The Company Director Checklist The Netherlands
|
|
- Lawrence Quinn
- 6 years ago
- Views:
Transcription
1 The Company Director Checklist The Netherlands Van Doorne Jachthavenweg KM Amsterdam The Netherlands Contact: 1
2 INTRODUCTION This Company Director Check List has been designed as a practical guide to the main obligations and procedures of an executive director of a listed public company under the Dutch Civil Code (DCC), the Dutch Corporate Governance Code (CGC) and the Dutch Financial Supervision Act (FSA). This Checklist was updated as at April 2014 and is tailored to a listed public company that is a disclosing entity under the FSA. Disclaimer: This Checklist is a general guide that is not intended to be a substitute for professional advice. It will, however, highlight to an executive company director those situations where professional advice may be required. Van Doorne and the authors disclaim any liability in respect of anything done or omitted to be done on the basis of or in relation to this Checklist. 2
3 Before Appointment 1. Understand You should understand: 2. Meet You should meet: why you have been approached and what you are expected to contribute; the remuneration package on offer; and existing corporate governance procedures. other directors (including recently retired directors); senior management team; auditor; company lawyer/secretary; supervisory board; possibly chairman of works council. Prerequisites to accepting an appointment should be: that you have something worthwhile to contribute; that you can meet the expectations for your contribution; that adequate corporate governance procedures are in place to ensure you can perform and are protected. In these meetings you should: obtain a briefing on the history and strategy of the company; understand major drivers of performance and key performance indicators; get a SWOT analysis of the company; get background/resume on other directors and key members of management team; understand relationships and roles within management team; understand who are the key suppliers or customers; understand status of relationships with employees and unions; obtain an industry briefing; get auditor s input and perceptions on historical accounts and disclosure issues; and understand key legal relationships, any past or current litigation and issues with compliance and regulators. 3
4 3. Review You should at least review: Ongoing Duties 4. Think Think about: past five years annual reports; management letters of the company's auditor; company s articles of association; board papers and minutes of prior three years; announcements public and regulator for prior year; press clippings for prior year. the information that has been provided to you by the company, and the quality of that information; the information that you have obtained from independent sources, and how it compares with the information provided by the company; whether there are any gaps in the information you have been provided or you have obtained; and your impressions of the company s other directors, the supervisory board, team of officers and advisers. In such review, you should: have any abnormal losses and profits explained; review accounts for trends; ask whether valuations of intangible assets are realistic; check the articles of association for any restrictions on your power as a director or any supervisory board or shareholder specific provisions (such as a power to veto board decisions); read board papers and minutes to get a feel for current issues; read company announcements to ensure the company has made full and timely disclosure to the market. In particular, watch out for: your co-directors do any of the directors (or officers) exercise undue control over the company s assets or affairs, are they capable and experienced, is the composition of the board as a whole up to standard; lack of independence for example, does the company have independent directors, an audit committee and/or an independent auditor; inadequate internal controls for example, does the board function effectively, are reporting procedures adequate, are each of the directors and the company s shareholders sufficiently informed about the company s operations and financial status; 4
5 are concerns dealt with in a timely and effective manner? 5. To whom are your duties owed? (sections 2:8 DCC, 2:129 DCC, recitals 7 and 8 CGC, II.1 CGC) As a director, you have to serve the interest of the company and its enterprise. The interests of all those involved with the company and its enterprise - such as (minority) shareholders, employees, creditors and the group to which the company belongs - should be taken into account when managing the company. The company aims for the creation of long term shareholder value and the outcome of the appraisal of all relevant interests should serve the continuity of the company's enterprise. The circumstances of the case will determine which interests should prevail in any given situation, also having regard to the nature of the enterprise. In case the company belongs to a group, the group's interest should be taken into account when determining the company's interest. However, in the end the company's interest is decisive. 