Statutes for Sparebankstiftelsen DNB.
Formed on September 10, 2002.
Christiania Sparebank’s old head office is now the culture house Sentralen.
The Statutes were most recently amended June 16, 2020. (Approved by The Financial Supervisory Authority of Norway on October 8, 2020).
1. General provisions
§ 1-1 Name of foundation and registered office
The foundation’s name is Sparebankstiftelsen DNB.
The foundation’s head office is in Oslo.
§ 1-2 Objectives
The objectives of the foundation shall be to manage the shares allocated to it upon formation and to exercise long-term, stable ownership of DNB ASA.
The objectives of the foundation shall also be to continue the savings bank´s traditions, of this, to contribute to charitable causes. When making allocations and when reasonably possible the foundation shall take into account those regional areas that contributed towards building up the capital of the former Gjensidige NOR Sparebank.
§ 1-3 The foundation’s capital
The foundation shall be set up with its basic capital amounting to NOK 2,096,788,800.-, consisting of 20,967,888 shares, each with a nominal value of NOK 100, in Gjensidige NOR ASA. The shares were in 2003 converted into 130.000.906 shares in DnB NOR ASA (later known as DNB ASA), each with a nominal value of NOK 10.00.
The foundation merged in 2010 with DnB NOR´s jubilee fund (org. no. 977 125 316) and NOK 1,418,000 was thus allocated to Sparebankstiftelsen DNB´s basic capital.
2. The bodies of the foundation
The foundation shall have a General Meeting, an Election Committee, a Board and a Managing Director.
§ 2-2 Election of General Meeting
The General Meeting shall consist of 31 members and 19 deputies.
The composition of the General Meeting shall reflect the interests of the public and the customers of the former Gjensidige NOR Sparebank and shall be elected in the following election areas:
1. Oslo election area: 6 members, 4 deputies
2. Akershus election area: 6 members, 4 deputies
3. Buskerud election area: 4 members, 2 deputies
4. Oppland election area: 4 members, 2 deputies
5. Vestfold election area: 4 members, 2 deputies
6. Østfold election area: 4 members, 2 deputies
7. Telemark election area: 2 members, 2 deputies
8. Election area for elsewhere in the country: 1 member, 1 deputy
For election area nos. 1-7 the members and deputies shall be divided equally between members elected by customers and members appointed by the authorities. The member and deputy member from election area 8 shall be elected by the customers.
The members appointed by the authorities shall be selected by the county councils in the election areas concerned and the Oslo Municipal Council.
The members elected from among the customers shall be elected by and from among the private customers of DNB Bank ASA. Customers with accounts at DNB Bank ASA prior to the end of the previous year shall be entitled to vote. No customers shall be entitled to more than one vote.
Elections shall be organised by the Board. Elections shall be advertised by no later than 14 days prior to the date of the election concerned and otherwise as decided by the Board. Elections take place in a suitable manner decided by the Board. Candidates are elected as members and deputies for his or her election area according to the number of votes they receive. In cases where the number of votes are equal the election will be settled by drawing lots.
The General Meeting shall be elected for 4 years at a time, subject to the more precise definitions contained in the second subsection of Section 2-4 herewith. Elections to the General Meeting shall be held before the end of the month of April. Re-elections are possible. In the event of serious breaches of the foundation’s ethical regulations, the general meeting may, by a 2/3 majority, decide that a member of the general meeting must resign.
The General Meeting shall elect its own Chairman and Deputy Chairman for a period of two years. Re-elections are possible.
Members or deputies of the General Meeting cannot be employed by DNB ASA or any other company in the same group. Should any such circumstances arise for any members or deputy members during the course of their appointment, they retire for the remainder of the term
If a member resigns from the general meeting, the first deputy member becomes a new permanent member. If a customer-elected deputy resigns or becomes a permanent member of the general meeting, the new deputy will be the candidate on the electoral roll who received the most votes without being elected. For publicly appointed deputies, a supplementary election is carried out by the relevant county council or Oslo City Council upon resignation.
