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 1) the country in which the subsidiary undertaking is to be established, 2) a description of the business to be carried on by the subsidiary undertaking, including information on its organisation and planned activities, 3) the address of the subsidiary undertaking, and 4) the names of the management of the subsidiary undertaking. (4) The financial undertaking or financial holding company shall submit prior notification to the Danish FSA before making any changes in conditions of which notification has been submitted pursuant to subsection (3), nos. 1-4. In the event that the financial undertaking or the financial holding company has no prior knowledge of such changes, notification shall be submitted to the Danish FSA immediately after said financial undertaking or financial holding company has received notification of such change. Part 8 Management and organisation of the undertaking 64.-(1) A member of the board of directors and the board of management of a financial undertaking shall have adequate experience in carrying out the duties and responsibilities of such a position. (2) A member of the board of directors and the board of management may not occupy the position as member of the board of directors or member of the board of management respectively in a financial undertaking, if 1) the person in question is held criminally liable for violation of the Criminal Code or financial legislation, and this violation entails a risk that the duties are not carried out adequately, 2) the person in question has filed for suspension of payments, is administered in bankruptcy, has filed for debt restructuring, or negotiations have been initiated with regard to compulsory composition for said person, 3) the financial situation of the person in question or companies owned by the person in question or companies where the person in question participates in their operation have caused losses or risks of losses for the financial undertaking, or 4) the person in question has behaved such that there is reason to assume that said person cannot perform the duties and responsibilities of such position adequately. (3) Members of the board of directors and the board of management are obliged to notify the Danish FSA of the conditions mentioned in subsection (2). (4) Subsection (1); subsection (2), nos. 1, 2 and 4; and subsection (3) shall apply correspondingly to members of the board of directors and members of the board of management of a financial holding company. 65. By means of rules of procedure, the board of directors shall make more detailed decisions with regard to the performance of its duties. EXCLUDING MINOR AMENDMENTS 66. The authority to sign for the undertaking which is accorded to members of the board of management or the board of directors under section 60(2) of the Public Companies Act may only be exercised by at least two members jointly.
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 67.-(1) The notice convening a general meeting in a financial undertaking or shareholder committee meeting in savings banks respectively shall be available to the public and in accordance with the provisions of the articles of association. The press shall have access to general meetings and shareholder committee meetings in savings banks respectively. (2) Subsection (1) shall not apply to undertakings which are wholly owned by a financial undertaking or financial undertakings in the same group. 68. For financial undertakings, the Danish FSA shall exercise the powers that have been assigned to the Commerce and Companies Agency under section 72(2) of the Public Companies Act. 69. A shareholder committee may be set up to carry out specific tasks mentioned in the articles of association including elections to the board of directors. The members of the shareholder committee shall be subject to the same responsibilities with regard to their duties as the board of directors. This provision shall not apply to savings banks. 70. The board of directors of a financial undertaking shall prepare written guidelines on the most significant areas of activity of said financial undertaking, specifying the distribution of responsibilities between the board of directors and the board of management. 71.-(1) A financial undertaking shall have 1) good administrative and accounting practises, 2) written procedures for all significant areas of activity, 3) full internal control procedures, 4) adequate IT control and security measures, and 5) the resources necessary for proper carrying out of its activities, and use these appropriately. (2) The Danish FSA shall stipulate guidelines for the areas mentioned in subsection (1). 72.-(1) Where a financial undertaking is licensed to operate as a securities dealer, the undertaking shall 1) take adequate steps to ensure its customers' right of ownership of their securities and contracts on currency spot transactions for investment purposes with a view to achieving a profit on changes in the rate of exchange, and 2) organise and build its activities in such a way that the risk of conflicts of interest mutually between the customers of the securities dealer, and between the customers and the securities dealer is limited as much as possible. (2) A financial undertaking licensed to operate as a securities dealer may not have the disposal of its customers' securities without the explicit consent of said customer. (3) A financial undertaking licensed to operate as a securities dealer may keep customers' securities in an omnibus account or safekeep if the financial undertaking has informed the individual customer about the legal consequences hereof and said customer has consented to this. The Danish FSA may, in exceptional cases, authorise that securities owned by a financial undertaking and its customers are kept in the same safekeep account. A financial undertaking shall keep a register designating clearly the individual ownership of the registered securities. EXCLUDING MINOR AMENDMENTS
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