On the second day of October in the year two thousand and thirteen,
The following parties met:
The above parties, represented as indicated above, have hereby entered into the following agreement to form an economic interest grouping between themselves.
Under the name “Commission des normes comptables” (Accounting Standards Board), abbreviated to “CNC”, an economic interest grouping has been established for an unlimited period of time in accordance with the law of 25 March 1991, hereinafter referred to as “the grouping”. The grouping is governed by this grouping agreement and by the legislation applicable in the Grand Duchy of Luxembourg, in particular the law of 25 March 1991 on economic interest groupings, as may be amended in the future.
The purpose of the group is to:
To this end, the grouping may perform any acts that contribute directly or indirectly to the achievement of its purpose.
The grouping’s registered office is located in the municipality of Luxembourg.
The members of the grouping are:
Members may decide to admit new members under the conditions set out in Article 15 paragraph 3 point b).
A member may only withdraw at the end of the financial year and subject to one (1) year’s notice. The resignation shall take effect on the last day of the financial year following the year in which notice was given.
Any member who seriously breaches its obligations or who causes or threatens to cause serious disruption to the functioning of the grouping, in particular by hindering or obstructing the group’s activities, may be expelled by a court decision taken at the request of the general meeting ruling under the conditions set out in Article 15 paragraph 3 point b) below.
In the event of resignation or exclusion of a member, an assessment of the grouping’s assets shall be carried out on the effective date of the exclusion or resignation in order to determine the rights and obligations of the outgoing member.
After deduction of its obligations to the grouping, the resigning or excluded member shall be entitled to reimbursement of its contributions and other cash contributions at most. The reimbursement shall be made on the last day of the financial year following that in which the resignation or exclusion took effect.
The financing of the grouping shall be provided as follows:
Members shall contribute as necessary to the settlement of any excess of expenditures over income in proportion to the number of votes they have at the general meeting.
The annual budget of the grouping shall be adopted by the Management Board at least three months before the start of the financial year.
To be valid, the budget must show an annual surplus of income over expenditures, or at least a cumulative surplus of income for the financial years ended, current and budgeted.
The grouping is managed by a management board composed of twelve (12) members, appointed by the general meeting and removable ad nutum by it.
The composition of the management board ensures representation of the public and private stakeholders with a primary interest in corporate accounting information.
The members of the management board shall be appointed on the basis of their competence and contribution in the field of corporate accounting for a term of four (4) years; they shall be eligible for re-appointment.
A member of the management board appointed to replace another member shall complete the term of office of the member he or she replaces.
The management board shall function as a collegial body.
The members of the management board shall be appointed as follows:
The members of the management board shall perform their duties with complete neutrality and independence and in the general interest and for the public good.
In the performance of their duties, the members of the management board shall exercise discretion and may not disclose any facts or information of which they have become aware in the course of their duties, except in the context of debates and consultations within the institutions and bodies they represent for the purposes necessary to the grouping’s objectives.
The management board shall adopt internal rules defining its internal organisation, functioning and working procedures.
The internal rules shall also specify the rules of conduct, neutrality and independence, including provisions on the prevention and management of conflicts of interest.
The management board shall elect a president from among its members. If the president is unable to attend, his or her duties shall be performed by the oldest member of the management board.
The management board shall appoint a secretary on the proposal of the president.
The president may also be assisted by experts during management board meetings.
The management board shall meet when convened by its president or his or her replacement, as often as the interests of the grouping require. It must be convened at least five (5) times a year and whenever requested by at least one member of the management board.
Notices of meetings shall be sent by ordinary letter or by email at least seven (7) days before the date set for the meeting, except in urgent cases, in which case the nature and reasons for the urgency shall be briefly stated in the notice.
Notices of meetings shall contain the agenda and the date, time and place of the meeting.
Any member of the management board may decide to waive the prior notice by giving their written consent.
The meeting may be validly held without prior notice if all members of the management board are present or represented at the management board meeting and declare that they have been duly informed of the meeting and its agenda.
Furthermore, if all members of the management board are present or represented at a meeting and unanimously decide to draw up an agenda, the meeting may be held without prior notice.
No special notice is required for a meeting of the management board held at the place and on the date specified in a resolution previously adopted by the management board.
If all members of the management board agree to this procedure, a decision of the management board may also be taken in writing without the members having to meet. In this case, the decision must be approved by all members of the management board. The date of such a decision shall be the date of the last signature.
The management board may only validly deliberate if more than half of its members are present or represented.
The members of the management board may, even by correspondence (letter, fax or electronic message), authorise one of their colleagues to represent them at the deliberations of the management board and to vote in their name and place, with the same member of the management board not being able to represent more than one of his or her colleagues.
The authorisation shall be valid for a single meeting only.
In addition, in the event of absence or incapacity, a member of the management board may appoint a person of his or her choice to attend the management board meeting as an observer, without voting rights or any impact on the calculation of the quorum.
Decisions shall be taken by a simple majority of the members of the management board present or represented, including decisions on opinions and recommendations. The president of the meeting shall not have a casting vote.
The deliberations of the management board shall be recorded in minutes which shall be approved by the management board. The duly approved minutes shall be signed by the president of the meeting and by the secretary of the board.
Copies or extracts of these minutes shall be certified as true copies by the president and the secretary or by two members of the management board.
The management board shall have the broadest powers for the administration and management of the grouping and for the achievement of its purpose. All matters not specifically reserved by law or the grouping agreement to the general meeting shall fall within the powers of the management board.