6. Duty of proper management (sections 2:8 and 2:9 DCC) You are required to properly manage the company. Improper - clearly negligent and insufficient - management may lead to liability vis-à-vis the company. Whether you will be liable, will depend on all circumstances of the case at hand. Case law has made it clear that: a relatively high degree of culpability is required : directors should not be afraid to take wellconsidered risks and may make mistakes as you cannot make an omelette without breaking eggs; in general, the foreseeability of the company incurring damages due to the directors acts or omissions is an important element of a claim for liability; you may be liable even when having acted in good faith. This type of liability does not purport to sanction each act and omission that turns out less advantageous or even disadvantageous for the company. Case law provides for plenty examples of what might constitute improper management pursuant to this open norm. When trying to translate these examples from case law into practical guidelines, the director mainly has to be aware of his key duties of care and to act loyal (see 8 and 9). The duty to perform his function with sufficient skill (see 7) is considered to be part of a director s duty of care. By meeting these duties a director significantly decreases the chances of being held liable, since courts may only marginally evaluate business 5
6 decisions (i.e. may only hold a director liable when such decisions were evidently wrong). 7. Duty of skill A director is to act in accordance with the insight and care that may be expected from a director who is up to his task as director and who performs his task conscientiously. Your "peer" will be a director of a similar company in similar circumstances as the company. The business judgment rule as such does not exist in Dutch law. An action for improper management on the basis of section 2:9 DCC can be brought by the company (supervisory board, or successive directors or trustee in bankruptcy). No derivative action is available under Dutch law. This means among others that inexperience or unsuitability might lead to liability and are, in any event, no defence. 8. Duty to act loyal (section 2:8 DCC) You are to serve the interests of the company and give priority to the company's interests over your own. So not make use of its corporate opportunities for your own purposes, act as a competitor etc. This duty is derived formfrom the general duty of the company and all those involved with the company pursuant to law or its articles of association to act in accordance with the principles of reasonableness and fairness. 9. Duty of care The board's decisions should be the result of a thorough preparation, a valid appraisal of the different interests involved and be based on sound grounds. When appropriate due to the complexity of the case at hand or lack of internal knowledge, external advisors need to be instructed. The board should also make sure that the company is compliant with all applicable laws, regulations, provisions in the articles of association, principles of good governance etc. (section II.1 CGC) As noted above, it will depend on all circumstances of the case whether or not a director is liable for improper management. This means as well that in matersmatters of urgency, this duty will be met sooner. 6
7 It follows from case law that a director is in principle liable vis-à-vis the company, in case he violates statutory provisions or provisions in the company's articles of association which protect the company's interest, for example pursuing a transaction without the prior approval of the supervisory board as required by the articles of association. 10. How much can you delegate and rely on others The board of a listed company usually consists of several directors, with different areas of expertise and/or attention. They are, however, collectively responsible for the management of the company. Having regard to this collective responsibility, each and every director is jointly liable towards the company in case of improper management by one of the managing directors (section 2:9 DCC). A director will also in principle be liable towards a shareholder, if the company violates a provision in the articles of association which protects such shareholders interest. In theory it is possible to defend oneself against a liability claim of the company by arguing that the act or omission in question did not belong to your tasks, cannot be attributed to you and that you have not been negligent in taking measures to avert the consequences of such acts/ omissions. However, in practice it is difficult to succeed in such defence as the key areas of the board - such as the company's financial situation - are deemed to be the responsibility of all board members and not just the CFO. 11. What is the position on conflicts of interests? (section 2:129 DCC, II.3 CGC) You must inform the other directors and the chairman of the supervisory board of any material conflict of interests you have in a matter that relates to the affairs of the company. Your conflicting interests can either be personal or result from your involvement in another company. 7
8 You should not be present at board meetings, participate in discussions and vote on the matter in which you have an interest, unless the supervisory board resolved that it does not consider you to be conflicted. Transactions in which you have an interest, are subject to the prior approval of the supervisory board and must be published in the annual accounts. 12. What are your other key duties? The board is responsible for keeping the accounts of the company (section 2:10 DCC). The directors have to prepare and sign the annual accounts section 2:101 DCC). Section 2:139 DCC provides for a joint and several liability of directors towards third parties, in practice mostly shareholders, in case of publication of a misleading annual report and/or interim numbers. The board informs the supervisory board at least once a year in writing about the main lines of the company's strategy, its general and financial risks and the risk management system of the company (section 2:141 DCC). The board is responsible for meeting the company's obligations under the Works Council Act. Directors may be liable in case certain statutory provisions relating to the company's share capital are not met. 8