§ 2-3 General Meetings
The foundation shall hold an ordinary General Meeting before 1 July each year. The following business shall be dealt with and decided at the ordinary General Meeting:
1. approval of the annual report and accounts
2. election of Board members when relevant in accordance with the second subsection of Section 2-5 herewith
3. election of members to the Election Committee in accordance with Section 2-4 herewith.
4. appointment of an auditor and determination of the auditor’s fee
5. any other business that, according to the law or the foundation’s Statutes, falls under the business of the General Meeting.
During those years when a new General Meeting is elected, the division of expertise between the newly General Meeting and the outgoing General Meeting shall be such that the outgoing General Meeting shall deal with and decide issues relating to approval of the annual accounts and determination of the auditor’s fee for the previous year. The new General Meeting shall be responsible for electing Board members, electing members of the Election Committee and appointing an auditor, and it shall also deal with and decide any other business in accordance with Item 5 herewith that falls under the business of the General Meeting.
The General Meeting shall be convened by the Board. If it is known that any members are unable to attend, their deputies shall be called on to attend. Notice to attend the General Meeting shall specify the time and place of the meeting as well as the business to be discussed at the General Meeting. Notice to attend the General Meeting shall be sent out by no later than 14 days before the General Meeting.
The Board may decide if it is necessary to call an extraordinary General Meeting. The Board shall call an extraordinary General Meeting when the auditor or at least 6 members of the General Meeting request such in writing in order to deal with a particular specified subject. Notice to attend an extraordinary General Meeting shall be announced by no later than 7 days prior to the General Meeting.
Each individual member of the General Meeting has one vote at the General Meeting.
The General Meeting constitutes a quorum when at least 16 members and deputies with voting rights are present. Decisions made by the General Meeting require a simple majority of the votes cast unless otherwise specified by law or in the foundation’s Statutes.
The Chairman of the Board shall attend the General Meeting. The other members of the Board and the Managing Director are entitled to attend and speak at the General Meeting.
Minutes of the meeting shall be kept. The minutes shall be signed by the meeting´s chairman and two other people appointed by the General Meeting from among those present.
§ 2-4 The Election Committee
The Election Committee consists of eight members. The Chairman of the General Meeting shall be the Chairman of the Election Committee. The other members shall be chosen by and among the members of the General Meeting, in a manner so that each of the election areas 1 to 7 in Section 2-2 are represented. Moreover, four of these members shall be members elected by customers, while three shall be members appointed by the authorities.
The Chairman of the General Meeting and Deputy Chairman shall make suggestions towards the General Meeting on members to serve in the Election Committee, for a period of two years.
The Election Committee shall nominate the following proposition towards the General Meeting:
a) Chairman of the General Meeting
b) Deputy Chairman of the General Meeting
c) Chairman of the Board
d) Deputy Chairman of the Board
e) Members of the Board
f) Reimbursment for the members of the General Meeting, the Board and other trusted representatives.
The Election Committee shall every fourth year propose suggestions for election of members chosen by customers and deputies for the General Meeting. At these elections the Election Committee shall make a proposal for the double of the amount stated in Section 2-2. Prior to making the proposal, the Election Committee shall contact all banking offices in all the election areas except for the election area 7, `elsewhere in the country`, and ask them to suggest a candidate form their election area.
All proposals from the Election Committee to the General Meeting shall be explained.
The Chairman of the Election Committee shall summon the Election Committee meetings.
§ 2-5 The Board
The foundation shall have a Board consisting of 5-7 members.
The members of the Board, including the Chairman of the Board, shall be elected together by the General Meeting for a period of 2 years. Re-elections may be held.
The composition of the Board shall be broad and representative.
The members of the Board cannot be employed by DNB ASA or any other companies in the same group as DNB ASA. Members of the Board must not hold Board appointments or be employed by companies that are competitors of the DNB ASA group. Should any such circumstances arise for any members during the course of their appointment they should resign, and a replacement election can be held.