After adoption by the management board, opinions and recommendations shall be signed by the president and the secretary or by two members of the management board.
With regard to third parties, the group shall be validly bound by the joint signature of two members of the management board, one member of the management board and one authorised representative or two authorised representatives. However, for specific acts not exceeding an amount to be determined by the management board, the latter may authorise specific persons to commit the group by their signature alone.
The management board may delegate some of its powers and duties, in particular day-to-day management, to one or more directors, authorised representatives or special authorised representatives, whose duties and remuneration it shall determine.
1. Role and powers:
The general meeting shall have sole power to amend this grouping agreement. It shall determine the admission and conditions of admission of new members of the grouping. The general meeting shall also have the power to decide to bring an action before a court for the exclusion of a member of the grouping. Each year, the meeting shall be held to deliberate on the items mentioned in Article 22.
2. Composition :
The general meeting shall be composed of all members of the grouping.
Members shall have the following votes at the general meeting:
– the State of the Grand Duchy of Luxembourg: as many votes as all the other members combined;
– The “Banque centrale du Luxembourg” (Central Bank of Luxembourg): 1 (one) vote;
– the “Commissariat aux assurances” (Regulator of the Insurance Sector): 1 (one) vote;
– the “Commission de Surveillance du Secteur Financier” (Financial Sector Supervisory Commission): 1 (one) vote;
– the “Chambre de Commerce” (Chamber of Commerce): 1 (one) vote;
– the “Institut des Réviseurs d’Entreprises” (Professional Association for Statutory Auditors): 1 (one) vote;
– The “Ordre des Experts-Comptables” (Order of Chartered Accountants): 1 (one) vote.
Each new member shall have one vote.
3. Majority rules:
a) The following decisions shall be taken unanimously by the members of the grouping, namely those taken by written consultation of the members or those relating to changes to: the purpose of the grouping, the number of votes allocated to each member, the duration of the grouping, the conditions for decision-making by the general meeting or by the management board, the contribution of each member or certain members to the financing of the grouping.
b) The following decisions shall be taken by the members present or represented holding at least three quarters of the votes allocated to all the members of the grouping, namely: those relating to the admission and conditions of admission of a new member, those with a view to bringing an action before a court for the exclusion of a member, those relating to amendments to this grouping agreement other than those set out above.
c) All decisions other than those referred to in subparagraph a) and b) above, in particular those relating to the appointment or dismissal of a member of the management board, the appointment or dismissal of the person responsible for auditing the accounts, those relating to the approval of the accounts for the past financial year and the discharge of the members of the management board, shall be taken by a majority of the votes of the members present or represented.
The management board shall be entitled to convene the general meeting as often as it deems necessary in the interests of the grouping.
The general meeting may also be convened by one or more members.
The members shall meet in general meeting at least once a year, within five months of the end of the financial year.
Meetings shall be held on the date, at the time and in the place specified in the notices of meeting.
Notices of all general meetings shall contain the agenda. They shall be sent at least fifteen days before the meeting, by registered letter or by registered electronic mail within the meaning of Article 34 of the amended law of 14 August 2000 on electronic commerce, addressed to each of the members.
The agenda for each meeting shall be set by the management board or by the member or members convening the meeting.
The meeting shall be chaired by the president of the management board or, if he or she is unable to attend, by a member of the management board designated for this purpose by the members.
The president shall appoint the secretary of the meeting.
An attendance list shall be kept at each general meeting.
It shall contain the names or designations of the members present or represented. This list shall be signed by the members present and the representatives of the members represented and certified by the president.
The meeting may only validly deliberate if half of the members are either present or represented.
The deliberations of the general meetings shall be recorded in minutes signed by the president of each meeting and by the members present and the representatives of the members represented.
Copies or extracts of these minutes shall be certified as true copies by the president and the secretary or by two members of the management board.
The annual general meeting shall hear the management report of the management board; it shall approve, amend or reject the annual accounts. After the adoption of the annual accounts, it shall decide by a special vote on the discharge of the members of the management board. It shall appoint the members of the management board and the person responsible for the statutory audit of the accounts.
If necessary, the management board may decide to take a decision by written consultation of the members of the group. In this case, the text of the decisions to be taken shall be sent by letter or electronic message to each member of the group, who shall cast their vote in writing or by electronic message accompanied by an electronic signature created by a secure signature creation device. The date of such a decision shall be the date of the last signature.
The financial year shall begin on 1 January and end on 31 December of each year.
On 31 December of each year, the management board shall draw up an inventory and prepare the annual accounts in accordance with the amended law of 19 December 2002 on the trade and companies register, as well as on the bookkeeping and annual accounts of undertakings.
The annual accounts shall be audited by an approved registered auditor.
The approved registered auditor shall be appointed by the general meeting for a renewable term of four (4) years. The approved registered auditor or approved registered audit firm may not belong to the network from which one or more members of the management board originate, nor to the network from which one or more members of the Board of the “Institut des réviseurs d’entreprises” (Professional Association for Statutory Auditors) or the Board of the “Ordre des experts-comptables” (Order of Chartered Accountants).
In the event of incapacity, death, dissolution, bankruptcy, exclusion or resignation of a member, the group shall continue to exist between the remaining members under the conditions provided for in this grouping agreement or, failing that, as decided by the general meeting in accordance with the rules laid down for amendments to the agreement.