| Bylaws of APAPR |
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Translation from Romanian – please note that only the STATUTE OF THE PRIVATELY MANAGED PENSIONS ASSOCIATION OF ROMANIA (A.P.A.P.R.) CHAPTER I: NAME, LEGAL STATUS, HEADQUARTERS, DURATION Art. 1 Name of the Association The PRIVATELY MANAGED PENSIONS ASSOCIATION of Romania (A.P.A.P.R.) is a professional, non-governmental, apolitical, independent, non-profit organization with the purpose of defending the interests of, promoting, recognizing and developing collaboration and cooperation within the private pension funds of Romania. The term “private pension funds” denotes both privately managed pensions, as well as the optional pension funds. Art. 2 Legal Status The PRIVATELY MANAGED PENSIONS ASSOCIATION of Romania (A.P.A.P.R.) is a private legal person of Romania, subject to Romanian law and incorporated according to the dispositions of Chap. II of Order no. 26/2000 regarding associations and foundations, with the subsequent modifications and addenda. Art. 3 Headquarters a) The headquarters of the Association is located at Bucharest, district 1, 5 Gheorghe Manu St., floor 3-6. The post address of the Association is the address of the office of the President, which will be communicated to all members of the Association within 3 calendar days of the election of the President. b) The headquarters of the Association can be changed to any other address in Bucharest, through a decision of the General Assembly of the Association, according to the provisions of the current Statute. c) A.P.A.P.R. can establish branches as territorial legal persons, with the provisions of the law. Art. 4 Duration a) The PRIVATELY MANAGED PENSIONS ASSOCIATION of Romania (A.P.A.P.R.) will function for an undetermined period of time. b) Its activity will begin of the registration date at the Court of Law of District 1, Bucharest. CHAPTER II: PRINCIPLES AND OBJECTIVES OF THE ASSOCIATION Art. 5 Organization and functioning principles of the Association 5.1. General principles a) A.P.A.P.R. is a professional association organized on professional and ethical principles, specific to financial institutions which promote through specific actions the general and/or specific interests of the private pension funds market of Romania and support the development of the institutions participating in the business sector; b) A.P.A.P.R. is constituted as a interface for the support and protection of the common interests of its members in their relationships with the State, especially with the authorities with regulate and oversee this domain. c) Representation and protection of the interests of its member by A.P.A.P.R. is accomplished thought law proposals, dialog with all institutions in which the members of Association operate, overseeing of the professional standards and maintaining of loyal competition reports between them in their markets. d) A.P.A.P.R. operates for the purpose of educating the population and gaining the public trust in private pension funds, through the promoting and affirmation of the financial investment products, as well as the permanent control and supervision of the following of legal provision within this domain by the member companies and their agents. 5.2. The organization principles of the Association: a) A.P.A.P.R. is organized and functions on the basis of rules to insure an efficient, unitary and equal representation of the interest of its members. b) The principles that stand at the basis of A.P.A.P.R. organization and functioning: 1. Professional ethics. 2. Prevention of the illicit use of the members of the Association of confidential or privileged information. 3. Transparency, both in payment operations and internal activities. 4. Equality of members. 5. Unity of the interests of the members. 6. Promotion of the interests of the Association members and of the persons which hold a title of participant in the private pension funds. 7. Avoidance of any disputes. c) The leadership bodies of A.P.A.P.R. will be formed by persons which: 1. Work directly with and are empowered by member companies, have a recognized reputation regarding their moral correctness and probity. 2. Have a high level of professional competence and experience in the financial-banking-insurance domain, in general, and knowledge in the private pension domain. 3. Have a high level of relations and representation (both internally and internationally) of a nature to insure the corresponding support of Association interests. 4. Have managerial and institutional experience. 5. Present ethical and moral guarantees regarding the respect of the interests of all members and that the position will not be used for personal interests or in the interests of the company they work for. 5.3. A.P.A.P.R. guarantees the absolute independence of executive structures for the use of specific attributions, within the granted mandate, Art. 6 The objectives of A.P.A.P.R. A.P.A.P.R. proposes to accomplish the following objectives: a) For the participants in the private pension funds market – to elaborate or to participate in the elaboration of law proposals, technical norms and professional principles, applicable in the managing of funds, in accordance the international standards and legal provisions for this domain; b) To participate in the incorporation of and relationship establishment with institutions which regulate and oversee the private pension funds market activity, of such a nature as to insure the rights and interests of its members in the elaboration process and the application of the legal regulations within this domain; c) To promote and affirm through its own means, the mechanisms of the pension products and financial investments, technical concepts within the private pension funds so as to educate the population in the possibilities and advantages of its activities; d) To insure the proper frame of a cooperation, assistance and collaboration activities, both with governmental bodies, as well as non-governmental organizations and