Annual Report 2011 - Hong Kong Monetary Authority

2.6. Transferability restrictions and registration
of nominees
2.6.1. Transferability restrictions and provisions
governing dispensations
In order for an owner or usufructuary of registered shares
to exercise the voting rights and other rights accruing to
him, he must first be accepted as a shareholder by the
Board of Directors and have his name entered in the Bank’s
share register.
Under art. 6 para. 5 of the Articles of Association, the Board
of Directors may refuse the transfer of title to or use of
registered shares on valid grounds, having due regard for
either the corporate purpose or the Bank’s desire to preserve
its financial independence and, in particular, its
family character.
2.6.2. Grounds for granting dispensations during
the reporting year
No dispensations were granted in 2011 and none were
requested.
2.6.3. Eligibility of nominees
There is no provision for dispensations from the rules
governing nominees referred to in item 2.6.1. above (art. 6
of the Articles of Association).
2.6.4. Procedure and conditions
for lifting transferability restrictions
Any amendment to the provisions of the articles of Association
relating to registered share transferability restrictions
(art. 6 of the Articles of Association) must be approved by a
two-thirds majority of the votes represented at the Annual
General Meeting and by an absolute majority of the par
value of the shares represented (art. 15 para. 6 of the Articles
of Association and art. 704 para. 1 of the Swiss Code of
Obligations).
2.7. Convertible bonds and options
Banque Privée Edmond de Rothschild SA has not issued
any convertible bonds or options.
CORPORATE GOVERNANCE 27