9 13. Risk of fines Several regulatory authorities may fine directors (and managers) in case of violation of certain statutory provisions by the company. The Dutch Authority for Consumers & Markets (ACM) is an example of such authority. Although these decisions are subject to appeal, the authorities may decide to publish their decision pending appeal (naming and shaming). Absent case law, there is an academic debate in the Netherlands as to the question whether these fines may be covered by insurance or an indemnity. Most authors nowadays tend to agree that it is allowed to pay for defence costs under an insurance or indemnity until a court decides that the director was fined on valid grounds. 14. Understanding your disclosure obligations as a director of a listed company (sections 5:38, 5:39, 5:40, 5:48 FSA) Subject to certain exceptions, you must disclose to the AFM (the Dutch Financial Markets Supervisory Authority) your shareholding and voting rights in the company (or its affiliates) if your company is listed on NYSE Euronext Amsterdam or if your company is a Dutch public company (N.V. or naamloze vennootschap) listed elsewhere, when your company lists, or on your appointment or resignation as a director of the company. You should seek specific legal advice in relation to your disclosure obligations. 15. Understanding what the company must do to comply with its statutory obligations You also have an ongoing obligation to disclose any new interest or change in the existing interest in shares or voting rights in the company (or its affiliates), forthwith after that interest arises or change occurs. There are various statutory disclosure obligations that you should understand, such as: maintaining company registers and record You may be civilly liable for a breach by your company of these disclosure obligations, under certain circumstances. 9
10 (section 5.1a FSA) Action/Issue keeping; publishing annual and half-yearly financial reports; publishing half-yearly directors' reports; audit of annual and half-yearly reports; publishing quarterly (Q1 and Q3) financial reports; annual reporting to the shareholders at the AGM; ad hoc disclosures of information that may have a significant influence on the price of the company's listed securities; disclosure obligations in specific circumstances, e.g. when your company offers securities, prepares a takeover bid; filing appropriate forms and reports with the AFM. Disclosures should be made in such a way that any (potential) investor avails over the disclosed information simultaneously, in order to avoid market abuse (e.g. in the form of insider trading). You may also be criminally liable for a breach if you aided, abetted, or were in any way knowingly involved in the breach. For more information on your company's disclosure obligations, you should seek specific legal advice. 16. What is the position if the company may be insolvent? In case it is highly uncertain that the company can avoid bankruptcy, you should be aware of the risk of third parties holding you liable for unpaid debts of the company. Liability may be triggered by entering into obligations knowing that the company cannot pay and will not offer recourse. Preferential treatment of group companies without a valid legal or contractual ground also increases the risk of liability in case of insolvency. As soon as the company is no longer in a position to pay corporate tax and certain other taxes and/or social premiums, this should be reported in writing to In case the company faces serious financial trouble, you should immediately take legal advice. Please note that most cases on directors liability in the Netherlands are related to insolvent companies and started by trustees in bankruptcy. Any claims of third parties will have to be based in tort (section 6:162 DCC; section 2:139 DCC being the sole exception; see 12 above). This provision does not provide for joint and several liability so the third party has to prove the personal involvement of the defendant director when 10
11 the relevant authorities. Absence of such timely notification may be sanctioned by director's liability. In case of bankruptcy of the company, a trustee may pursue claims against directors for reason of obvious improper management. In case of a violation of the duty to keep the company's books or the statutory provisions in relation to the publication of annual accounts, obvious improper management is a fact and the director may only escape liability by proving that other external causes than such improper management may have caused the bankruptcy. pursuing a claim for damages. The mere fact that an act of a director causes financial harm to a creditor of the company does not create liability based on tort. Such liability requires clearly negligent behaviour of the managing director, causing foreseeable harm to the interests of these third parties. 