associations, experts and other persons with common interests, specific to the objectives of the Association; e) To contribute to the development and elevation of professional standards specific to the private pension funds activity, for the development of market mechanisms; f) To constitute information, documentation and experience exchange center, organization of internal and international meetings, within its field of expertise; g) To insure a favorable frame for the solving of disputes and litigations which may appear within the Association, regarding the professional relations between the managers of the private pension funds. h) To promote the interests of member through a permanent collaboration with the institutions which regulate and oversee the market and support its activity for the passing and enforcement of the norms necessary for the proper function of the private pension funds market; i) To approach the corresponding supervisory bodies regarding illicit practices of the suppliers of financial services within the private pension fund markets of Romania; j) To make known abroad the activity of the privately managed pension funds of Romania. k) To cooperate with similar associations and bodies from other countries and to participate as an full or honorific associate or observer in internal and international associations or bodies for the obtainment of data or information and for the accomplishment of experience exchanges; l) To support the implementation of uniform application of the legal provisions strategies for the private pension funds, at a European Union level. Art. 7 Activities of the Association 7.1. For the purposes of accomplishing the aforementioned objectives, the Association will undertake the following activities: a) To organize collaboration and cooperation frames with the supervisory institutions and with the institutions with regulate and supervise the market, as well social partners for the defining and elaboration for professional standards specific to the administration of private pension funds; b) To organize conferences for the debate and solving of specific major issues, the elaboration of studies regarding the priorities in the regulation and organization of private pension funds. c) The organization for the participation and development of the Association and/or its members at conferences, congresses, seminar, colloquies etc, both internal and international, with themes that are corresponding for the purposes and objectives foreseen by the current statute or are adjacent to them; d) To insure the necessary administrative and organizational frame necessary for the training of specialty personnel of the Association members: e) To organize professional perfecting stages and seminars for its members; f) To undertake, with the member approval, the necessary steps to affiliate the Association to the similar international bodies; g) To initiate actions for the obtainment and direction of technical support and international specialty consulting, as well as the necessary financing for the accomplishment of the objectives of the current Statute; h) To insure the editing of specialty informative publications, summary works, and documentation studies, which deal with specific subject regarding the private pensions domain; i) To formulate unitary points of view regarding the participation of Association member to other association and bodies; j) To express and support common opinions of the members regarding the specialty legislation within the private pensions domain; k) To accomplish, through different other means, the established objectives, in accordance to the provisions of the current Statute; l) To collaborate with professional associations from domains with connect to the private pensions domain, collaboration which will be materialized through the signing of collaboration agreements. 7.2. The Association will undertake the activities mentioned at point 7.1. without affecting in any way the competencies of the other institutions of the private pension funds market. 7.3. For the purposes of reaching these objectives, the Association can purchase property and assets on the basis of internal administering procedures/regulations approved by the General Assembly CHAPTER III: THE PATRIMONY OF THE ASSOCIATION Art. 8 The patrimony of the Association is constituted of: 1. The subscriptions of the members deposited in the Association’s account. The yearly subscription owed by each member is of 1.000 Euro, equivalent in Lei at the BNR rate of exchange on the day of the payment. The amount of the subscription can be changed by GSM according to the provisions of the current statute. For the accomplishment of the Associations objectives, at the proposal of the Board of Directors, the General Assembly with a simple majority vote (1/2+1) of the members present and represented, can request of the member to pay an extra subscription; 2. The interests resulting from the placement of available sums, within the provisions of the law. 3. Donations of natural persons, both within the county and abroad. 4. Sponsorships from Romanian or foreign legal persons, within the provisions of the law. 5. Income from direct economic activities; 6. Resources obtained from the state budget and/or local budgets; 7. Other income within the provisions of the law. Art. 9 Member subscriptions 9.1 The subscription set at point 8.1 is paid in full by each member in the first quarter of the year for which it is due. The extra subscription, according to point 8.1 par. 2, is to be paid within 2 months of the decision by the General Assembly. 