Draft amendments and addition of new articles to the Statute of the Bank of Greece
18/04/2011 - Announcements
The Bank of Greece, as provided for by Article 19 paragraph 2 of Law 3556/2007, hereby announces that, in accordance with the General Council decision of 14 March 2011 (Meeting no. 3), the following amendments and additions to the Bank’s Statute shall be submitted for approval to the 78th Annual Ordinary General Meeting of Shareholders on 18 April 2011: amendments to Articles 2 (indent (d)), 5B (first paragraph), 13 (first sentence), 14 (indent (a)), 17, 55A (first paragraph, first sentence, insertion of indent (g)), as well as the addition of Articles 37A (after Article 37) and 55E (after Article 55D).
The purpose of the proposed amendments is, on the one hand, to adapt the Bank’s Statute to the provisions of the relevant legislation (Laws 3863/2010 and 3867/2010) regarding the social insurance of the Bank’s staff and the Bank’s supervisory function, respectively (while securing any claims of the Bank in the exercise of such function) and, on the other hand, to harmonise the Statute with EU law and Community Directives.
The Statute of the Bank can only be amended by decision of the General Meeting of Shareholders, which is ratified by law (Article 7).
The European Central Bank was consulted on the proposed amendments and issued its Opinion.
A draft of the amendments is provided below.
|
CURRENT
|
PROPOSED
|
|
1. Article 2 indent (d)
|
|
supervise credit institutions, as well as other enterprises and institutions of the financial sector, in accordance with Article 55A hereof;
|
supervise credit institutions and other enterprises and institutions of the financial sector, as well as insurance companies, in accordance with Article 55A hereof;
|
|
2. Article 5B: insertion of one sentence at the end of the first paragraph
|
|
The Bank of Greece shall submit to the Parliament and to the Council of Ministers an annual report on the monetary policy of the previous and the current year. During the year, the Bank shall submit a supplementary report on monetary developments and monetary policy. As from the establishment of the ESCB, the Bank of Greece shall assist the ECB in fulfilling its reporting commitments, as laid down in Article 109B, paragraph 3 of the Treaty establishing the European Community and Article 15 of the Statute of the ESCB.
|
The Bank of Greece shall submit to the Parliament and to the Council of Ministers an annual report on the monetary policy of the previous and the current year. During the year, the Bank shall submit a supplementary report on monetary developments and monetary policy. As from the establishment of the ESCB, the Bank of Greece shall assist the ECB in fulfilling its reporting commitments, as laid down in Article 109B, paragraph 3 of the Treaty establishing the European Community and Article 15 of the Statute of the ESCB. The Bank of Greece shall on an annual basis submit a report to the Greek Parliament on its fulfilment of its supervisory tasks during the previous year.
|
|
3. Article 13, first sentence
|
|
Every shareholder, who owns at least twenty five shares and has been registered as such in the books of the Bank not less than three months prior to the General Meeting, shall be entitled to sit and vote at any General Meeting.
|
Every shareholder, who owns at least twenty five shares and has been registered as such in the books of the Bank at the beginning of the fifth day prior to the General Meeting, shall be entitled to sit and vote at any General Meeting.
|
|
CURRENT
|
PROPOSED
|
|
4. Article 14, indent (a)
|
|
(persons not entitled to exercise the rights of shareholders at the General Meetings)
(a) persons not having the Greek citizenship;
|
(persons not entitled to exercise the rights of shareholders at the General Meetings)
(a) persons not having the Greek citizenship or the citizenship of a Member State of the European Union or of a country of the European Economic Area;
|
|
5. Article 17
|
|
The General Council shall prescribe the form in which the right of voting shall be given. The proxies must be lodged with the Secretariat at least seven days prior to the Meeting.
|
The General Council shall prescribe the form in which the right of voting shall be given. The proxies must be lodged with the Secretariat at least three days prior to the Meeting.
|
|
6. Article 37A: Insertion of a new article after Article 37
|
|
To enable the Bank of Greece to perform its task of providing social insurance to its staff pursuant to the law and Article 38 hereof, second before last sentence, a “Social Security Board of the Bank of Greece” shall be established, appointed by decision of the General Council of the Bank for a term of three years and comprising: (a) the Governor of the Bank of Greece as Chairman, replaced by a Deputy Governor or a member of the General Council of the Bank designated by the General Council; (b) three (3) high-ranking employees of the Bank of Greece, appointed with their alternates by the General Council of the Bank of Greece; (c) two (2) representatives of the insured staff members of the Bank of Greece, appointed with their alternates by the Association of Employees of the Bank of Greece; and (d) one (1) representative of pensioners, appointed with his alternate by the Association of Pensioners of the Bank of Greece. A Government Commissioner, appointed with his alternate according to the applicable provisions of law on social security funds, shall participate in the meetings of the Social Security Board without the right to vote and shall always be invited, under penalty of nullity, to all Board meetings. The powers of the Government Commissioner shall be those specified for government commissioners at the Boards of Directors of Social Security Funds under the applicable provisions of law on matters pertaining to main pension. The absence of the Government Commissioner or his alternate, if they have been duly invited and have failed to attend, shall not affect the validity of Board meetings. An employee of the Bank of Greece, appointed with his alternate by a decision of the Board’s President, shall serve as secretary to the Social Security Board. The Social Security Board of the Bank of Greece shall establish its rules of procedure, to be adopted by a decision of the General Council of the Bank of Greece.
The Social Security Board shall define on behalf of the General Council the general policy guidelines of the Bank as a provider of an insurance plan for its staff and shall decide on general issues relating to the application of the legislation in force by the competent bodies and officials of the Bank. The Board shall also decide on appeals against any – in whole or in part – negative decision of the Bank of Greece, as insurer of its staff, and shall approve the exercise of all legal remedies and actions available to the Bank of Greece, as insurer of its staff, before all courts of law regardless of their level and scope of jurisdiction.
|
|
7. Article 55A: amendment to the first sentence of first paragraph and insertion of indent (g)
|
|
The Bank of Greece shall exercise prudential supervision over credit institutions and the following categories of financial enterprises and organisations:
a) financial leasing companies,
b) factoring companies,
c) mutual guarantee companies,
d) counterguarantee funds,
e) bureaux de change,
f) money-market broker companies.
|
The Bank of Greece shall exercise prudential supervision over credit institutions, insurance companies and the following categories of financial enterprises and organisations:
a) financial leasing companies,
b) factoring companies,
c) mutual guarantee companies,
d) counterguarantee funds,
e) bureaux de change,
f) money-market broker companies,
g) payment institutions.
|
|
8. Article 55E: Insertion of a new article after Article 55D
|
|
When a legal entity supervised by the Bank of Greece goes into liquidation following withdrawal of its authorisation, the Bank may, where appropriate, pay a remuneration and liquidation costs to the liquidator. In this case, the Bank shall have a claim against the legal entity in liquidation for the reimbursement of any amounts paid by the Bank to the liquidator with priority over any other claim in respect of the proceeds of liquidation.
|