17. What special responsibilities and liabilities are associated with a float? You may be liable if the prospectus for the float does not contain all information investors and their advisers reasonably require to make an informed assessment as to the rights and liabilities attaching to the securities offered and of the company's assets and liabilities, profits and losses, financial position and performance and prospects. You may also be liable if the prospectus contains misleading or deceptive information. Furthermore, you may also be liable if you engage in misleading or deceptive conduct in relation to the issue of shares or when you are in breach of the statutory disclosure obligations (see 14 above). To minimize liability risk, a company which is about to be listed usually conducts a due diligence process, which is an exhaustive review of its operations usually carried out by professional advisors, such as accountants and lawyers. You do not need to be involved in the detail of the due diligence or prospectus drafting, but, at a minimum, you should: ensure that reputable professional advisors are engaged to carry out the due diligence process and the prospectus drafting; understand the methodology being applied for the due diligence; read a draft of the prospectus early enough to ensure that your comments can be taken into account; read the final prospectus before approving it; get sign-offs addressed to you from the accountants, lawyers and other advisors the company may have engaged, stating how the 11
12 due diligence was conducted and signing-off on the prospectus. You should also seek specific legal advice on your position. 18. What special responsibilities and liabilities are associated with a takeover? Takeovers of public companies are subject to complex rules which impose obligations on the bidder and the target companies and their directors. Some key issues for directors are likely to include the following: If you are a director of a bidder company: A potential bidder should seek legal advice at an early stage in considering any takeover, and a target company should seek legal advice immediately upon becoming aware of a potential takeover. whether the bid is in the best interest of the company and its stakeholders; whether the bidder's statements contain all information that is required, including all information that is material to a shareholder of the target to make a decision whether to accept the bid, and whether the information contained therein is not misleading or deceptive. If you are a director of a target company: whether to recommend acceptance of the bid; whether you have considered alternative offers or transactions; whether to enter into break fee arrangements with a bidder; and whether the target company statements include all information that shareholders and their advisors reasonably require to make an informed assessment of whether to accept the offer, and whether the information included is not 12
13 misleading or deceptive. 19. What special responsibilities and liabilities are associated with a joint venture? Self Defence 20. Good corporate governance practices Particularly in a joint venture you should be aware of your duty to act in the best interest of the company and its stakeholders as a whole. Therefore, you: should refrain from representing particular interests (such as the interest of the shareholder who nominated you for appointment); should not be accountable to any interest group (such as a nominating shareholder or union). The risk of liability arising for you as a director is minimised if you have good corporate governance procedures in place. At a minimum: the structure and the composition of the board should be appropriate; the functions, the roles and the focus of the board and its members should be clear; the information systems should be adequate; and the processes and practices should be appropriate. Be aware of situations which may give rise to conflicts of interests (see 10 above). Be aware of your duty not to act in a away which is oppressive or unfairly discriminatory to or constitutes a fraud on a (minority) shareholder. Structure and composition: consider issues such as the size of the board, its mix of skills, the proportion of executives and independents and committee structures (for example: is it appropriate to have an audit committee, a compliance or due diligence committee, a remuneration committee?) Functions and roles: the principle tasks of the board, the level of the board's involvement (as opposed to management involvement), appropriate (time) allocations for tasks, and the relationship with the management team should be clearly understood and responsibility for due diligence recorded. Processes and practices: meeting practices, decision-making mechanisms, reporting lines and processes for directors' performance evaluation should be clearly understood. 13