9.2 Delaying by more than 30 days the payment terms established according to the current statute leads to the proposal by the Board of Directors to exclude the member from A.P.A.P.R.. Between the exclusion proposal date and the payment date or validation of the exclusion proposal by the General Assembly, the member of A.P.A.P.R. is suspended by all rights which come from the member quality. During the suspension period the suspended member can not be empowered to represent any other member within A.P.A.P.R. 9.3. Honorific members do not pay a subscription. Art. 10 The accounts of the Association The Association can have bank accounts in lei and/or foreign currency opened at banks in Romania and or abroad. CHAPTER IV: THE MEMBERS OF THE ASSOCIATION, RIGHTS AND OBLIGATIONS Art. 11 Can become members of the Association legal persons which acquire the status of manager of pension funds according to the legal provisions in force, as well as the credit institution which are granted the status of depositary of private pensions. Each member will have a number of votes proportionate with the number of authorizations obtained from CSSPP, and especially as facultative pension funds and/or privately managed pension funds. The credit institutions which have obtained a depositary bank authorization both for facultative pension funds and privately managed pension funds will have a single vote in the General Assembly. The members of Association can not be represented or associated in an organization whose interests are in competition with or against the interests of the Association. A.P.A.P.R. is formed of: 1. Honorific members; 2. Members Art. 12 Honorific members, a maximum of 5 (five) are chosen by the General Assembly proposal of the Board of Directors from the natural persons whose professional activity in the financial-banking-insurance domain grants them the necessary experience to practice in the private pensions domain. Honorific members are chosen by the General Association Meeting with 2/3 of the votes of those present and represented, can not be named member in the Board of Directors and do not have a right to vote. Art. 13 The members of the Association are the legal persons mentioned in art. 11 and are not legal representatives of these entities. So as the members of the Association can be represented by any person who has the quality of legal representative at that time. 13.1 Members of the Association (both managing companies, as well as private pension funds depositaries) will be differentiated based of the number of participants that have adhered to the private pension funds managed by the respective members or are in the custody of the private pension funds depositaries. This differentiation will be done separately for managers and depositaries and is at the basis of the choosing algorithm for members of the Board of Directors, the President and the Vice-president. Art. 14 Legal persons which desire to become a member must fulfill the conditions from art. 11 and follow the procedure established in the current Statute. 14.1 To deposit at the Secretary of the Association an adherence request as a member, addressed to the President of the Association, together with a copy of the authorization decision as manager or depositary issued by the Committee for the Supervision of the Private Pensions System (CSSPP). The adherence request must contain the following: a) identification data of the company which desires to become a member (name, headquarters, Sole registration code, Trade Registry no. underwritten share capital, telephone, fax, e-mail, web address); b) identification data of the legal representatives of the company which desires to become a member (name and surname, function, telephone no., fax, e-mail address) c) the engagement to respect the provisions of the current statute and the regulations adopted by A.P.A.P.R. for its application d) the engagement to pay the subscription 14.2 The Board of Directors if obligated to decide upon the adherence requests in less than 30 days from their registration date at the Secretary of the Association. The decision of the Board of Directors is to be validated within the first General Assembly of the Association. 14.3 Until their validation at the first General Assembly, the members can use all of their rights except the one to vote. 14.4 The companies that hold membership within the A.P.A.P.R., but who currently do not meet the conditions foreseen in art. 11, since the adoption date of the current Statute they cease being members, without being necessary any legal formalities. Art. 15 Rights of the members 15.1 The members of the Association have the following rights: a) to practice the right of vote, in accordance to the provisions of the current Statute; b) to take part in all Association activities; c) to take part in all the General Assemblies of the Association; d) to submit and sustain the candidacy of some of their representatives to be chosen in the leadership bodies, Association management and financial control, in accordance to the provision of the current Statute; e) to use the name “member of the Association for Privately Managed Pensions of Romania”, without bringing prejudice to the Association’s interests. f) to consult the data bases, works, publications and any other documentary materials that the Association holds and to benefit from the programs initiated by the Association for the professional perfecting of its members. g) to collaborate at the publications of the Association; h) to bring to the knowledge of the Board of Directors and the censor regarding any problems that are connected to the leadership and administration of the Association, during any General Assemblies. i) to take part in Specialty Committees j) to take part in the debate of any issue from the day order of the General Assembly of the Association; k) to benefit, in an equal fashion, of all existing information which are related to the activity, managing procedures and internal regulations of the Association, including the information regarding the members of the Association. 15.2. Honorific members benefit from the following rights: a) to take part in the General Assemblies and other Association displays and present point of view regarding the problems currently in debate; b) to consult the publications and documentary material the Association holds; c) to benefit from the programs initiated by the Association for the professional perfecting of its members; d) to collaborate at the publications of the Association. 