AGM Information • Jan 30, 2014
AGM Information
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GENERAL MEETING OF KOMERČNÍ BANKA, a. s., ON 28 JANUARY 2014
The general meeting approves the Rules of Order and of Voting of the general meeting of Komerční banka, a. s., in accordance with the proposal submitted by the Board of Directors.
The number of valid votes cast was 30,763,804. These votes were attached to 30,763,804 shares representing 81.45 per cent of the registered capital of Komerční banka, a. s., reduced by shares in the nominal value of CZK 119 336 000 which can not be used to exercise voting rights.
30,763,804 of the valid votes cast were for the proposal representing 100 per cent of the votes present. None of the valid votes cast was against the proposal representing 0 per cent of the votes present. None of the votes cast abstained on this proposal representing 0 per cent of the votes present.
The general meeting elects:
Mr. Pavel Henzl as chair of the General Meeting,
Ms. Marcela Ulrichová as the minutes clerk,
Ms. Marie Bartošová and Mr. Jaroslav Hoch as the minutes verifiers, and
Mr. Antonín Králík and Mr. Václav Novotný as the scrutineers.
The number of valid votes cast was 30,763,804. These votes were attached to 30,763,804 shares representing 81.45 per cent of the registered capital of Komerční banka, a. s., reduced by shares in the nominal value of CZK 119 336 000 which can not be used to exercise voting rights.
27,413,604 of the valid votes cast were for the proposal representing 89.109929 per cent of the votes present. None of the valid votes cast was against the proposal representing 0 per cent of the votes present. 3,350,200 of the votes cast abstained on this proposal representing 10.890071 per cent of the votes present.
The general meeting decided to amend the Bank's Articles of Association in force as follows:
(1) The trade name of the company shall be "Komerční banka, a. s." (hereinafter referred to as "the Bank").
(2) The trade name of the Bank shall not be translated into foreign languages.
(3) The registered office of the Bank shall be at Prague.
(4) The Bank has been registered in the Register of Companies maintained with the Metropolitan Court of Prague, Section B, Entry 1360.
(5) The Bank has been established for an indefinite period of time.
(6) The address of the Bank's website is www.kb.cz.
(1) The Bank shall carry on business pursuant to Act No. 21/1992 Coll., the Banking Act, as amended (hereinafter referred to as "the Banking Act"). The business activities of the Bank shall include:
(2) The Bank shall further carry on business activities for another as long as they relate to the operation of the Bank and to the operation of other banks, saving and credit associations, securities traders, insurance companies, reinsurance companies, financial institutions and enterprises that provide supporting banking services that are controlled by the Bank. The extent of the business activities shall cover:
The registered capital of the Bank shall be CZK 19,004,926,000.
The Bank's registered capital specified under Section 3 shall be divided into 38,009,852 ordinary bearer shares admitted to trading in the European regulated market, each of a nominal value of CZK 500 issued as an uncertificated security. One vote is attached to one share; the total number of votes attached to the shares shall be 38,009,852.
(1) Both legal entities and natural persons (individuals) may become shareholders of the Bank.
(2) Any shareholder is entitled to attend the General Meeting and to vote thereat, to request and receive explanation regarding matters concerning the Bank or entities controlled by the Bank, if such explanation is necessary for the assessment of the content of the matters included in the General Meeting agenda or for the exercise of his shareholder rights thereat. The explanation can be provided in the form of a summary answer to several questions of similar content. The shareholder shall be deemed to have received an explanation also if the information was posted on the Bank's website no later than on the day preceding the day of the General Meeting and is available to shareholders in the place where the General Meeting is held. Any shareholder is entitled to file proposals or counter-proposals to matters included in the General Meeting agenda. Should a shareholder intend to file a counter-proposal to matters included in the General Meeting agenda, he shall deliver the counter-proposal to the Bank in reasonable time prior to the General Meeting, however, no later than 10 days prior to the General Meeting. The above shall not apply provided that the proposals regard the election of specific persons to the bodies of the Bank. These individuals must meet the requirements set forth by the generally binding legal regulations for the performance of their service. The Board of Directors shall inform shareholders of the wording of the shareholder's counter-proposal and the Board's opinion thereon in the same manner as used for convening the General Meeting. This shall not apply if the notification was delivered less than two days prior to the date when the General Meeting is held, or if the cost thereof was grossly disproportionate to the significance and content of the counterproposal, or if the text of the counter-proposal contains more than 100 words. If the counter-proposal contains more than 100 words, the Board of Directors shall notify shareholders of the core of the counter-proposal and their opinion thereon and post the counter-proposal on the Bank's website. Any shareholder has the right to make proposals regarding matters which will be included in the agenda of the General Meeting also before the publication of the Notice of General Meeting. The Board of Directors shall publish each proposal that will be delivered to the Bank no later than seven days prior to the publication of the Notice of General Meeting and their opinion thereon together with such Notice.
3) The shareholders shall be entitled to exercise their rights at the General Meeting either in person or through a natural person or legal entity (a proxy) under the terms and conditions specified by law (hereinafter referred to as "the Attending Shareholder"). The proxy must be in writing and must show whether it may be used by the proxy holder to represent the principal at one or more General Meetings. A form of proxy is available to shareholders either in paper form at the Bank's head office or on the Bank's website from the day of publication of the Notice of General Meeting. The Bank shall make it possible for shareholders to send a notification of the grant of a proxy to a person appointed to represent a shareholder at the General Meeting or of the revocation of such proxy electronically. The notification must be furnished with a guaranteed electronic signature established on the basis of a qualified certificate issued by an accredited certification service provider. Should a notification fail to allow the Bank to make a clear identification of the signatory, the Bank shall have a right to request that the notifier indicate the certification service provider that issued his certificate and that keeps his records, or that the notifier attach the certificate to the notification and give consent to the disclosure of his personal data by the certification service provider, so that the Bank may verify his identity. Should the verification of the notifier's identity not be possible, the shareholder's proxy must submit his proxy upon registration at the General Meeting. This fact shall be notified to the notifier by the Bank, if possible, to the e-mail address indicated by the notifier. The details on the receipt of such notifications and the requirements with respect to their content shall be specified by the Board of Directors on the Bank's website www.kb.cz. When being registered as present at the General Meeting, the shareholders shall provide evidence of their identity by means of an identity document. In addition, a member of a governing body of a shareholder that is a legal entity shall also submit an up-to-date excerpt from the relevant public register or another document evidencing his right to act on behalf of the company concerned, When being registered as present at the General Meeting, the shareholder's proxy shall provide evidence of his identity by means of an identity document and shall submit a written proxy, unless the law provides otherwise. A person registered with the uncertificated securities registry as an administrator or as a person authorized to exercise rights attached to a share does not need to submit a proxy. A representative, whose right to represent a shareholder arises from a fact other than a proxy, is obliged to provide evidence of this fact.