14 Information systems: format for monthly reports and minutes, mechanisms for directors access to information and key performance indicators should be clearly defined. 21. Insurance Make sure the company has taken out D&O liability insurance, with an appropriate insured amount and state of the art terms and conditions. Review the policy and make sure it covers you for all the positions you hold in the group and for liability after you have retired. Understand the exclusions and the level of cover available. Keep a copy of the policy at home. D&O liability insurance in general offers the best protection against the financial consequences of (claims alleging) director's liability. D&O insurance policies are usually on a claims made basis which means that you will obtain cover if the policy is in force when the claim giving rise to the liability is actually made as opposed to when the act giving rise to the liability occurred. This means it is important to ensure that insurance remains in place after you have resigned. You should also be alert to the probable necessity to buy an extended reporting period after termination of the policy, for instance in case of a bankruptcy A change of control in respect of the company will usually limit coverage to the period prior to the change of control. 22. Exoneration and indemnity It is increasingly common for the company to: (i) agree upon not holding you liable for any damages in connection with acts or omissions in your capacity as director (exoneration), and (ii) to provide an indemnity in respect of claims of third parties against you for acts or omissions in your capacity as director, which also covers defence costs. It is still unclear to what extent an exoneration and indemnity are valid under Dutch law. It is commonly agreed that an exoneration or indemnity for wilful misconduct and/or gross negligence is void. Legal scholars differ as to the question whether an indemnity is valid in respect of acts which qualify as improper management leading to liability (but not as wilful misconduct or gross negligence). Most scholars agree that (as 14
15 long as no judgment or arbitral award is available that establishes improper management) payments can be made under the indemnity, in particular for defence costs. Make sure that the wording of the exoneration/ indemnity and D&O liability insurance are aligned. 23. How do I resign? Review the requirements for resignation as may be laid down in the company's articles of association or otherwise deliver your resignation letter to the company. Your resignation will be effective at the end of the day stated in your resignation letter (albeit that your resignation cannot be effective retroactively) or, if such effective date is not given, the day the notice is given. It does not need to be accepted and cannot be rejected. 24. Can I structure my assets to minimise losses? Should you wish to take such measures, it should be done at a stage in which no claims are known or expected. If you are also employed by the company, your employments ends on the effective date of your resignation. Professional advice is required because of the possible tax and other implications. Any measures taken with a view to a specific risk, may be challenged and avoided. 15
Company Director Checklist Denmark. Contact: Lise Lotte Hjerrild at or Kia Pham at
Company Director Checklist Denmark Contact: Lise Lotte Hjerrild at LLH@horten.dk or Kia Pham at KPH@horten.dk Item Section Check Before Appointment Understand Method of Appointment: By Whom and For How
More informationCompany Director Checklist Czech Republic. Contact:
Company Director Checklist Czech Republic Contact: Daniel.Hajek@achourhajek.com Item Section Check Item Section Check Understand Your Role and What is Expected of You 1 Ongoing Duties Key Duties 5 9, 11,
More informationThe Company Director Checklist - Italy
COLONNELLI DE GASPERIS STUDIO LEGALE The Company Director Checklist - Italy Contact: mcolonnelli@colonnellilaw.com Via G. Morone 6 20121 Milan Via del Corso 525 00186 Rome Tel. +39 02.3657.2260 Fax +39.02.3657.2269
More informationThe Company Director Checklist Mexico
The Company Director Checklist Mexico Contact: alanda@chadbourne.com mromero@chadbourne.com cgarcia@chadbourne.com 1 1. Restrictions... 4 10. Conflicts of interest... 10 11. Information Disclosure... 10
More informationENTREPRENEUR S STARTUP SCALEUP IPO GUIDE.
ENTREPRENEUR S GUIDE www.smeguide.org STARTUP SCALEUP IPO DOWNLOAD THE ELECTRONIC VERSION OF THE GUIDE AT: www.smeguide.org 20 DIRECTORS AND OFFICERS INSURANCE: INSURING YOURSELF AND YOUR COMPANY CLYDE
More informationcorporate advisor Hale and Dorr LLP Directors of Financially Troubled Companies Face Special Duties and Risks
Hale and Dorr LLP March 2002 Directors of Financially Troubled Companies Face Special Duties and Risks In today s difficult economic environment, many companies, both public and private, are encountering
More informationLANDMARK CASE BCE INC. V DEBENTUREHOLDERS
BCE INC. V. 1976 DEBENTUREHOLDERS CURRICULUM LINKS: Canadian and International Law, Grade 12, University Preparation (CLN4U) Understanding Canadian Law, Grade 11, University/College Preparation (CLU3M)
More informationReturned & Services Leagues of Australia (Queensland Branch) Board CoDE OF CONDUCT
Returned & Services Leagues of Australia (Queensland Branch) Board CoDE OF CONDUCT Title Board Code of Conduct Policy Number Version POL-01 V1 Authorised by CEO Policy Owner Board Date Adopted 15 December
More informationProspects. The Role of the Corporate Advisor
Prospects The Role of the Corporate Advisor This booklet has been created in cooperation with Grant Thornton Services Ltd. The Corporate Advisor Small and medium-sized enterprises (SMEs) in Malta can access
More informationGENERAL TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS These general terms and conditions (the General Terms and Conditions ) apply to all services provided by Euryton Trust Management B.V. ( ETM or the Service Provider ) or any
More informationCorporate. Burges Salmon Guide to the responsibilities and duties of a company director
Corporate Burges Salmon Guide to the responsibilities and duties of a company director Contents Introduction The role The general duties Other duties and responsibilities Indemnities and insurance Key
More informationTrustee Liabilities Over-exposed?