15.3. All members of the Association have the duty to contribute with their own resources (work time, meeting halls) for the accomplishment of the Association’s activities, for the minimizing of their expenses. Art. 16. Obligations of the members The members of the Association have the following obligations: a) to respect the Statute and the regulations of the Association; b) to respect the mandate given by the General Assembly, Board of Directors and not undertake individual actions which are against the aforementioned mandate in any form; c) to directly contribute to the accomplishment of the activities proposed by the Association; d) to elevate the professional standards of the activities of the private pension funds, to promote and respect the rules of professional ethics and conduct; e) to pay all monetary obligations established by the General Assembly of the Association; f) to restrain from any activity that will bring prejudice to the interests of the Association; g) to inform the leadership bodies of the Association regarding any discovered incompatibilities, regarding his quality as a member; h) through the undertaken activity to create the premises for the existence of a loyal competition climate in the private pension funds activity; i) to take part in Specialty Committees j) to inform A.P.A.P.R. regarding the problems that are brought to their knowledge or measures that they take regarding the common interests of the Association members. Art. 17 Suspension and annulment of the quality of member: 17.1. The quality of member is suspended in the following cases: a) Failure to pay the subscription within 30 calendar days from the limit date established through the current Statute; b) Failure to participate at any of 3 (three) consecutive General Assemblies; c) Through a decision of the leadership bodies of the Association, within the provisions established in the current Statute; d) On the suspension of the working authorization of the member company by the supervision and control bodies in their field of work; The effect of the suspension is the suspension of all membership rights granted through the current Statute. At the expiration date of the suspension, the member in question regains all previously attained rights. The suspension period for the situations from letters a, b and c is established by the General Assembly, at the proposal of the Board of Directors and is passed with the votes of 2/3 of the total of the members present. 17.2 The quality of member is annulled in the following cases: a) Withdrawal by the member; Any member of the Association has the right to withdraw for the Association, by depositing a request at the Secretary of the Association, with at least three months before the date at which he wishes to annul his membership, a request addressed to the President of the Association. b) The annulment/ withdrawal of the work authorization of the member company by the supervision and control body in their field of work; c) Death, in case of natural persons – honorific members; d) Exclusion. 17.3. The exclusion of a member can only be decided by the General Assembly, at the proposal of the Board of Directors, in case it is stated that the respective member did not follow the Statute and the regulations of the Association; 17.4. The respective member can participate in the General Assembly in which the proposal of the Board of Director is being debated, without having a right to vote, but with the possibility of defending his case, a defense that will be noted in the minutes of the meeting. 17.5. Withdrawal or exclusion of a member does not affect the obligation to pay the subscription owed until the membership ceases. CHAPTER V: THE ASSOCIATION’S ORGANIZATION AND LEADERSHIP Art. 18. The organizational structure of the Association 18.1. The bodies of the Association are the following: a) The General Assembly – the supreme leadership body of the Association; b) The Board of Directors – the management body of the Association; c) The Censor – the internal financial control body of the Association. 18.2. The current activity of the Association is undertaken through the Secretary of the Association, which is done by the company where the President of the Association does his activity. 18.3. The leadership and management bodies will function on the basis of transparent internal regulations, of such a nature as to allow the verification of their activity and of the chosen members and avoid any conflict of interests or direct or indirect gains resulting from the occupation of a position in these bodies, as well as penalties for the breach of the aforementioned regulations. Art. 19 The legal representation of the Association 19.1. The Association is legally represented in its relations with third parties by the President of the Association. For relation with the mass-media, the Association is represented by the President and Vice-President, they being the only ones in a position to make statements in the name of Association. In case a decision of the General Assembly is against the interests of a member, he will have the right to make his position public, being however obligated to mention the decision of the majority of the Association members. 19.2. The President can delegate the legal representation to the Vice-President, though a mandate. 19.3. No members of the Board of Directors or any other members of the Association can make statements, represent the Association in relations with third parties or with the mass-media or take decision on behalf of the Association, unless so mentioned in the current Statute; 19.4. Failure to respect art. 19.3 determines the exclusion the respective member. 19.5. The members of the Specialty Committee have no representation powers, that being possible only through a request to and a mandate by the Board of Directors. Art. 20 The General Assembly 20.1. The General Assembly is the leadership body of the Association and is formed of all the members of A.P.A.P.R.. The General Assembly is convoked quarterly in ordinary sessions or however many times needed in extraordinary sessions. 