Financial Business Act.pdf

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While this translation was carried out by a professional translation agency, the text is to be regarded as an unofficial translation based on the latest official Consolidated Act no. 286 of 4 April 2006. Only the Danish document has legal validity. October 2006, GlobalDenmark Translations independent enterprise, or in the capacity as a member of the board of directors or an employee, or in any other way, participate in the management or operation of another enterprise than said limited company. (2) Other employees in a limited company covered by section 7 for whom there is a significant risk of conflicts between the interests of the employee and those of the limited company may not, without the consent of the board of management, own or operate an independent enterprise, or in the capacity of member of the board of directors or as an employee, or in any other way, participate in the management or operation of another enterprise than the limited company. The board of directors shall be informed of any license granted by the board of management. (3) The board of directors shall decide which employees have a significant risk of conflicts between the interests of the employee and those of the limited company, and who shall consequently obtain the authorisation of the board of management, cf. subsection (2). (4) The activities mention in subsections (1) and (2) shall only be carried out where the limited company or companies which form part of a group with said limited company do not have and do not enter into exposures with the undertakings mentioned in subsections (1) and (2). This shall not apply to exposures in the form of equity investments and exposures in enterprises that form part of a group with the limited company or enterprises where limited companies covered by section 7 jointly own more than 4/5 of the equity investments. (5) All authorisations granted by the board of directors in pursuance of subsection (1) shall appear in the minute book of the board of directors. (6) The limited company shall at least annually publish information on the duties and positions approved by the board of directors under subsection (1). Furthermore, the external auditors shall make a declaration in the audit book comments on the annual report stating whether the limited company has exposures with enterprises covered by subsections (1) and (2). (7) In special cases, the Danish FSA may grant exemptions from subsection (4).” 12. Sections 12e-h shall be repealed. 13. Section 13 shall be worded as follows: ”13.-(1) The board of directors, auditors, members of the board of management and other employees in a limited company covered by section 7(1), nos. 1 to 5 may not, without authorisation, divulge anything, which has come to their knowledge during the performance of their duties. (2) Subsection (1) shall not prevent a limited company covered by section 7(1), nos. 1-5, as part of its cooperation with other limited companies under section 7, a regulated market for securities in a country within the European Union or a country with which the Community has entered into a cooperation agreement for the financial area, or a foreign regulated market, clearing centre and central securities depository recognised by the Danish FSA from divulging information to these, provided that such information is subject to a similar duty of confidentiality with the recipients of such information. EXCLUDING MINOR AMENDMENTS (3) Subsection (1) shall also include information which a limited company covered by section 7(1), nos. 1-5 receives from other limited companies covered by section 7(1), nos. 1-5 or any
While this translation was carried out by a professional translation agency, the text is to be regarded as an unofficial translation based on the latest official Consolidated Act no. 286 of 4 April 2006. Only the Danish document has legal validity. October 2006, GlobalDenmark Translations regulated foreign markets stating that the information is secret or confidential or wherever this follows from the nature of the information. (4) The regulations laid down in section 60(2)-(4) shall apply to central securities depositories.” 14. Section 14(1) shall be worded as follows: ”14.-(1)The annual report of a limited company covered by section 7, the audit book comments of an external auditor regarding the annual report, and the audit book comments of the chief internal auditor regarding the annual report shall be submitted to the Danish FSA in duplicate. The Danish FSA shall submit one copy of the annual report to the Danish Commerce and Companies Agency, which shall record the receipt in its computer information system. The annual reports received shall be available to the public at the premises of the Danish Commerce and Companies Agency.” 15. Section 14(2) shall be repealed. Subsections (3)-(6) shall hereafter become subsections (2)-(5). 16. In section 14(6), which becomes subsection (5), ”subsection (5)” shall be amended to: ”subsection (4)”. 17. Section 15(1) shall be worded as follows: ”15.-(1) The capital base of a limited company covered by section 7(1), no. 1, 2, 5 and 6 shall be calculated as the paid-up share capital less the holding of own shares and losses for the current year plus share premium and reserves.” 18. Section 20(1)-(2) shall be worded as follows: ”20.-(1) Securities dealers mentioned in section 4(1), nos. 1-4 and Danmarks Nationalbank (Denmark's central bank) may apply for membership of a stock exchange (members of the stock exchange). (2) A stock exchange may, after having been licensed by the Danish FSA, accept as a member a credit institution or investment company as mentioned in section 4(1), no. 4 that does not carry out securities trading either through a branch or by providing services in Denmark, cf. sections 1(3) and 33 respectively of the Financial Business Act.” 19. In section 37a, the following new subsection shall be inserted before subsection (1): ”37a.-(1) Any issuer of other securities than shares accepted for listing on a stock exchange or for trading at an authorised market and its parent company shall draw up internal rules governing the access for members of the board of directors, members of the board of management and other employees to deal for their own or any third party's account in the securities issued by said issuer, cf. the first limb, as well as in any financial contracts attached hereto.” EXCLUDING MINOR AMENDMENTS Subsections (1) and (2) shall hereafter become subsections (2) and (3).
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Financial Business Act.pdf

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