Trustee Liabilities Over-exposed? Changes introduced under the new Charities Act have highlighted the personal risks trustees face in undertaking their duties. Andrew Studd takes a look. When the new Charities
More informationSTANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS
STANDARD CONDITIONS FOR COMPANY VOLUNTARY ARRANGEMENTS Version 3 January 2013 TABLE OF CONTENTS 1 COMPANY VOLUNTARY ARRANGEMENTS 1 PART I: INTERPRETATION 5 1 Miscellaneous definitions 5 2 The Conditions
More informationThe Duties and Responsibilities of Pension Fund Trustees. by Mr. Collin Hendriks, QED Actuaries and Consultants (Pty) Ltd.
The Duties and Responsibilities of Pension Fund Trustees by Mr. Collin Hendriks, QED Actuaries and Consultants (Pty) Ltd., South Africa Overview of the Paper The paper introduces the various types of trustee
More informationREPORT ON INVESTMENT MANAGEMENT INTERNATIONAL ORGANIZATION OF SECURITIES COMMISSIONS
REPORT ON INVESTMENT MANAGEMENT INTERNATIONAL ORGANIZATION OF SECURITIES COMMISSIONS October 1994 PRINCIPLES FOR THE REGULATION OF COLLECTIVE INVESTMENT SCHEMES and EXPLANATORY MEMORANDUM INTRODUCTION
More informationThe Authority for the Financial Markets
Insider dealing The Authority for the Financial Markets The AFM promotes fairness and transparency within financial markets. We are the independent supervisory authority for the savings, lending, investment
More informationTHE HARTFORD DIRECTORS, OFFICERS AND ENTITY LIABILITY INSURANCE APPLICATION (FOR EMERGING MARKET) NEW YORK
, a stock insurance company, herein called the Insurer THE HARTFORD DIRECTORS, OFFICERS AND ENTITY LIABILITY INSURANCE APPLICATION (FOR EMERGING MARKET) NEW YORK NOTICE: THIS IS A CLAIMS-MADE POLICY. THE
More informationBelgium Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016
Belgium Minority Shareholder Rights IBA Corporate and M&A Law Committee 2016 Contact Gisèle Rosselle Ludovic Vilain Strelia Gisele.Rosselle@Strelia.Com Ludovic.Vilain@strelia.com Contents Page SOURCES
More informationDirectors And Officers Liability Reimbursement Insurance Fund
Directors And Officers Liability Reimbursement Insurance Fund Schedule Policy No: Fund: Address: Period of Insurance: From: To: (both dates inclusive) Limit of Indemnity: Retentions: Premium: i) Claims
More informationSTANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS. Produced by the. Association of Business Recovery Professionals
STANDARD CONDITIONS FOR INDIVIDUAL VOLUNTARY ARRANGEMENTS Produced by the Association of Business Recovery Professionals Version 2 November 2004 TABLE OF CONTENTS FOR STANDARD CONDITIONS 1 INDIVIDUAL VOLUNTARY
More informationDuties of directors of Jersey companies
Duties of directors of Jersey companies Service area Corporate Location Jersey Date January 2013 This note summarises the duties of directors of Jersey companies, addresses directors indemnities, outlines
More informationBOARD OF DIRECTORS TERMS OF REFERENCE
BOARD OF DIRECTORS TERMS OF REFERENCE JUNE 27, 2016 WENTWORTH RESOURCES LIMITED (the "Corporation" or "Wentworth") BOARD OF DIRECTORS' TERMS OF REFERENCE INTRODUCTION The following terms of reference provide
More informationAcademy Trusts Guidance for Trustees
Academy Trusts Guidance for Trustees Jaime Parkes Email: jparkes@vwv.co.uk DDI: 0121 227 3703 Reference: jxp/1v199/1714 1 Introduction 1.1 This note provides some guidance on the duties and responsibilities
More informationThe DFSA Rulebook. General Module (GEN) Chapter 11 - Supervision. Appendix 3
Appendix 3 The text in this appendix has not been underlined and struck through in the usual manner. Where text is highlighted in yellow this indicates that text is either completely new or has been amended
More informationThis HVG Corporate/M&A Update will inform you on recent developments in Dutch corporate law and the transactions market.