20.2. Convocation of the General Assembly a) the initiative to convoke the General Assembly belongs to the President. The Extraordinary General Assembly can only be convoked by the Board of Directors at their initiative or at the express request of 3 (three) members of the Association, which have the right to propose the convocation of the Extraordinary General Assembly. b) The convocation of the General Assembly is done through electronic mail (e-mail) or registered mail, with at least 10 days before the date of the Assembly, by the Secretary of the Association and specifies the date, the hour, the meeting place and the program of the General Assembly; c) in case during the respective General Assembly modifications to the Statute of the Association will be discussed, the convocation will contain the integral text of the proposed modifications; d) Materials which form the basis for the discussion of the issues from the program will be transmitted to the members in form foreseen at let. b) with at least 5 calendar days prior to the date of the General Assembly 20.3. For the deliberations of the General Assembly to be valid at least 2/3 of the members with a right to vote must be present, except when the Statute states otherwise. 20.4. In case the condition specified at point 20.3. is not met, the following General Assembly will take place at a pre-arranged date that was communicated through the letter of convocation, being statutory, able to discuss and take decisions, regardless of the number of members present and represented. 20.5. The sessions of the General Assembly will be presided by the President of the Association. 20.6. Participation at the General Assembly: a) Participation can either be direct or through representation; b) Direct participation can be done by the President of the Board of Administration or by the General Manager of the member company or by a person within the company empowered in such a way by the aforementioned persons. For each General Assembly the mandates will be certified by the General Secretary. c) Each member can delegate, through a mandate, the use of his right to vote to another member present at the General Assembly. One member can not represent more than two absent members, with the exception of the vote to elect/revoke the members of the Board of Directors or the modification of the Statute, when a member can only represent one more member. 20.7. The use of the right to vote a) Each member of the Association has the right to vote according to art. 11 of the Statute. The use of the right to vote is suspended for the member that fall into one of the suspension situations foreseen in the current Statute; b) Usually, the decisions of the General Assembly are done through an open vote, with the exception of the election or revocation of the members of the Board of Directors and of the Censor, which are, mandatory, done through a secret vote. The proposal to go to a secret vote is subject to the approval of the present members, and the Assembly will decide upon this with a simple majority; c) The member of the Association who, for a certain issue subject to the decision of the General Assembly, has a personal interest or an interest through his spouse or through his parentage or descendants, collateral relatives until the fourth rank, inclusive, can not take part in the vote; d) The member of the Association that breaches the provisions of let. c) is responsible by the damages caused to the Association if without his vote, a majority would not have been achieved. 20.8. The decisions of the General Assembly a) At the first convocation, the decision of the General Assembly are passed with a simple majority (1/2+1) of the valid votes expressed by the present and represented members, regardless of their number, unless otherwise stated by the current Statute; b) In case failing to meet quorum conditions for the first convocation, on the second convocation, the decision of the General Meetings are taken with a simple majority (1/2+1) of the valid votes expressed by the present and represented members, regardless of their number, unless otherwise stated by the current Statute; c) Decision regarding the exclusion of a member, revocation of the President of the Association, of the Members of the Board of Directors, of the censor, as well as those that target the approval of the honorific members, of the contents of the mandate of the Board of Directors, of the budget and balance of the Association are taken with the votes of 2/3 of the total number of votes expressed by the members present and represented, with the condition that the number of members present and represented is not smaller than 2/3 of the total number of the members of the Association; d) The decision to modify the Statute of the Association, as well as those regarding the dissolution, liquidation and/or estrangement of the patrimony is taken with the votes of 3/4 of the number of member present and represented, with the condition that the number of members present and represented is not smaller than 2/3 of the total number of the members of the Association; e) election of the members of the Board of Directors, as well as that of the censor will be done in the decreasing order of the number of votes, with the condition that the number of members present and represented is not smaller than 2/3 of the total number of the members of the Association; f) Decisions regarding other issues than those foreseen in the current article can be taken through the electronic system, e-mail or fax, based on the decision of the Board of Directors, with a simple majority of the votes expressed by members. These decisions will be validated at the first General Assembly; g) The works on the General Assembly will be noted in a minute signed by the President of the Association; h) Decisions taken by the General Assembly, within the law