(4) The General Meeting may be attended by any shareholder registered in the statutory register of securities as a owner of shares of the Bank as of the seventh calendar day prior to the date of the General Meeting (i.e. the decisive date for the right of the shareholder to attend the General Meeting). The Bank's Board of Directors shall place an application for an excerpt from the statutory register of securities as of the decisive date. Persons that are designated by the CNB in the statutory register of securities, persons not mentioned therein, or persons empowered by these persons may not attend the General Meeting.
(5) The voting right belonging to a shareholder is governed by the nominal value of their shares; each CZK 500 of the nominal value of the shares shall represent one vote. The vote shall not be further divisible. Votes shall be cast by ballot. The proposal of the Board of Directors or, as the case may be, the proposal of the Supervisory Board, if it convened the General Meeting, if any, shall be voted upon first. Should the proposal of the Board of Directors or of the Supervisory Board, if it convened the General Meeting, be accepted, other proposals shall not be voted upon. Other proposals shall be voted upon in the sequence in which they were filed. If a notarial record is to be drawn up concerning the resolution of the General Meeting, the Chairman of the General Meeting shall be obliged to administer the casting of votes in such a manner that a notarial record of the resolution of the General Meeting containing all statutory requirements may be drawn up.
(6) Any requests for explanation shall be made by the Attending Shareholder orally upon invitation by the Chairman of the General Meeting or in writing and placed at a designated place. Each shareholder has a limited time to present his proposal; the time limit shall be 10 minutes maximum. Any shareholder's proposal or counterproposal made in writing may be presented by the Chairman of the General Meeting. The Chairman of the General Meeting shall be obliged to ensure that all requests for explanation of matters be answered, as long as such matters form the subject of the agenda of the General Meeting and the requests are made in the course of the General Meeting in accordance with these Articles of Association. If an explanation cannot be provided due to its complexity, it shall be provided to shareholders within 15 days of the day of the General Meeting. The wording of the answer shall be available to shareholders on the Bank's website. Any Attending Shareholder shall be entitled to request that the minutes clerk of the General Meeting include a protest concerning a resolution of the General Meeting in the minutes of the General Meeting.
(7) The right to receive a share of the profit, the pre-emptive right to subscribe for shares and convertible and priority bonds and the right to an interest in the liquidation balance otherwise associated with a share may be transferred separately.
(8) The shareholder or shareholders of the Bank holding shares the total nominal value of which reaches at least 1 % of the Bank's registered capital may:
(9) No shareholder shall be entitled to demand that the investments the shareholder invested in the Bank in order to acquire or increase their holding in the Bank be returned either in the course of the Bank's existence or upon its winding up. However, in the event of the Bank's dissolution and subsequent liquidation, the shareholders shall have the right to an adequate interest in the liquidation balance of the Bank.
(10) Any shareholder shall be entitled to ask the Board of Directors to produce a copy of the minutes of any General Meeting or a part thereof throughout the Bank's existence. Such request shall be in writing. The copy of the minutes or a part thereof shall be made at the expense of the Bank. The copy of the minutes or a part thereof shall be available to the shareholder no later than within thirty days from the date of receipt by the Bank of the shareholder's request, however, not earlier than on the sixteenth day following the end of the General Meeting concerned.
(1) The shareholder shall be entitled to a proportion of the Bank's profit (a dividend) which was approved for distribution to the Shareholders by the General Meeting taking into account the Bank's financial results and the payment of which was decided upon by the Board of Directors based on the fulfilment of the terms and conditions specified by the generally binding legal regulations. .
(2) The Board of Directors may give an order to the person authorized to maintain the central register of uncertificated securities for registration of separately transferable rights to a share in the profit payable.
(3) The record date to assert the right to a share in profit is the same as the record date for a shareholder to be entitled to attend the General Meeting. The right to a share in profit shall thus belong to any shareholder owning shares on the seventh calendar day prior to the date of the General Meeting which approved the share of the profit to be distributed among shareholders. The share in profit shall become payable upon expiration of thirty days following the date of the General Meeting which took the resolution on the distribution of profit.
(5) Where a share in profit is remitted to legal entities by bank transfer, the Bank shall remit the share in the profit no later than within five working days of receiving the required documents, however, on the due date for the payment of the share in the profit at the earliest. The required documents shall be as follows: a request for the payment of a share in the profit containing the relevant banking details and an updated and officially verified statement from the competent public registry or another document proving the existence of the legal entity. The signature of a member of the shareholder's governing body (or its representative) subscribed at the request for the payment of a share in profit must be attested. In addition, if a shareholder is represented by another legal entity or natural person, such representative shall be obliged to deliver officially verified powers of attorney from all entities so represented with the exception of the security administrator entered in the central register of uncertificated securities, and its updated and officially verified excerpt from the competent public register or another document proving its existence. If the excerpt from the issue's register only states the information about the share's administrator, the shareholder shall be obligated to submit a property account statement of the security's owner. The Bank shall not assume responsibility for the accuracy and completeness of the data stated by the shareholder.
(6) The Bank's obligation to pay the share in profit, in the event of a bank transfer, shall be discharged upon debiting the dividend from the Bank's account.
(7) The right to claim a share in profit shall lapse 3 years from the day when the shareholder learnt of the due date for the payment of the share in profit or when he could or should have learnt this, however, no later than within 10 years of the due date. .
(8) The information on the proposed profit share amount and the information about the method of its payment shall be published by the Board of Directors in the notice of General Meeting and on the Bank's website 30 days prior to the date of the General Meeting. The results of the vote on profit share payment shall be made public by the Board of Directors without undue delay after the General Meeting on the Bank's website and on www.londonstockexchange.com.
(9) Based on a resolution of the General Meeting, profit share payment may take the form of Bank's treasury shares instead of money.
The Bank has chosen the dualistic system of its internal structure.
The General Meeting shall be the supreme body of the Bank.
It is within the powers of the General Meeting to:
b) decide on a change in the amount of the registered capital; the registered capital may only be reduced after prior approval of the Czech National Bank unless it is reduced to cover a loss;
c) elect and remove members of the Supervisory Board, elect and remove members of the Audit Committee;
(1) The Regular General Meeting is held at least once a year, however no later than four months from the last day of the preceding accounting period. The General Meeting shall be convened by the Board of Directors or, as the case may be, by a member of the Board of Directors if the Board of Directors fails to convene it without undue delay and the law stipulates a duty to convene the same or if the Board of Directors lacks a quorum long term, unless the generally binding legal regulations specify otherwise.
(2) The General Meeting shall also be held if so requested by the shareholders as specified under Section 5, subsection (8). The Board of Directors shall convene the General Meeting upon request of these shareholders where the requirements of the Articles of Association and of the Corporations Act are met.
(3) The Supervisory Board shall convene the General Meeting if it is in the interest of the Bank. The Supervisory Board shall then submit necessary proposals to the General Meeting. The Supervisory Board shall also convene the General Meeting in the case that the Bank does not have a Board of Directors or if the elected Board of Directors fails to perform their duties long term and the General Meeting fails to be convened by any of its members. If, in such case, the Supervisory Board fails to convene the General Meeting, the General Meeting may be convened by any member of the Supervisory Board.