Update December 2014 HVG Corporate/M&A Update This HVG Corporate/M&A Update will inform you on recent developments in Dutch corporate law and the transactions market. Contents: 1. Bickering over goodwill
More informationPROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION of RNTS Media N.V. with official seat in Amsterdam.
1 Draft (1) dated 20 May 2015 PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION of RNTS Media N.V. with official seat in Amsterdam. The following proposal contains two columns. The text of the current Articles
More informationDirectors Duties and Responsibilities
Directors Duties and Responsibilities Directors of a corporation owe duties (and therefore may incur personal liability) to a broad group of persons including the corporation itself, shareholders of the
More informationFraud, Bribery and Corruption Control Policy
Fraud, Bribery and Corruption Control Policy 1. Introduction DuluxGroup acknowledges the need for directors, executives, employees and contractors to observe the highest ethical standards of corporate
More informationWhen Trouble Knocks, Will Directors and Officers Policies Answer?
When Trouble Knocks, Will Directors and Officers Policies Answer? Michael John Miguel Morgan Lewis & Bockius LLP Los Angeles, California The limit of liability theory lies within the imagination of the
More informationKINGDOM OF SAUDI ARABIA. Capital Market Authority THE RULES FOR SPECIAL PURPOSES ENTITIES. (Draft)
KINGDOM OF SAUDI ARABIA Capital Market Authority THE RULES FOR SPECIAL PURPOSES ENTITIES (Draft) English Translation of the Official Arabic Text Issued by the Board of the Capital Market Authority Pursuant
More informationCROSS-BORDER HANDBOOKS 15
Corporate Governance and Directors Duties 2006 Argentina Argentina John O'Farrell and Ignacio Sammartino, JP O'Farrell Abogados S.A. www.practicallaw.com/4-201-8181 CORPORATE ENTITIES The corporate entities
More informationBERMUDA DEPOSIT INSURANCE ACT : 36
QUO FA T A F U E R N T BERMUDA DEPOSIT INSURANCE ACT 2011 2011 : 36 TABLE OF CONTENTS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 PART 1 PRELIMINARY Citation Interpretation Meaning of insured deposit base and relevant
More informationAIM opened on 19 June It is regulated by London Stock Exchange plc.
PLEASE NOTE this mark-up is provided for indicative purpose only. Please refer to the current AIM Rules for Companies for a definitive version. Mark-up in yellow indicates changes made since the version
More informationDirective 2011/61/EU on Alternative Investment Fund Managers
The following is a summary of certain relevant provisions of the (the Directive) of June 8, 2011 along with ESMA s Final report to the Commission on possible implementing measures of the Directive as of
More informationCANADA GOOSE HOLDINGS INC.
CANADA GOOSE HOLDINGS INC. WHISTLEBLOWER POLICY CP08 02 18 CP08 02 18 Page 1 of 10 CANADA GOOSE HOLDINGS INC. WHISTLEBLOWER POLICY 1. PURPOSE CP08 02 18 This Whistleblower Policy (the Policy ) sets out
More informationSECURITIES TRADING POLICY
1. PURPOSE The purpose of this Policy is to: assist those persons covered by the Policy to comply with their obligations under the insider trading provisions of the Corporations Act 2001 (Cth) (Corporations
More informationLIMITED LIABILITY PARTNERSHIP LAW DIFC LAW NO. 5 OF 2004
LIMITED LIABILITY PARTNERSHIP LAW DIFC LAW NO. 5 OF 2004 Consolidated Version (May 2017) As Amended by DIFC Law Amendment Law DIFC Law No. 1 of 2017 CONTENTS PART 1: GENERAL...1 1. Title and Commencement...1
More informationFrom Denial to Acceptance: Advising the Insured Through a Professional Liability Claim
From Denial to Acceptance: Advising the Insured Through a Professional Liability Claim Thomasina Dumonceau Direct: 416.593.2999 tdumonceau@blaney.com Blaney McMurtry LLP - 2 Queen Street East, Suite 1500
More informationCayman Islands Insolvency Law
Cayman Islands Insolvency Law Preface This publication has been prepared for the assistance of those who are considering issues pertaining to the insolvency of companies in the Cayman Islands. It deals
More informationAmendments to the Main Board Rules. Chapter 1. Chapter 3
Amendments to the Main Board Rules (Effective on 1 January 2012 and 1 April 2012. For details of the implementation date for each Rule, please see FAQs) Chapter 1 GENERAL INTERPRETATION 1.01 Throughout
More informationAIM Rules for Companies (clean) - AIM Notice 50. AIM Rules for Companies
AIM Rules for Companies (clean) - AIM Notice 50. AIM Rules for Companies March 2018 1 AIM Rules for Companies Introduction 3 Part One AIM Rules 4 Retention and role of a nominated adviser 4 Applicants
More informationWe Willem-Alexander, by the grace of God, King of the Netherlands, Prince of Orange-Nassau, etc. etc. etc.