and the current Statute, are mandatory even for the member that did not take part in the General Assembly or have voted against; i) Decisions taken by the General Assembly, against the law or the provisions of the current Statute, can be attacked in court by any of the members that have not taken part in the General Assembly or that have voted against and have chosen to insert this in the sessions minutes, within 15 days since they became aware of the decision or from the date of the sessions, as the case may be. 20.9. The attributions of the General Assembly: a) to propose and approve with 2/3 of the valid votes of the members present and represented the contents of the mandate of the Board of Directors for the activity they will do in one year of the mandate. b) to elect and revoke the member of the Board of Directors, including the President and Vice-President c) to elect and revoke the censor and establish the amount of indemnities and other pecuniary rights for them d) to chose the Presidents of the Specialty Committees, which were assigned by the Board of Directors; e) to ratify the decisions of the Board of Directors regarding the receival of new members; f) to approve the yearly balance and the censor’s report; g) to approve the internal regulations/management procedures, activity raport of the Board of Directors and their management discharge h) to adopt the income and expenses budget of the Association and establishes the quantum of the adherence subscription and the extra subscription due by members at the proposal of the Board of Directors; i) to decide regarding the contracting of bank loans, pledging, mortgaging and renting the assets in the ownership of the Association; j) to decide regarding the participation of A.P.A.P.R. in commercial companies; k) to decide regarding the modification of the Association’s Statute; l) to decide regarding any actions in court against the President, the members of the Board of Directors or the censor for any prejudice against the Association; m) to decide regarding the adherence/affiliation of A.P.A.P.R. to any federations, unions or similar associations abroad; n) to approve the proposals regarding the receival by the Association of donations, legates, and subventions, following the fulfillment of the honorability conditions and the inexistency of any conflict of interests. o) to analyze and approve the yearly activity report of the Association, as well as the way to use the funds from the yearly subscriptions from its members, correlated with the fulfillment of the attributions foreseen in the current Statute; p) to decide regarding the incorporation of branches and any other issues that enter in the activity sphere of the Association; s) to solve the contestations introduced against the penalizing measures taken against the members. Art. 21. The organization and functioning of the Board of Directors 21.1. The Board of Directors is composed of 5 members, out of which one is President and another is Vice-President. A number of 3 (three) members of the Board of Directors, including the President, will be elected from the first half of the board that contains the members of the Association that have the highest market shares and that have the capacity of managers in the private pension funds domain, proportionate to the market share, whilst the other 2 (two) members, including the Vice-President, will be elected, proportionate to their market share, from member companies that have the capacity of managers in the private pension funds domain and that are in the second half of the board. The members of the Board of Directors can be chosen only from member companies that have the quality of managers in the private pension funds domain. 21.2. The election of the President, of the Vice-president, of the members of the Board of Directors is done by the General Assembly. 21.3. The member of the Board of Directors, with the exception of the President and the Vice-president, are chosen for a 2 (two) year mandate. 21.4. The President and the Vice-president are chosen by the General Assembly for a duration of 3 (three) year and are, by right, member of the Board of Directors. At the expiration of the mandate, they can only be re-elected for another consecutive mandate. Both the President and the Vice-president must have a good understanding of the English language, and at least one of them must be a native speaker of Romanian. 21.5. The Board of Directors reunites every time it is necessary, but at least once a month and the decisions are taken through a consensus; in case the consensus can not be reached, the decision will be taken with a simple majority of the members present. Debates will be noted in a minute. Member companies will be informed of the decisions taken by the Board of Directors 21.6. Eligibility criteria for the Board of Directors The members of the Association’s Board of Directors must cumulatively fulfill the following conditions: a) to be graduates of higher education institutions; b) to have at least 5 years of experience in the financial, banking, legal or investment funds management domains; c) to not be penalized by any of the supervision and control bodies from the banking and financial domain within the last 2 years. d) to enjoy a good reputation and moral integrity; e) to not have suffered convictions or criminal penalties which are final and irrevocable In addition, the President must fulfill, cumulatively, the following conditions f) to know at least one foreign language with international use. g) to have at least 3 years of managerial experience h) to have professional knowledge and experience of at least 5 years in the financial, banking or legal domains. 