(4) The General Meeting shall be convened by means of a public notice of General Meeting posted on the Bank's website www.kb.cz, on the notice board in the Bank's registered office and on the website www.londonstockexchange.com at least thirty days prior to the date of the General Meeting. Sending the notice to the shareholder's address is replaced by publishing the notice in the Mladá fronta DNES daily. Other documents relating to the General Meeting debate the publication of which is required by the law shall be published on the Bank's website. The notice of General Meeting shall contain at least the following:
Should any alteration of the Articles of Association be on the agenda of the General Meeting, the Bank shall allow each shareholder to inspect the draft amendments to the Articles of Association free of charge within the time period specified in the notice of General Meeting.
(5) When the Board of Directors is requested by the shareholders specified under Section 5, subsection (8) to convene a General Meeting, such General Meeting must be convened so that it would take place no later than within fifty days of the date on which the request to such effect is delivered to the Board of Directors. Should the Board of Directors fail to convene the General Meeting within such period of time, such shareholders may apply to the competent court of justice for an order to authorise the shareholders to convene the General Meeting and to execute any acts associated therewith on behalf of the Bank. The notice of General Meeting shall be made public in the manner specified under Section 9, subsection (4) at least twenty one days prior to the date of the General Meeting.
(6) Should a substitute General Meeting be convened due to the failure to constitute a quorum at the Regular General Meeting, Section 12, subsection (2) of the Articles of Association shall apply to the process of the convening.
(7) Upon the request of the shareholders specified under Section 5, subsection (8), the Board of Directors shall declare the matter specified by these shareholders to be the subject of the agenda of the General Meeting. Should such request be delivered after the publication of the notice of General Meeting, the Board of Directors shall publish an amendment to the agenda of the General Meeting no later than 5 days prior to the record date in the manner stipulated for the convening of the General Meeting by the Corporations Act and the Articles of Association. If such publication is no longer possible, such issue may be included in the agenda of the General Meeting only as specified in the following subsection.
(8) Matters which were not included in the proposed General Meeting agenda may only be discussed or decided upon by the General Meeting with the consent of all shareholders.
(9) The Board of Directors shall inform the Supervisory Board and the Audit Committee of the day of the General Meeting no later than within the period of time specified by the Corporations Act for a General Meeting to be convened.
(10) The General Meeting may be revoked or postponed. The revocation or postponement of the General Meeting shall be communicated in the manner stipulated by the Corporations Act and the Articles of Association for the convening of the General Meeting no later than one week prior to the originally scheduled date of the General Meeting; otherwise the Bank shall be obliged to reimburse all reasonable expenses of the shareholders who arrived in accordance with the original notice relating thereto. The General Meeting may only be revoked and the date of a General Meeting may only be changed by the person who convened the same. Where the General Meeting was convened upon request of the shareholders specified under Section 5, subsection (8), it may be revoked or postponed only if the shareholders concerned agree thereto. A new date for the General Meeting shall be determined in accordance with the period of time specified hereunder regarding the convening of the General Meeting.
(1) The Attending Shareholders or their proxies shall sign at the General Meeting an attendance list which shall contain the following details: trade name or name and registered office if a shareholder is a legal entity, or name and residential address if a shareholder is a natural person (an individual) or a shareholder's proxy; nominal value of the shares that constitute the shareholder's (his proxy's) entitlement to vote and, as the case may be, a statement that the shares have no voting rights attached thereto. Should the Bank refuse to enter a certain person in the list of attending shareholders, this fact shall be noted in the list together with the reasons therefor. The accuracy of the attendance list shall be certified by the signatures of the convenor of the General Meeting or a person designated by the latter and present at the registration of shareholders.
(2) Members of the Supervisory Board, members of the Board of Directors, chairman of the Audit Committee or, as the case may be, vice-chairman or another authorized member of this Committee shall attend the General Meeting of the Bank.
(3) The Board of Directors may authorise employees of the Bank or third parties (hereinafter referred to as "the Authorised Persons") to attend the General Meeting in order to ensure the same in terms of organisational and technical aspects. The Board of Directors shall be obliged to bind such Authorised Persons to maintain confidentiality concerning confidential facts and information that might cause loss to the Bank. The Authorised Persons shall be, in particular, entitled to examine the right of the shareholder or their proxy to attend the General Meeting as specified by the generally binding legal regulations and the Articles of Association. Until scrutineers are elected, the Authorised Persons shall be entitled to perform their duties
(4) The General Meeting shall be opened by the convener or a person designated by the latter. The person who opens the General Meeting shall organize the election of the Chairman of the General Meeting, one or two verifiers of the minutes, the minutes clerk and the persons to count votes cast (scrutineers). The election shall be governed by the provisions of Section 5, subsection (5). The Chairman of the General Meeting shall then preside at the General Meeting. Rules concerning the technique of the procedure and voting of the General Meeting as well as other details can be specified by the Rules of Procedure if such Rules of Procedure are approved by the General Meeting.
(5) Should any of the elected officers, in accordance with subsection (4), cease to hold their office during the General Meeting, the General Meeting shall elect a new officer. Such election shall be organised by the Chairman of the General Meeting or a person authorised for this purpose by the Board of Directors or by the Supervisory Board.
(6) The Board of Directors shall ensure that the minutes of the General Meeting are produced within a period of fifteen days from the date of the closing of the General Meeting. The minutes shall contain:
Proposals and statements presented for discussion at the General Meeting along with the attendance sheet shall be attached to the minutes of the General Meeting. The minutes shall be signed by the minutes clerk and the Chairman of the General Meeting or the convenor and the verifier or two elected verifiers.
(7)The minutes of the General Meeting together with the respective notice of the General Meeting and the list of the Attending Shareholders shall be kept in the Bank's archives throughout the Bank's existence. The liquidator shall arrange that such minutes are archived or kept in custody for a period of ten years following the winding-up of the Bank.
(1) The General Meeting shall constitute a quorum if the Attending Shareholders hold shares whose total nominal value exceeds 30% of the registered capital of the Bank, provided that voting rights are attached thereto.
(2) Should the General Meeting fail to constitute a quorum, the Board of Directors (or the Supervisory Board, should it be the convener of the General Meeting, or shareholders authorised by a court of justice to convene a General Meeting in accordance with the Corporations Act) shall convene a substitute General Meeting with the same agenda without undue delay if it is still necessary. The substitute General Meeting shall be convened by means of a new notice in the manner set out in Section 10, subsection (4) of the Articles of Association; the time limit so specified shall be shortened to fifteen days and the notice does not need to contain reasonable information about the core of the individual matters included in the General Meeting agenda. The substitute General Meeting shall be held no later than within six weeks of the date on which the originally convened General Meeting should have been held. The substitute General Meeting so convened shall have the same agenda and shall constitute a quorum irrespective of the provisions of Section 12, subsection (1).
