in cases provided for by law.
13. the Bank shall have a seal with the bank's name and emblem.
14. Bank address: dome square 4, Riga, LV-1977, the Republic of Latvia.
II. share capital of the Bank 15. Bank formation capital is 100000.
16. The Bank's authorised capital is 7 million lats.
17. the Bank's share capital consists of 4745500 shares, of which 25000 shares of a bank Board (hereinafter the Board) replacement shares. 4720500 shares are common shares with voting rights, and 25000 shares are ordinary shares, without voting rights. The nominal value of each share is one dollar.
18. All the ordinary shares with voting rights owned by the State. Ordinary shares, without voting rights, constitute the Executive Board.
19. State-owned ordinary shares with voting rights may pass to another person the property only if the Cabinet of Ministers adopted a decision on the privatization of the bank.
20. Ordinary shares without voting rights, purchased the members of the Executive Board in paragraph 73 of these regulations prescribed period and extent. The shares bought by the members of the Board according to their nominal value.
21. The Board reserves for shares like State suspension shares calculation and dividends.
22. the Board of the reserve bank to be repurchased shares from Board members after they have left the post and the general meeting of shareholders of the bank (hereinafter referred to as the general meeting of shareholders), they are exempted from liability.
23. If the general meeting of shareholders does not exempt from liability for the Board members, the Board of the reserve bank shares remains.
24. the Bank reserves the Governing Board shares repurchased by the bank's annual report for the calendar month. Bank shares repurchased from Board members according to their nominal value.
25. the Board shares the reserve can not take any civil actions, except that rule 20, 21, 22, 23 and 24 as provided in paragraph.
26. the Bank's share capital may increase or decrease the law "on joint stock companies" in the cases provided for, pursuant to the law "on State and local government business transformation", as well as credit institutions incorporated companies law and the conditions of these rules.
27. the decision on the increase of the share capital of the bank and the reduction and, where appropriate, adopted amendments to those rules shall be made by the Cabinet of Ministers.
III. the management of the Bank the Bank manages 28 General meeting of shareholders, the bank Council (hereinafter Council) and the Board.
29. The general meeting of shareholders of the State Governors (governors).
30. the Governors also performs the functions of the members of the Council.
31. the executive body of the Bank's Executive Board.
IV. 32. Bank Governors of seven Governors.
33. The trustee shall be appointed for three years, the national capital.
34. The Governors are in accordance with the law "On State and local capital management companies", the law "On joint stock companies", the law "on State and local government business transformation of incorporated companies" and these terms.
35. The Authority's contract with the Trustees of the national capital switch holder. The mandate of the Minister of finance signed contracts.
36. the Governors must be credit institutions, employees or members of the administrative organ. Governors can have on other shareholders of credit institutions, subject to the agreement of the public shareholders. Governors prohibited to participate or enrol in person, by proxy or third party companies, and companies whose interests faced with bank interest. The Trustees shall also apply to the members of the Council restrictions.
37. the Bank may not buy the Governors and other promissory notes promissory notes, as well as any of their belongings.
(V) the general meeting of shareholders. 38. General meeting of shareholders is the Supreme management body of the bank.
39. the current emergency and convened general meeting of shareholders.

40. If the Management Board has not provided for in the law has another general meeting convened by the same Governors after one or more agent a written request. If the Governors not by 15 governors holding at the current general meeting convened by national shareholders.
41. The extraordinary general meeting shall be convened by the Management Board on his own initiative or when requested in writing by the Council, the internal audit service of the bank (hereinafter internal audit service) Manager or any of the Trustees, as well as the national capital. The request must specify the reasons for the convening of the general meeting and agenda. If you have a special need, the extraordinary general meeting may be held in the same State shareholders, on notice to the Management Board and head of the internal audit service.
42. the general meeting of shareholders only, is entitled: 42.1. approve the annual report of the bank;
26.2. to approve the bank's annual business plan and budget;
26.3. to approve the internal audit service of the bank's operational plan, expenditure and staff list.