21.7. The candidates will present, together with their application, an affidavit regarding the fulfillment of the aforementioned conditions, mentioning and explaining any elements of such a nature as to affect their honorability (ongoing criminal investigations, public charges, etc.), as well as in connection with the existence of any potential conflict of interests due to its activity or their affiliates in institutions of the private pension funds market. In case there are elements of such a nature as those foreseen in the previous paragraph, they will be brought to the knowledge of the General Assembly, so that a decision regarding the acceptance or refusal of the candidacy. 21.8. The ceasing of the mandate of the President, of the members of the Board of Directors and of the Presidents of the Specialty Committees For the duration of the mandate, the President, the members of the Board of Directors and the Presidents of the Specialty Committees can cease their respective functions for the following motives: a) death; b) resignation or any other withdrawal; c) failure to respect the decisions of the General Assembly; d) failure to fulfill, at some point, after the election, of any of the criteria from point 21.5. e) the existence of any conflicts of interests Stating and deciding the revocation in the aforementioned cases is done within the Board of Directors and will be validated at the first General Assembly If the reason of the revocation represent a failure of the criteria foreseen in art. 21.7 let (d), the Board of Directors can be revoked as a whole, and only by the General Assembly. 21.9. The attributions of the Board of Directors: a) to propose to the General Assembly the modifications of the Association’s Statute b) to respect the contents of the mandate established by the General Assembly and take all the necessary measures for the fulfillment of this mandate. Failure to respect the mandate or any individual action of a member that does not fit within the limits of the mandate leads to the exclusion of the member from the Association. c) to regularly report to the General Assembly of actions taken for the fulfillment of the mandate d) to draw-up the budget project, to be subjected to the approval of the General Meeting; e) to establish the daily program of the General Meeting; f) to present and submit to the approval of the General Meeting the balance, together with the censor’s report. g) to make a decision regarding the adherence requests and propose the exclusion of members from the Association, within the provisions of the current Statute; h) to approve the organizational structure of the Association; i) to approve the execution or annulment of civil and commercial agreements, with the exception of those that fall within the exclusive competence of the General Assembly; j) to practice the right of voting, in accordance to the provisions of the current Statute; k) to propose to the General Assembly the receival approval by the Association, of donations, legates and subventions, following the fulfillment of honorability conditions and the inexistency of conflicts of interests.; l) to exercise any other competencies delegated by the General Assembly, according to the provisions of the current Statute and the regulations of the Association. 21.10. The decisions of the Board of Directors will be taken through a consensus, and in case the consensus can not be established, the decision will be taken with the simple majority of the members present. Art. 22. The President and Vice-president of A.P.A.P.R. 22.1. The President is the legal representative of A.P.A.P.R. for relations with natural and legal persons, as well as in front of any court authority 22.2. The President has the following attributions: a) leads, supervises and guides the activity of A.P.A.P.R. b) executes any form of legal documents adjacent to the purposes of the Association and engages the patrimony of the Association, in accordance to the current statute and/or approved norms by the Board of Directors, as the case may be. c) insures the collaboration of A.P.A.P.R. with the central and local public authorities, supervisory authorities and other non-governmental authorities; d) insures the drawing-up of reports and any other materials, including of the sales and expenses budget and the yearly activity report, which are subject to the analysis and approval of the General Assembly; e) approves , within the limits of the approved budget, the issuance of funds for the activity of the Association f) periodically informs the Board of Directors on the accomplishment stage of the decisions taken at the level of A.P.A.P.R. g) insures the convocation of the General Assembly and the Board of Directors and leads the work sessions. 22.3. The Vice-president of A.P.A.P.R. supports the activity of the President whenever it is necessary, taking over his attributions in the cases mentioned by the current Statute. Art. 23 The Censor 23.1.The Censor insures the internal financial control of the Association, is elected for a mandate of 2 years and must be an expert accountant ; for the same period and in the same conditions a supplemental censor is chosen which will not be remunerated unless he uses his attributions as a censor. 23.2. The eligibility criteria of the censor (which must be cumulatively completed) are the following: a) to be a Romanian citizen with the residence in Romania b) to be a graduate of a higher education institution; b) to have at least 5 years of experience in the economic, financial, banking, insurance or legal domains; d) to enjoy a good reputation and moral integrity; e) to not have suffered convictions or criminal penalties which are final and irrevocable f) to not be a relative of the fourth degree, inclusive, or a spouse of one of the member of the Board of Directors The candidates must present, together with their application, an affidavit regarding the fulfillment of the aforementioned criteria, mentioning and explaining any elements of such a nature as to affect their honorability (ongoing criminal investigations, public charges, etc.), as well as in connection with the existence of any potential conflict of interests due to its activity or their affiliates in institutions of the private pension funds market. In case there are elements of such a nature as those foreseen in the previous paragraph, they will be brought to the knowledge of the Board of Directors, so that a decision regarding the censor may be taken 23.3. The censor must personally accomplish his mandate within the Association. 