(3) The General Meeting shall pass resolutions by majority of votes of the Attending Shareholders unless legal regulations require a qualified majority of votes.
(4) When assessing the capacity of the General Meeting to make decisions and at each particular vote casting at the General Meeting, the shares with no voting rights or the shares where the voting rights cannot be exercised shall not be taken into account.
(1) The Supervisory Board shall oversee the exercise of the powers by the Board of Directors and the activities of the Bank. The Supervisory Board shall oversee the efficiency and effectivity of the management and control system of the Bank as a whole.
(2) The Supervisory Board shall:
(1) The Supervisory Board shall consist of nine members, natural persons, who meet the conditions specified by the generally binding legal regulations and who are not prevented from serving on the Supervisory Board based on the requirements set forth by the Corporations Act. The term of office of a member of the Supervisory Board shall be four years. The members of the Supervisory Board shall be elected and removed by the General Meeting. Any member of the Supervisory Board may resign from his membership; however, he may not do so at a time inopportune for the Bank. He shall be obliged to inform the Supervisory Board of his resignation. His service shall terminate after a lapse of one month of the delivery of the notice to the address of the Bank's registered office or directly to the Supervisory Board at its meeting, unless the Supervisory Board approves, upon request of such member, another date of termination of his service. The Supervisory Board shall announce the resignation of its member at the forthcoming General Meeting.
(2) If a member of the Supervisory Board dies, resigns, is removed or if his membership terminates in another way, the Bank's General Meeting shall elect a new member of the Supervisory Board within a period of two months. The membership of a member of the Supervisory Board also terminates by the election of a new member, unless the decision of the General Meeting says something else. If the number of the Supervisory Board members does not fall below one half, the Supervisory Board may appoint, upon the proposal of the Remuneration and Personnel Committee of the Supervisory Board, substitute members to serve on the Supervisory Board until the forthcoming General Meeting is held. The time of service as a substitute member of the Supervisory Board is not counted as a part of the time of service as a member of the Supervisory Board.
(1) The Supervisory Board shall exercise its rights either jointly through all its members or through its individual members. The Supervisory Board may decide that the exercise of the supervisory duties be divided among its members. The Supervisory Board shall inform the General Meeting and the Board of Directors thereabout. The Supervisory Board members shall be entitled to enter the Bank's premises and to request relevant documents and records for supervisory purposes. This entitlement may only be used by the Supervisory Board members based on a decision of the Supervisory Board subject to cases where the Supervisory Board is unable to perform its duties. The division of the supervisory duties shall affect neither liability of the Supervisory Board member nor their right to perform other supervisory activities.
(2) The Supervisory Board shall be entitled to require that the Board of Directors members attend a meeting of the Supervisory Board and explain any matter relating to the Bank or its activities.
(3) The Supervisory Board shall observe all principles and instructions approved by the General Meeting insofar as they are in accordance with the generally binding legal regulations and the Articles of Association. Any breach of the approved principles or instructions shall not impact upon effectiveness of the Supervisory Board members' acts against third parties. None shall be entitled to give the Supervisory Board instructions regarding its statutory duty to supervise the competence of the Board of Directors.
(4) Members of the Supervisory Board shall be obliged to exercise their range of powers with due care, which means with the necessary loyalty, knowledge and diligence, and always observe the Bank's best interests. They shall be obliged to maintain confidentiality regarding confidential information and facts that are subject to banking secrecy and other facts the disclosure of which to third parties might result in a loss to the Bank. Those members of the Supervisory Board who breached their duty of due care shall render the proceeds obtained by such conduct to the Bank. If the proceeds cannot be rendered, the Supervisory Board member shall reimburse the Bank with money. Further consequences of a breach of duties by the Supervisory Board members shall be specified by the Corporations Act or, as the case may be, by the Civil Code.
(5) A member of the Supervisory Board may not carry on a business activity which is identical with the business activity of the Bank even for the benefit of other persons, may not act as an intermediary for other persons in transactions with the Bank, may not participate in the business activity of another corporation as a partner with unlimited liability or as a person controlling other persons engaged in business identical with or similar to the business activities of the Bank, may not be a member of the governing body of another legal entity engaged in a similar business activity as the Bank or a person in a similar position, unless such legal entity is a holding-type group. Members of the Supervisory Board may conclude banking deals as individuals (clients) provided that such banking deals are concluded under the terms and conditions customary in trade.
(6) The Bank shall be obliged to reimburse the Supervisory Board members for the expenses which have been necessary or which have been spent purposefully while serving as a member of the Supervisory Board.
(7) Should a member of the Supervisory Board cease to meet the terms and conditions required by the generally binding legal regulations and the Articles of Association to serve as a Supervisory Board member, such member shall be obliged to inform the Bank thereof in writing without delay.
(8) Should a member of the Supervisory Board learn that a conflict of interest with the interests of the Bank under the Corporations Act may occur during his service, he shall inform the other members of the Supervisory Board and the General Meeting thereof without undue delay. This shall apply by analogy to the possible conflict of interest of the persons close to a Supervisory Board member or of the entities influenced or controlled by the Supervisory Board member, or where the actions of a Supervisory Board member are influenced by an influential or controlling entity. The Supervisory Board or the General Meeting may suspend the service of such Supervisory Board member for a specified period of time. The Supervisory Board member shall inform the General Meeting by applying to the Board of Directors of the Bank, either at a meeting of the Board of Directors or by written notice addressed to the Board of Directors to the address of the Bank's registered office, for convening a General Meeting in order to fulfill his disclosure duty. The Board of Directors is subsequently obliged to convene the General Meeting without undue delay to discuss the announced potential conflict of interest and to include, in accordance with the Corporations Act, in the General Meeting agenda the said discussion with a proposal for the possible ban to enter into a contract or to suspend his service under S. 54 (4) or S. 56 (2) of the Corporations Act.
(1) The Supervisory Board shall elect from its membership a Chairman and Vice-Chairman of the Supervisory Board. The Chairman and Vice-Chairman of the Supervisory Board must be elected by an absolute majority of votes of all members of the Supervisory Board. The Chairman of the Supervisory Board or, in his absence, the Vice-Chairman shall convene the meetings of the Supervisory Board. The Chairman may authorise a member of the Supervisory Board to convene a Supervisory Board meeting. The Supervisory Board must also be convened if any member thereof so requests.
(2) The Chairman or Vice-Chairman of the Supervisory Board may resign from their position of chairman or vicechairman by written notification delivered to the Supervisory Board to the address of the Bank's registered office or to a meeting of the Supervisory Board. Their service as chairman or vice-chairman shall terminate the day when, at its closest meeting, the Supervisory Board discusses the resignation, unless the written letter of resignation specifies a later date. The Supervisory Board shall be authorized to withdraw the Chairman or Vice-Chairman of the Supervisory Board from their position. If the Chairman or Vice-Chairman ceases to be a member of the Supervisory Board, he shall also cease to serve as its chairman or, as the case may be, vice-chairman.