26.3. split the profit in the previous year;
26.4. to approve the capital increase and reduction rules if the Cabinet of Ministers adopted a decision on the bank's share capital increases or decreases;
26.5. decide on bank bonds, stocks, bonds and other securities regulatory emission and conversion, respecting the rights of the bank and of action;
26.5. elect and removed from Office the Chairman of the Board (President);
26.6. the Chairman of the Management Board (the President's) proposal to elect post and removed from Office the Chairman of the Management Board of the bank's first Vice-President (first Vice-President), the bank's Deputy Chairman of the Board (Vice President) and the other Board members;
26.7. elect and removed from Office the head of the internal audit service;
42.10. decide questions of Chairman of the Board (President), first Deputy Chairman of the Management Board (first Vice-President), Deputy Chairman of the Board (Vice President) and the other Board members discharge or propose to call them to account for the previous year;
42.11. to decide on the claim or complaint or termination of defamation against the President of the Board (President), first Vice-President of the Board (first Vice-President), Deputy Chairman of the Board (Vice President), the other members of the Management Board and head of the internal audit service;
42.12. acting on a proposal from the Executive Board to set up a permanent Commission of evaluation of property, as well as to confirm the current assessment;
42.13. define the members of the Management Board and the internal audit service of the head of remuneration and other conditions of the contract of employment;
42.14. approve the bank's internal control system;
confirm bank 42.15. internal control annual report;
42.16. decisions on matters related to the reorganization of the bank, if the Cabinet of Ministers adopted a decision on the reorganization of the bank;
42.17. to elect the liquidator of the bank after the Cabinet passed a resolution for the liquidation of the bank, and the liquidator shall be removed from Office, to decide on the claim or complaint brought against them or termination;
to approve and amend 42.18. instructions to the Management Board and liquidators;
42.19. above consider this rule referred to in paragraph 44, that decision shall be taken by the Cabinet.
43. other provisions in these unexpected economic and governance issues the general meeting of shareholders may decide only if required by the Board, the Council and the public shareholders, or if the general meeting of shareholders provides for examining the legislation.
44. After the State capital shareholder proposal by the Cabinet of Ministers adopted a decision on the bank's share capital: 44.1. increases or decreases;
44.2. reorganization or liquidation of the bank.
45. The Cabinet of Ministers adopted a decision on the necessary amendments to those provisions.
46. the general meeting of shareholders to be issued within the time limit, to ensure that you receive timely notice of the convening of the general meeting of shareholders. This period may not be shorter than a week.
47. The trustee to the general meeting of shareholders will be invited by notification by registered letter or by using telecommunications means. Notice of the general meeting of shareholders shall specify the place, time and agenda, as well as be informed of the decision.
48. The shareholders ' general meeting is valid if at least one half of the Governors.
49. The shareholders ' general meeting may discuss and take decisions only on the agenda matters specified in the notice of convening the general meeting, except that rule 50 of the cases provided for in paragraph.
50. If the general meeting of shareholders shall participate in all the Governors, it's considered legitimate regardless of the time and type. The shareholders ' general meeting may also discuss the agenda does not include questions if it unanimously agrees to all of the Governors.
51. the general meeting of shareholders may participate, without the right to vote, the members of the Management Board and head of the internal audit service.
52. the general meeting of shareholders for each trustee shall have one vote.
53. The general meeting of shareholders shall elect the head of the law, but by his proposal for a general meeting shall elect a Secretary who organizes the recording for the duration of the general meeting of shareholders.
54. the general meeting of shareholders shall vote openly, except when a secret ballot is requested by not less than two Governors.
55. the decision of the general meeting is adopted if more than half the votes of those present Governors.
56. the general meeting of shareholders shall be signed by all the members present at the general meeting by the Governors.
Vi. The Council. the Council representing 57 shareholder interests shareholder meetings in the meantime and controls the activities of the Executive Board of the law "on joint stock companies", the law "on State and local government business transformation of incorporated companies" and in these regulations.
58. the number of Council members is equal to the number of Trustees.
59. The members of the Council shall elect from among its members a Chairman and a Deputy Chairman of the Council. Deputy Chairman of the Council shall carry out the duties of the President of the Council of the President of the Council only prolonged absence (illness, a business trip, on vacation) or the President of the Council.
60. the Council bank transactions: 60.1. permanent control of the activities of the Board in accordance with the law, these rules and the decisions of the general meeting of shareholders;
60.2. the Board examined expense budget and submitted along with your feedback, submit it for approval to the general meeting of shareholders;
60.3. examine the bank's annual report and the Board's proposal for distribution of profits;

60.4. appearance above all questions which are within the competence of the general meeting of shareholders or by the Board members, it is proposed for debate in the Assembly, and give an opinion on them;
60.5. approve and amend the basic principles of the bank's policies, subject to the bank's business objectives and main lines of action;
60.6. proposes to the Chairman of the Management Board (the President) to examine the Board and head of the departments of the bank decision and order in compliance with the law, these rules and the decisions of the general meeting of shareholders, as well as proposes to abolish the Board and the heads of the departments of the bank, decisions and orders;
60.7. Decides on the bank of the purchase of real estate, mortgage and transfer, excluding real estate, the property of the bank for collection;
60.8. decide on bank branches and settlement groups, opening and closing;
60.9. Decides on the bank's subsidiaries and the bank's participation in companies;
60.10. approved the composition of the kredītkomitej;
60.11. constantly monitors the bank's internal control system;
60.12. represent the bank in court in all bank requirements brought against members of the Management Board, as well as the requirements of Board brought against the bank.