23.4. The attributions of the Censor: a) During the financial year, verify the fixed and circulatory funds and assets, accounting books and forward monthly reports to the Board of Directors, presenting the results of the verification; b) At the closing of the financial year, to control the exactness of the inventory, of the documents and of the information presented by the Board of Directors regarding the accounts, the balance and the profit and loss account, presenting to the General Assembly a written report. c) At the liquidation of the Association to control the liquidation operations. 23.5. The attributions of the Censor, as well as the way these are done are in completion of the legal provisions for this matter. Art. 24. The Specialty Committees of A.P.A.P.R. 24.1 Within the A.P.A.P.R. will function 7 (seven) Specialty Committee, which will activate in the following fields: legal, actuarial, operations, marketing, financial-accounting, investments and disciplinary. 24.2. Each Committee will be formed of 4 (four) specialists and be coordinated by one person who must be a good connoisseur of the private pension funds domain. The coordinators of the 7 (seven) Specialty Committees are chosen from the members of the Board of Directors. 24.3. The members of the Specialty Committees are assigned by the Board of Directors, on the basis of the proposals forwarded by the member companies 24.4 The activity of each Committee is established by the Board of Directors and is part of the mandate given by the General Assembly to the Board of Directors 24.5. After each meeting with the representatives of the aforementioned institutions and bodies, through the care of the Committee’s coordinator a minute of the meeting by the member that gave the meeting hall, a document which will be transmitted to all of the members of the Association within 7 (seven) calendar days from the date of the meeting Art. 25 The Secretary of the Association 25.1 The operational activity of the Association is ensured by the Secretary of the Association 25.2. The primary attributions of the Secretary of the Association are: a) to create the organizational frame necessary for the correct and efficient fulfillment of the Associations objectives; b) to prepare the development of the General Assembly of the Association and the convocation of its members; c) to prepare the development of the meeting of the Board of Directors of the Associations; d) to keep a record of the subscription payments; e) to draw-up and keep the minutes of the General Assembly and of the meetings of the Board of Directors and to insure the consulting conditions by the members of the Association, as well as the operational transmittal of the results of the decision and the resolutions of the leadership and management bodies of the Association; f) to insure the permanent link between the members of the Association, as well as between them and the leadership bodies of the Association; g) to organize the archival and keeping of the documents of the Association, according to the norms in force; h) other attributions that arise from the current Statute. CHAPTER VI: RESPONSIBILITY OF THE MEMBERS. PENALITES Art. 26 Penalties 26.1. The Board of Directors can propose to the General Assembly the application of a penalty only after the analysis of the report of the discipline committee. On the basis of the proposal of the Board of Directors, the General Assembly has the competence to decide and enforce the following penalties: a) warning b) suspension of the member c) exclusion of the member 26.2 The penalties from point 26.1. are applied in the following cases: a) Failure to respect the obligations that are imputed to each member, according to the provisions of the current Statute and of the regulations of the Association b) The undertaking of activities which are against the objectives established at Chapter II of the current Statute; c) Other facts that brings prejudice to the common interest of the members of the Association. 26.3. The Board of Directors will subject to the approval of the General Assembly the procedural norms regarding the solving via arbitration of conflicts which may appear within the Association and/or between the Association and its members. CHAPTER VII: DISSOLUTION AND LIQUIDATION OF THE ASSOCIATION Art. 27 Dissolution and liquidation 27.1. The Association loses its legal status and dissolves in accordance to the legal provisions 27.2 At the dissolution of the Association, the liquidation of the patrimony is done according to law 27.3 After the dissolution of the Association and the payment of all debts and obligations of any kind, the remaining funds and assets will be shared amongst the members of the Association at the date of the decision of liquidation, proportionate to the age (years and months) calculated from the date of approval of the Board of Directors regarding its admittance in the Association. The members who left the Association before the date of the decision of liquidation do not participate in the sharing of the remaining patrimony, regardless of the reason they left the Association. CHAPTER VIII: SOLVING OF LITIGATIONS Art. 28 Litigations between the members of the Association Litigations which appear between the members of the Association, between the members and the Association will be given to judgment to an Honor Council, formed by 3 members, chosen by the General Assembly Art. 29 Litigations with third parties Any litigations between the Association and third parties will be solved amiably or, if that is not possible, by the competent legal courts. CHAPTER IX: FINAL DISPOSITIONS Art. 30 The name, headquarters, shield and stamp of the Association will be presented in all of the documents issued by them Art. 31 The current Statute is completed by legal disposition in this field. |