(3) The Supervisory Board shall constitute a quorum if at least five members of the Supervisory Board are present at the meeting. Resolutions of the Supervisory Board are adopted if approved by the absolute majority of all members of the Supervisory Board.
(4) Meetings of the Supervisory Board shall be held at least once in three calendar months and shall be convened in writing. All members must receive an invitation with documents to be discussed no later than seven calendar days prior to the scheduled date of the meeting.
(5) No member of the Supervisory Board may be represented by another person in his capacity as a member of the Supervisory Board. Any member of the Supervisory Board may, however, authorize another member of the Supervisory Board in a single case to vote on his behalf in his absence.
(6) Minutes shall be taken of the meetings of the Supervisory Board signed by the meeting chairman. . The minutes shall contain the names of the Supervisory Board members who voted against individual decisions or who abstained from voting. The minutes shall also contain opinions of a minority of members if they so require. The attendance sheet shall be annexed to the minutes. The minutes must be archived throughout the existence of the Bank. The minutes shall specify the transactions of the meeting and all resolutions taken.
(7) The Supervisory Board shall exercise its powers over the bodies of the Bank by means of its resolutions.
(8) A meeting of the Supervisory Board may, in exceptional cases, be convened by means of communication media or in another suitable manner. All members of the Supervisory Board must be informed of the fact that such meeting is being convened. In this case, the seven-day time limit for the submission of documents does not apply and the documents may be submitted at the meeting itself.
(9) The Chairman or, in his absence, the Vice-Chairman, or, as the case may be, an authorised member of the Supervisory Board may request that members of the Supervisory Board take a decision remotely either in writing or by means of communication media. The decision may be taken remotely by the absent members of the Supervisory Board if the Supervisory Board holds a meeting, or by all members of the Supervisory Board if the Supervisory Board does not hold a meeting. All voting members of the Supervisory Board are regarded as present. If the Supervisory Board does not hold a meeting and votes by means of communication media, the voting results shall be recorded in minutes. If a member of the Supervisory Board votes on a decision remotely, he is deemed to consent to taking the decision remotely.
(10) Details of the conduct of the meetings shall be set forth in the Rules of Procedure of the Supervisory Board.
(1) The Supervisory Board shall set up, within its terms of reference, at least one committee (hereinafter referred to as "Supervisory Board Committees"), that is, the Remuneration and Personnel Committee, as an advisory and recommending body.
(2) The Remuneration and Personnel Committee shall have at least two members.
(3) Members of the Supervisory Board Committees shall be members of the Supervisory Board and shall be elected and removed by the Supervisory Board.
(4) The Remuneration and Personnel Committee shall:
(5) Each Committee of the Supervisory Board shall elect its Chairman and Vice-Chairman, who shall represent the Chairman in case of the Chairman's absence.
(6) The Supervisory Board Committees shall meet when necessary, however, at least once in a year.
(7) The meeting of the Supervisory Board Committee shall be convened by the Chairman of the Committee in question or by its Vice-Chairman in the Chairman's absence, or by an authorised member of the respective Committee.
(8) The Supervisory Board Committees shall constitute a quorum if all members of the Committee have been duly invited to the meeting of the Committee and if a simple majority of all members of the Committee is present at the meeting.
(9) Resolutions of any Committee of the Supervisory Board shall be adopted by an absolute majority of all its members.
(10) Minutes shall be taken of the meetings of the Supervisory Board Committees signed by the Chairman or Vice-Chairman or another authorised member of the Committee. The minutes shall also include opinions of a minority of the Committee members if they so require. The minutes must be archived throughout the existence of the Bank.
(11) Details concerning the procedure of the Supervisory Board Committee meeting shall be set forth in the Rules of Procedure of each Supervisory Board Committees.
(12) The Supervisory Board Committees shall provide the Supervisory Board with regular reports on their activities and, regarding the areas in their range of powers, submit to the Supervisory Board their recommendations focusing on the preparation of decisions to be taken by the Supervisory Board.
(1) The Board of Directors is the governing body which manages the Bank's activities. The Board of Directors is charged with business management, including arrangements for proper maintenance of the accounting records of the Bank. The Board of Directors shall further ensure the creation and evaluation of the management and control system, its compliance with legal regulations, be responsible for its continuous functioning and effectiveness, and create conditions for the independent and objective performance of compliance-related operations and of internal audit. The Board of Directors shall ensure the setting, maintenance and implementation of the management and control system so as to ensure the adequacy of information and communication when conducting the Bank's operations.
(2) The Board of Directors shall observe the generally binding legal regulations, the Articles of Association, and the resolutions and instructions approved by the General Meeting, provided that these comply with legal regulations and the Articles of Association. Any breach of the approved instructions shall not impact upon effectiveness of the acts of the Board of Directors members against third parties.
(3) The way in which the members of the Board of Directors act on behalf of the Bank is set forth in Section 37 hereof.
(1) The Board of Directors consists of six members, natural persons, who meet the conditions provided in legal regulations and who are elected by the absolute majority of all Supervisory Board members at recommendation of the Remuneration and Personnel Committee. The term of office of the members of the Board of Directors shall be four years.
(2) If a member of the Board of Directors dies, abdicates, is removed, or their term of office terminates otherwise, the Supervisory Board shall elect a new member of the Board of Directors no later than within two months from the date when the member's term of office expires or terminates otherwise.
(3) The Supervisory Board shall be whenever entitled to decide by the absolute majority of all its members to remove a member of the Board of Directors. The decision of the Supervisory Board is based on a proposal of the Remuneration and Personnel Committee of the Supervisory Board. The term of office of a member of the Board of Directors shall terminate upon delivery of the notice of removal, either in person or by mail to the address specified in the service contract unless a later date is specified in the removing notice. The notice of removal shall be deemed delivered also in the case when the document is returned to the Bank by the post office as undeliverable or when the Board of Directors member by their acting or failure to act shall prevent the delivery of the notice.
(4) Any member of the Board of Directors may resign from his membership; however, he may not do so at a time inopportune for the Bank. He shall resign by written notice delivered to the Bank's address or to the Supervisory Board at its meeting. In such case, his service terminates after a lapse of one month of the delivery of such notification, unless the Supervisory Board approves, upon request of this member, a different time of termination of his service.
(5) The Board of Directors shall elect from its membership a Chairman of the Board of Directors. If the Chairman of the Board of Directors fails to be elected, the Board of Directors shall authorise one of the members of the Board of Directors to serve as Chairman of the Board of Directors. The Chairman of the Board of Directors must be elected by an absolute majority of votes of all members of the Board of Directors.
(6) The Chairman of the Board of Directors may resign from his position of chairman by written notice delivered to the Board of Directors to the address of the Bank's registered office or directly to the Board of Directors at its meeting. His service as Chairman shall terminate the day when, at its closest meeting, the Board of Directors discusses the resignation, unless the written letter of resignation specifies a later date. The Board of Directors shall be authorized to withdraw the Chairman from his position by the absolute majority of votes of all members of the Board of Directors. If the Chairman ceases to be a member of the Board of Directors, he shall also cease to serve as its chairman.