61. The Council shall not have the right to decide issues that are within the competence of the Board.
62. the President of the Council for a Council meeting shall be convened as necessary but not less frequently than quarterly. Opening a meeting of the Council must be a time limit, to ensure that you receive timely notice of the convening of the meeting of the Council. This period may not be shorter than a week.
63. Each member of the Council, as well as the Management Board and the internal audit service, the driver has the right to request the convening of the meeting of the Council in writing giving the meeting need and purpose.
64. the Council are valid if they are sitting on more than half of the Board members.
65. Each Council Member has one vote. The Council shall adopt decisions by simple present Council members. If the Council does not agree with the decision of the Council and vote against it, he is not responsible for the decisions taken. Board members of the different views in his request, enter the minutes of the Council.
66. the minutes of the proceedings of the Council shall be signed by all the members of the Council present at the meeting. The minutes of the Council, as the matter concerned has been voted each Member of the Council.
67. the members of the Council and its other rights and duties shall be those laid down in the law "on joint stock companies" and the law "on State and local government business transformation of incorporated companies".
VII. Board 68. Bank run by an administrative board. The Board has knowledge of all things the bank laws, other regulations and in accordance with the procedure laid down in these provisions.
69. the Executive Board shall manage the assets of the bank and its assets are handled according to the law, these rules and the decisions of the general meeting of shareholders.
70. The Executive Board shall decide upon any bank transaction related issues, except those that are part of the general meeting of shareholders and the competence of the Council.
71. The Board is composed of five members of the Executive Board. Chairman of the Board (President), first Deputy Chairman of the Management Board (first Vice President) and Deputy Chairman of the Board (Vice President) are members of the Board, and they shall be subject to all the rules that apply to members of the Management Board.
72. The Management Board shall be elected to the post three years ago. After the expiry of the term of election Board may elect for a new term. The election of Board members, there is no limit on the number of times.
73. the Board members a month from election day to purchase replacement shares of the Board. The Board reserves the quantity of shares to be obtained for each Member of the Management Board, acting on a proposal from the Executive Board, in accordance with the principle of proportionality, determined by the general meeting of shareholders.
74. the Board members a month from election day should be communicated to the President of the Council of the law "on joint stock companies".
75. the powers, contracts and other documents on behalf of the signature bank Chairman of the Board (President) or other officials of the bank, which authorises the Management Board. The guarantee shall be signed by the Chairman of the Board (President). Chairman of the Board (the President's) prolonged absence (illness, vacation, business travel) guarantees the signature of first Deputy Chairman of the Management Board (first Vice-President), and one Board member. If the Chairman of the Board (President) and first Deputy Chairman of the Management Board (first Vice President) located at the prolonged absence of a signature guarantee, Deputy Chairman of the Board (Vice President), and one Board member. If the Chairman of the Board (President), first Deputy Chairman of the Management Board (first Vice President) and Deputy Chairman of the Board (Vice President) at the same time is in prolonged absence, guarantees the Board authorised the signature of the Board and another Board member.
76. the Board meeting shall be convened as necessary but not less frequently than every two weeks.
77. the Executive Board shall convene and chair the meetings of the Board (President). Chairman of the Board (the President's) prolonged absence or Chairman of the Board (President) of the Board shall be convened and chaired by first Deputy Chairman of the Management Board (first Vice President). If the Chairman of the Board (President) and first Deputy Chairman of the Management Board (first Vice President) at the same time is in prolonged absence, the Board shall be convened and chaired by Deputy Chairman of the Board (Vice President). Board meeting must also be convened if requested in writing by the head of the internal audit service or any of the members of the Management Board, stating the reason for convening the meeting.
78. the Board meeting is valid if at least one half of the Board members.
79. The meetings of the management board with the right to participate in an advisory trustee and the internal audit service.
80. Each Member shall have one vote in the meeting. Decisions by the Governing Board of the present members of the Board majority.
81. If the Board does not agree with the decision of the Board and vote against it, he is not responsible for the decisions taken. The members of the Board of the different views of the record at his request the minutes of the hearing of the Board.
82. the minutes of the hearing of the Board indicate how the matter is voted by each Board member. Board meeting minutes shall be signed by all Board members present at the hearing.
83. the activities of the Management Board, led by Chairman of the Board (President), which defines the obligations of the members of the Board.