§ 2-6 Administration of the foundation’s funds
The Board shall administer the foundation’s funds or determine more detailed guidelines relating to such. The Board shall ensure that the foundation’s funds are administered in line with the foundation’s objectives, cf. Section 1-2 herewith, and that its activities are carried out in accordance with the regulations and the foundation’s Statutes that apply at any one time.
§ 2-7 Allocation of the foundation’s funds
The Board shall make decisions about allocations or it shall draw up more detailed guidelines relating to allocations that shall be delegated to the Managing Director.
§ 2-8 The Board’s administrative procedures
The Board shall deal with matters at its meetings unless the Chairman of the Board decides that the matter in question can be submitted in writing or be dealt with in a different, satisfactory manner. The annual report and accounts shall be dealt with at meetings. The Managing Director shall attend Board meetings.
The Chairman of the Board shall ensure that relevant matters that fall under the business of the Board shall be dealt with. Board members can call on the Board to deal with particular business.
Notification of Board business shall be provided in a suitable manner and with reasonable deadlines.
The Board may adopt decisions when more than half of its members are present during a discussion. However, the Board may not adopt decisions unless all the Board members have been given the opportunity to participate in the discussion of a matter. Board decisions require the majority of Board members present during discussion of a matter to vote in favour of the matter in question. In the event of a tie in the voting, the Chairman of the Board shall have the casting vote. If the Chairman of the Board is not present, the chairman of the meeting shall have the casting vote.
Minutes shall be kept of Board meetings.
§ 2-9 Conflicts of interests
Board members may not participate in discussions or decisions about matters with particular relevance to them or anyone close to them such that they could be considered to have distinct, special personal or financial interests in the matter.
Furthermore, Board members may not participate in discussions or business when the member in question or anyone close to them holds a post or position of trust in a private or public institution, organisation or enterprise that has financial or other distinct special interests in the matter, or when the member in question by virtue of his/her position has previously participated in discussion of the matter. However, as regards official posts or appointments, the member in question shall not be considered to be disqualified on account of vested interests in matters concerning the allocation of funds that would benefit the authorities.
§ 2-10 Managing Director
The Board shall appoint a Managing Director.
The Managing Director shall be responsible for the daily management of the foundation’s activities and shall comply with the guidelines and instructions laid down by the Board. The Managing Director shall execute the allocations made by the foundation and ensure that it is generally known that the funds in question have come from Sparebankstiftelsen DNB. Daily management does not cover matters of an unusual nature or matters that are of great importance. The Managing Director shall ensure that the company’s accounts accord with the law and its appurtenant regulations and that asset management is carried out in a satisfactory manner.
The Managing Director must not hold any board appointments at, or by employed by, any companies that are competitors of the DNB ASA group.
3. Other provisions
§ 3-1 Allocation of annual profits – settlement of annual losses
The foundation’s profits shall be allocated in accordance with the foundation’s objectives, cf. Section 1-2 herewith, and within the framework specified in Section 2d-8, cf. Section 2b-27 herewith, of the Norwegian Act relating to Savings Banks.
Deficits, after allocations made by the Board, shall initially be covered using the foundation’s distributable equity, and subsequently by using its basic capital.
§ 3-2 Amendments to the Statutes
Decisions relating to amendment of the foundation’s Statutes shall be adopted by the General Meeting. Such decisions require the support of at least two thirds of all the votes and at least 16 votes. Any decisions relating to amendment of the object clause, except in the event of dissolution or merger, also require at least 21 votes.
Amendments to the Statutes shall be approved by the Financial Supervisory Authority of Norway.
§3-3 Sale of shares in DNB ASA
Any matters relating to the sale or disposal of the shares in DNB ASA which were allocated to the foundation upon formation (cf. Section 1-3) shall be dealt with by the General Meeting, and requires the support of at least two thirds of all those members who are entitled to attend the General Meeting.
§ 3-4 Dissolution of the foundation
Any decisions relating to dissolution of the foundation must be adopted by the General Meeting. Such decisions require the support of at least two thirds of all the members who are entitled to attend the General Meeting.
In the event of the foundation being dissolved, the Foundation’s funds shall shall be donated to charitable causes in accordance with § 1-2, 2nd paragraph.