(7) Meetings of the Board of Directors shall be regularly convened, at least 20 times a year, and chaired by its Chairman. If the Chairman is not present, the meeting shall be convened and chaired by a member of the Board of Directors authorized therefor by the Board of Directors – the meeting chairman. Any member of the Board of Directors may ask that the Board of Directors meeting be convened provided that such member states reasons therefor. If the meeting is not convened within a period of five days from the delivery of the request to the Chairman of the Board of Directors, the said Board of Directors member shall be entitled to convene and chair the meeting himself.
(8) The meeting of the Board of Directors shall be convened in writing. Each member of the Board of Directors must receive an invitation with the documents to be discussed at least three calendar days prior to the date of the meeting. The invitation shall contain the place, date and agenda of the meeting. No member of the Board of Directors may be represented by another person in his capacity as a member of the Board of Directors; however, any member of the Board of Directors may authorize another member of the Board of Directors in a single case to vote on his behalf in his absence. A matter not included in the agenda of the meeting of the Board of Directors shall be discussed by the Board of Directors only with the consent of all members of the Board of Directors.
(9) A meeting of the Board of Directors may exceptionally be convened by means of communication media or in another suitable manner. All members of the Board of Directors must be informed of the fact that such meeting is being convened. In this case, the three-day time limit for the presentation of documents shall not apply and the documents may be submitted at the meeting itself. Members of the Board of Directors may agree to hold regular meetings of the Board of Directors on agreed dates.
(10) The Board of Directors shall take their decisions as a collective body and constitute a quorum if an absolute majority of the Board members is present. Where the Board of Directors delegates the authority over certain activities of the Bank by its decision to the individual members of the Board of Directors, decisions on such matters shall be taken by the authorized member of the Board of Directors. One member of the Board of Directors shall always be charged to make legal acts towards employees. The distribution of authorities does not release other members of the Board of Directors from their duty to supervise the administration of the Bank's matters.
(11) Resolutions of the Board of Directors shall be adopted by the absolute majority of members of the Board of Directors present.
(12) The Chairman or, in his absence, an authorised member of the Board of Directors may request that members of the Board of Directors take a decision remotely either in writing or by means of communication media. The decision may be taken remotely by the absent members of the Board of Directors if the Board of Directors holds a meeting or by all members of the Board of Directors if the Board of Directors does not hold a meeting. All voting members of the Board of Directors are regarded as present. If the Board of Directors does not hold a meeting and votes by means of communication media, the voting results shall be recorded in minutes. If a member of the Board of Directors votes on a decision remotely, he is deemed to consent to taking the decision remotely.
(13) Minutes shall be taken of all meetings of the Board of Directors. The minutes shall be signed by the meeting chairman, by another member of the Board of Directors as a verifier, and by the minutes clerk. The minutes of the meeting shall contain the names of the members of the Board of Directors who voted against the resolutions of the Board of Directors or abstained from voting. Unless documented otherwise, members not listed shall be deemed to have voted in favour of the resolution. The minutes shall not be destroyed and must be archived throughout the existence of the Bank. The minutes shall describe the course of conduct of the meeting and all adopted resolutions.
(14) Details of the conduct of the meetings of the Board of Directors shall be set forth in the Rules of Procedure of the Board of Directors.
(1) Unless the law or these Articles of Association provide otherwise, it is within the exclusive powers of the Board of Directors to:
b) submit to the General Meeting for approval the annual, extraordinary and consolidated financial statements and the interim financial statements along with a proposal for the distribution of profit (the same must be available to the shareholders for inspection at least thirty days prior to the date of the General Meeting) or a proposal for the coverage of loss;
c) submit to the General Meeting proposals for amendments to and alterations of the Articles of Association as well as proposals for increasing or decreasing the Bank's registered capital;
(2) In addition to the above mentioned, the Board of Directors shall:
(1) Members of the Board of Directors shall be obliged to exercise their range of powers with due care, which means with the necessary loyalty, knowledge and diligence and always observe the Bank's best interests. They shall be obliged to maintain confidentiality regarding confidential information and facts the disclosure of which to third parties might result in a loss to the Bank. Those members of the Board of Directors who breached the duty of due care shall render the proceeds obtained by such conduct to the Bank. If the proceeds cannot be rendered, the Board of Directors member shall reimburse the Bank with money.
(2) If a member of the Board of Directors fails to compensate the Bank for any loss caused by a breach of duty in his service although he had the duty to compensate the Bank for the loss, he shall be liable to the Bank's creditor for its debt to the extent of the uncompensated loss, should the creditor be unable to obtain performance from the Bank.
(3) A member of the Board of Directors may not undertake business within the scope of the business activity of the Bank even for the benefit of other persons , may not act as an intermediary for other persons in transactions with the Bank, may not participate in the business activity of another corporation as a partner with unlimited liability or as a person controlling other persons engaged in business identical with or similar to the business activities of the Bank, may not be a member of the governing body of another legal entity engaged in a similar business activity as the Bank or an entity in a similar position, unless such legal entity is a holding-type group. Members of the Board of Directors may conclude banking deals as individuals (clients) unless they conclude such banking deal in the name of the Bank and provided that such banking deal is concluded under the terms and conditions customary in trade.
(4) Furthermore, a member of the Board of Directors must not be at the same time a member of a governing body, a member of the board or a member of the supervisory body of another legal entity which is engaged in business, unless he is a member of a governing body, a member of the board or a member of the supervisory body of another bank, a securities trader, a saving or credit cooperative, an insurance company, a reinsurance company or a financial institution including foreign entities engaged in a similar type of business which are part of the same consolidated group as the bank, of the supervisory body of another legal entity controlled by the bank, of the governing body, of the board or of the supervisory body of an organizer of the regulated market with investment instruments, or of a company providing support services, of the governing body or of the supervisory body of a housing cooperative or of a similar foreign entity.
(5) The Board of Directors shall convene the General Meeting without undue delay when it ascertains that a settlement of a loss shown in any of the financial statements from the Bank's disposable funds would still leave an unsettled amount representing a half of the Bank's registered capital, or when this could be expected taking into account all the circumstances, or for another serious reason, in which case it will recommend that the General Meeting would wind up the Bank with liquidation or adopt another suitable measure, unless special legal regulations specify otherwise.
(6) The Board of Directors shall be obliged to file without undue delay an insolvency petition with the competent court provided that the terms and conditions stated by the generally binding legal regulations have been met. Should the members of the Board of Directors fail to comply with the above obligation, they shall be liable to the creditors for any damage or other loss caused by a breach of this duty.
(7) Any person who is to become a member of the Board of Directors shall inform the Bank of any obstacles to his service under the Corporations Act. Should a member of the Board of Directors cease to meet the terms and conditions required by the generally binding legal regulations and the Articles of Association to serve as a Board member, he shall be obliged to inform the Bank thereof in writing without delay.