84. The Bank carries out the operational management of the Chairman of the Board (President). Chairman of the Board (the President's) prolonged absence the bank carries out the operational management of the first Deputy Chairman of the Management Board (first Vice President). If the Chairman of the Board (President) and first Deputy Chairman of the Management Board (first Vice President) at the same time is in prolonged absence, the bank carries out the operational management of the Deputy Chairman of the Board (Vice President). If the Chairman of the Board (President), first Deputy Chairman of the Management Board (first Vice President) and Deputy Chairman of the Board (Vice President) at the same time is in prolonged absence, the bank carries out the operational management of the Board authorized a Board member.
85. the Chairman of the Board (President) according to these rules determine competence without special authorisation to represent the bank and the Executive Board.
VIII. The Bank's internal monitoring 86. Bank transactions for internal monitoring of the shareholders ' general meeting shall establish the internal audit service, and is subject to the general meeting of shareholders.
87. The internal audit service's mission is to conduct an independent internal control system monitoring and evaluating how adequate and efficient is the system.
88. The internal audit service shall operate in accordance with the general meeting of shareholders approved the work plan and expenditure. The internal audit service of the bank's expenditure budget.
89. The internal audit service of the leader officers chosen by the general meeting of shareholders in accordance with the approved internal audit service expenditure and staff list.
90. Internal audit staff shall operate in accordance with laws and regulations. Internal audit staff is responsible to the bank and shareholders for losses incurred, if they intentionally or negligently fail to comply with the obligations placed upon them.
IX. Bank staff 91. Bank employee relationship are sorted in accordance with the law and these rules.
92. The employment contracts with the bank's officers and staff signature: 57.2. Chairman of the Board, with (President) and the internal audit service manager — the President of the Council, subject to the decisions of the general meeting of shareholders;
92.2. Chairman of the Board with the first Vice-President (first Vice-President), Deputy Chairman of the Board (Vice President) and the other Board members, as well as with the internal audit service staff by the internal audit service of the head of the written recommendation — Chairman of the Board (President), subject to the decisions of the general meeting of shareholders;
92.3. with bank employees — Chairman of the Board (President).
93. the termination of the contract and with the Chairman of the Board (President), first Vice-President of the Board (first Vice-President), Deputy Chairman of the Board (Vice President), the other members of the Management Board and head of the internal audit service is required the consent of the general meeting of shareholders.
94. the general meeting of shareholders may determine their bank executive category for recruitment in the bank requires the President of the Council or of the Council's prior consent.
95. Other bank employee labour relations issues decided by the Chairman of the Board (President).
96. The members of the Executive Board are prohibited from taking other paid posts or do any other work except scientific and pedagogical work. Post linking bank employees can only be authorised in writing by the Chairman of the Management Board (the President). The members of the Board must be credit institutions, employees or members of the administrative organ.
97. Members of the Management Board may be for credit institutions, shareholders or holders of shares, subject to the agreement of the general meeting of shareholders, as well as to be a bank-related companies or companies in which the bank has a significant interest.
98. the Bank can't buy members ' bills of Exchange and other securities, as well as any proprietary property. Board members and the bank's Department managers are forbidden to participate in or join in person, by proxy or third party companies, and companies whose interests faced with bank interest.
X. accounting, annual report and distribution of profits the Bank organizes 99. accounting in accordance with the laws and instructions of the Bank of Latvia.
100. The Bank's financial year coincides with the calendar year.
101. the Bank for each financial year an annual report shall be prepared according to the rules and instructions of the Bank of Latvia. The Bank's annual report, examined and adopted in accordance with the law "on joint stock companies", the credit institutions act and the instructions of the Bank of Latvia. The Bank's annual report and other documents of the bank published credit law.
102. After corporate income tax payment in the bank the remaining profit distribution the following regulations apply: 102.1. not less than 50 percent of the bank's reserve capital including;
dividends paid in the 102.2. extent and in the manner prescribed by the law and other regulations;
102.3. other profit use other bank's operational purposes in accordance with the decision of the general meeting of shareholders.
XI. reorganization and liquidation of the Bank. the bank Decision 103 reorganisation or winding-up of the Cabinet of Ministers adopted.
104. the reorganization and liquidation of the Bank shall be in accordance with the law "On joint stock companies", the credit institutions act and other laws.
XII. concluding question 105. Be declared unenforceable in the Cabinet of Ministers of 29 October 1996, Regulation No 420 "public joint stock company" Latvian mortgage and land bank "Statute" (Latvia's journal, 1996, nr. 186.).
 
Prime Minister a. Smith financial Minister g. Smith