(8) Should a member of the Board of Directors learn that a conflict of interest with the interests of the Bank under the Corporations Act may occur during his service, he shall inform the other members of the Board of Directors and the Supervisory Board thereof without undue delay. This shall apply by analogy to the possible conflict of interest of the persons close to a member of the Board of Directors or of the entities influenced or controlled by the member of the Board of Directors, or where the actions of a member of the Board of Directors are influenced by an influential or controlling entity. The Supervisory Board may suspend the service of such member for a specified period of time or ban entering into a contract which is not in the Bank's interest.
e) recommend the auditor to the Board of Directors,
f) accept and discuss information, communication and declarations with the auditor in accordance with legal regulations; this shall not affect the Board of Directors' authority to discuss the audit report with the auditor;
(4) If the Chairman and Vice-Chairman cannot call an Audit Committee meeting or if the Audit Committee needs to decide on a matter allowing no delay, the Audit Committee meeting can be called by any Audit Committee member following the procedure set out in (2) above. If called by several Audit Committee members, the meeting shall be held on the first meeting date stated.
(5) The Audit Committee Chairman or, in his absence, the Vice-Chairman are obligated to call an Audit Committee meeting every time when asked to do so by an Audit Committee member stating a reason therefor.
Audit Committee meeting in person must clearly show his will; voting by proxy of a member of the Audit Committee present at the meeting in person is not admissible. Information on votes cast and decisions made hereunder shall be recorded in the minutes of the Audit Committee meeting.
(1) The Bank shall be obliged to ensure that auditors primarily:
in compliance with the generally binding legal regulations and with International Accounting Standards.
(2) The Bank shall ensure the submission of the reports to the Czech National Bank by the set deadlines.
(3) The nomination for the auditor submitted to the General Meeting by the Board of Directors may be based only on a recommendation of the Audit Committee.
The accounting period shall commence on 1 January and end on 31 December of the calendar year, unless a legal regulation specifies otherwise.
(1) The Bank shall maintain its accounts in the prescribed manner and in accordance with the generally binding legal regulations. The proper maintenance of the accounts shall be ensured by the Board of Directors which shall submit annual, extraordinary and consolidated financial statements to the auditors, together with a request for verification of the Bank's financial management for the respective year. Having received the auditors' report on verification of the financial statements and the Bank's financial management for the respective year, the Board of Directors shall forthwith pass the financial statements along with the auditors' report and a proposal for the distribution of profit or for the coverage of loss to the Supervisory Board for review.
(2) The annual, extraordinary, consolidated and, as the case may be, interim financial statements shall be submitted by the Board of Directors to the General Meeting for approval. The Supervisory Board shall examine the annual, extraordinary, consolidated and, as the case may be, interim financial statements and the proposal for the distribution of profit or coverage of loss and shall present its position statement to the General Meeting.
(3) The Bank shall be obliged to publish the main data from the financial statements verified by the auditor and to issue the Annual Report for the purpose of publication thereof in accordance with the generally binding legal regulations. The main data from the financial statements shall be as follows: profit for the accounting period, total assets, registered capital, and equity.
(1) The distribution of profit of the Bank shall be decided by the General Meeting upon the Board of Directors' proposal; such proposal shall first be reviewed by the Supervisory Board.
(2) The General Meeting may distribute the Bank's profit after tax particularly in the manner specified below. The order of the methods of the profit distribution stated herein shall not be binding on the General Meeting:
(3) The provisions of (2), a), b), c) and e) above may also be applied to the distribution of retained earnings from previous years. The decision on the payment of a share in profit shall be taken by the Board of Directors. Shares in profit shall not be paid out, should the distribution of profit and of shares in profit be contrary to the generally binding legal regulations.
Bank employees may acquire shares of the bank or shares of companies related to the bank under preferential conditions; the potential difference between the paid-off part of the issue price and the price or the issue price and the price shall be covered from the Bank's own resources.
In the case that the general meeting decides to increase the registered capital asserting the pre-emptive right of shareholders, each shareholder shall have a pre-emptive right to subscribe for a part of the Bank's new shares, if these are intended to increase the registered capital, such part being proportionate to his share provided that such shares are to be subscribed for by money. The shareholder shall not have a pre-emptive right to subscribe for the shares that were not subscribed for by another shareholder. The pre-emptive right of shareholders to also subscribe for the shares that were not subscribed for by another shareholder in the first round of subscription shall be eliminated in the second and, as the case may be, in any further round of subscription.
(1) A decrease in the registered capital shall be decided on by the General Meeting by a two-thirds majority of the votes of the Attending Shareholders. The decrease in the registered capital shall be subject to a prior consent of the Czech National Bank unless the registered capital is being decreased in order to cover a loss. The registered capital of the Bank may be decreased as follows:
b) by withdrawing shares from the market upon public proposal to shareholders;
c) by refraining from the issue of unpaid shares;
The nominal value of the shares shall be reduced by modifying the nominal value of such shares on the basis of the Bank's instruction to the statutory register of uncertificated securities.
The manner of withdrawing the shares from the market on the basis of a public offer to purchase the shares shall be decided by the General Meeting. The resolution of the General Meeting may determine that the registered capital shall be reduced by the extent of the nominal value of the shares withdrawn from the market or by a fixed amount.
The members of Board of Directors represent the Bank in all matters, either jointly all members of the Board of Directors or jointly any two members of the Board.
The notice of General Meeting shall be published in the manner specified in 10, (4) of the Articles of Association. The Bank shall disclose the information specified by the generally binding legal regulations in the way defined by the generally binding legal regulations. Any matters relating to the management and administration of the Bank shall be posted on the Bank's website www.kb.cz.
(1) The general organisational division of Komerční banka is as follows:
The powers of the Head Office of the Bank shall include, in particular, carrying on business activities of the Bank by means of provision of products and services to clients, and by carrying out other activities relating to the management, methodological guidance and co-ordination of all organisational units of the Bank. The Head Office units shall be entitled to include into their powers (both temporarily and permanently) any matters which fall within the powers of the Sales Network units. The Head Office shall be formed by organisational units of the Head Office. Details shall be set forth in the internal regulations.
Various Bank Committees can be established at the Head Office. The Board of Directors shall decide about the establishment and dissolution of the Bank Committees. The membership of the Bank's committees and its changes are approved by the Chief Executive Officer.
The Sales Network shall be formed by organisational units of the Sales Network, in particular the sales points and the Sales Network management units in the regions which carry out the sale of products and services in the respective region or a part thereof. Powers of the organisational units are specified in the internal Bank regulations and by authorisations and resolutions of the Board of Directors or directors of the Bank authorised therefor by the Board of Directors.
The basic internal regulations of the Bank elaborate the corresponding provisions of the Articles of Association that pertain to the organisational structure and management of the Bank. The regulations can be amended based on the decision of the Board of Directors if the Bank's needs so require and if the organisational structure of the Bank laid down by the Articles of Association is respected. The range of powers of the different organisational parts of the Bank within the framework of the basic organisational division of the Bank mentioned above and the division of the basic parts into different organisational units (including the specification of their range of powers, authorities, obligations, and liabilities) shall be specified in more details also in other internal regulations of the Bank.
(1) Pursuant to the Banking Act, the members of the Board of Directors of the Bank serve in executive positions within the Bank, have the position of Bank executive directors and use the titles Chief Executive Officer and Senior Executive Director. Other Bank executive directors include the Executive Directors of the different Bank Arms specified in the internal regulations of the Bank.
(2)The Chief Executive Officer does not need to be Chairman of the Bank's Board of Directors.
(3) The Chief Executive Officer shall take decisions on priorities concerning the Bank management. Within the scope of instructions of the Bank's Board of Directors, he shall charge other executive directors of the Bank with duties and shall co-ordinate their activities, take decisions on the Bank activities within the scope of the approved business plan and strategy of the Bank and instructions of the Board of Directors, and shall ensure performance thereof by means of charging other Bank employees with duties; he shall ensure communication between the Bank executive directors and the Board of Directors, the Supervisory Board and the Audit Committee in accordance with the legal regulations, Articles of Association and internal regulations of the Bank and instructions of the Board of Directors. Details of the powers, authorities and liabilities of the Chief Executive Officer shall be governed by the Bank's internal regulations.
(4) The other Bank executive directors shall, in particular, take part in the executive management (control) of the Bank, co-ordinate activities of subordinated employees and, for this purpose, support the Board of Directors, supervise fulfilment of the Bank's business plan and strategy as well as the tasks assigned by the Board of Directors, the Chief Executive Officer and the Deputy Chief Executive Officers. They shall ensure communication with the subordinated employees and within the Bank in accordance with legal regulations, the Articles of Association and internal regulations of the Bank, instructions of the Board of Directors or the Chief Executive Officer of the Bank. Details of the powers, authorities and responsibilities of the Chief Executive Officer and of the other Bank executive directors shall be governed by the Bank's internal regulations.
(1) For the purpose of the Articles of Association of the Bank, "banking deals" shall mean transactions which form part of the subject of the business of the Bank to which the Bank is entitled under Section 2 hereof.
(2) Banking deals within the Bank may be transacted by employees specified in the internal regulations of the Bank. Such employees shall be liable for the performance of their respective obligations to their respective superior employees, in accordance with legal regulations and internal regulations. The powers and obligations of the employees entitled to transact banking deals shall include in particular the following operations:
The authorities and liabilities of the employees entitled to transact banking deals shall be specified in more details in the internal regulations of the Bank.
(1) The Management and Control System (hereinafter referred to as the "MCS") shall include the prerequisites of the due administration and management of the Bank, the risk management system, the internal control system and the arrangements for the credibility, professional qualifications and experience of the members of the Board of Directors and Supervisory Board. The MCS covers all activities of the Bank and includes all structural units of the Bank.
(2) The Board of Directors shall ensure the creation and evaluation of the MCS and be responsible for its continued functioning and effectiveness. The monitoring and evaluation of the MCS is made on all management levels and by the Internal Audit Unit and is part of everyday banking activities. The requirements with respect to the MCS shall be specified in the internal regulations of the Bank.
(1) The Internal Audit Unit has a special position within the Bank's structure. The Internal Audit is established by the Board of Directors. Internal Audit Director, organisationally subordinated to the Bank's Chief Executive Officer, is charged to carry out internal audit and removed by the Bank's Board of Directors based on the prior position of the Bank's Supervisory Board. The Internal Audit exercises its activity independently of the Bank's executive activities. The activity of the Internal Audit can only be performed upon request of and tasks to the Internal Audit can only be assigned by the following executive directors and bodies of the Bank:
The Director of Internal Audit shall notify the internal audit findings, the proposed measures to rectify the problems and the elimination of the detected shortcomings to the Bank's Board of Directors, the Audit Committee, and the Supervisory Board. The Director of Internal Audit shall submit to the Board of Directors, the Audit Committee and the Supervisory Board at least once a year an overall evaluation of the functioning and effectiveness of the MCS and a report on the internal audit activities.
(2) The Internal Audit carries out an independent, objective, assuring, and consultancy activity aiming at adding value and at perfecting the process in the organisation. The Internal Audit helps the organisation to attain its goals by setting forth a systematic methodical approach to the assessment and enhancement of the effectivity of the risk management, of the management and control systems, and of the organisation's administration and management. This basic scope of the Internal Audit's activities is exercised by carrying out the following activities: audits, analysis and independent risk assessment, special projects, activities of consulting and examination, and monitoring and corrective actions tracking.
(3) The detailed extent of the powers and the activities of the Internal Audit are governed by the Bank's Internal Audit Guidelines that shall be approved by the Bank's Board of Directors after a prior discussion by the Supervisory Board. The Internal Audit shall have the following powers to carry on its activity:
(4) Significant shortcomings of the MCS shall be notified to the Bank's Board of Directors, to the Audit Committee, and to the Supervisory Board.
(1) The establishment, legal status and winding-up of the Bank as well as any and all legal relationships arising from the Bank' s Articles of Association, labour law relations and other relationships within the Bank, including those concerning the Bank's employees' health insurance and social security, shall be governed by the generally binding legal provisions.
(2) Any dispute which may arise between the shareholders and the Bank, between the Bank and members of the Bank's bodies, or among shareholders in connection with their holdings in the Bank, shall be settled by conciliation. Should the parties fail to settle such dispute amicably, the dispute shall be referred to and resolved by a court of respective jurisdiction.
Should any of the provisions of the Articles of Association prove to be invalid, ineffective, colourable or disputable – with respect to the existing legal system or to the alteration thereof – or should any provision be missing, the remaining provisions shall be unaffected thereby. In such cases, those provisions of the relevant generally binding legal regulations corresponding most closely to the nature and purpose of the Articles of Association shall apply, or where no such provision exists, the provisions shall be derived from established business customs and practice.
By these amendments to the Articles of Association, the Bank conforms to the Corporations Act as a whole with effect from the date of publication of the record about the conformity with the Corporations Act in the register of companies.
These amended Articles of Association shall take force and become effective on the day of approval by the General Meeting of the Bank, (subject to the previous paragraph).
The number of valid votes cast was 30,763,804. These votes were attached to 30,763,804 shares representing 81.45 per cent of the registered capital of Komerční banka, a. s., reduced by shares in the nominal value of CZK 119 336 000 which can not be used to exercise voting rights.
30,589,163 of the valid votes cast were for the proposal representing 99.432317 per cent of the votes present. 147,056 of the valid votes cast was against the proposal representing 0.478016 per cent of the votes present. 27,585 of the votes cast abstained on this proposal representing 0.089667 per cent of the votes present.
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