Amendment to the Bankruptcy Act in connection with the implementation of the option to declare a composition for restructuring debts made outside bankruptcy universally binding (Continuity of Enterprises
More informationAIM Rules for Companies July AIM Notice 45
AIM Rules for Companies July 2016 - AIM Notice 45 AIM Rules for Companies July 2016 1 AIM Rules for Companies Introduction 3 Part One AIM Rules 4 Retention and role of a nominated adviser 4 Applicants
More informationPrivate Investment Fund Liability Insurance Management and Professional Liability Coverage Part
I. Insuring agreements We will pay loss in excess of any applicable retention resulting from claims against you for a wrongful act as follows, provided the claim is first made against you and reported
More informationInsights for fiduciaries
Insights for fiduciaries Hiring an investment fiduciary issues and considerations for plan sponsors The Employee Retirement Income Security Act of 1974 ( ERISA ), the federal law that governs privately
More informationSupervisory Board Charter. Ernst & Young Nederland LLP
Supervisory Board Charter Ernst & Young Nederland LLP Preamble Per 1 July 2015, Ernst & Young Nederland LLP ("EY" or "the Partnership") set up a supervisory board ("the SB"). The first supervisory directors
More informationDirectors and Officers Liability Insurance Policy Wording
THIS IS A NON-BINDING TRANSLATION FROM THE CZECH LANGUAGE FOR THE PURPOSE OF VERIFICATION ONLY AND IS NOT TO BE USED FOR CONTRACT PURPOSES. PLEASE NOTE THAT ONLY THE CZECH VERSION OF THIS WORDING IS BINDING
More informationGeneral Provisions 2. Disclosure of Information 4. Other Information Subject to Disclosure by Issuer 8. Handling of Inside Information 14
CONTENTS General Provisions 2 Disclosure of Information 4 Other Information Subject to Disclosure by Issuer 8 Handling of Inside Information 14 Financial Reports 16 Changes in Issuer s Business 21 Special
More informationLEGAL ALERT (THE LAW ) JUNE
* LEGAL ALERT LUXEMBOURG LAW DATED 10 MAY 2016 TRANSPOSING DIRECTIVE 2014/91/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 23 JULY 2014 AMENDING DIRECTIVE 2009/65/EC ON THE COORDINATION OF LAWS,
More informationTrustees Liability Insurance Following Enhanced Trustee Director Obligations and Duties. Chris Ketsakidis Partner Mills Oakley Lawyers
Trustees Liability Insurance Following Enhanced Trustee Director Obligations and Duties Chris Ketsakidis Partner Mills Oakley Lawyers Trustees Liability Insurance Following Enhanced Trustee Director Obligations
More informationAND REGULATORY PROVISIONS
This appendix sets out summaries of certain aspects of PRC laws and regulations, which are relevant to our operations and business. Laws and regulations relating to taxation in the PRC are discussed separately
More informationNATIONAL INSTRUMENT INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS TABLE OF CONTENTS
NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS TABLE OF CONTENTS Part 1 Definitions and application 1.1 Investment funds subject to Instrument 1.2 Definition of a conflict
More informationCompanies Act 2006 Directors duties
Companies Act 2006 Directors duties Scott Cochrane, Partner 17 April 2008 10/10664535 Overview of the 2006 Act: scope Radical overhaul covering all aspects of UK company law Will replace the company law
More informationTakeover Rules. Nasdaq Stockholm. 1 November 2017
Takeover Rules Nasdaq Stockholm 1 November 2017 In case of discrepancies between the language versions, the Swedish version is to apply. Contents INTRODUCTION I GENERAL PROVISIONS I.1 Scope of the rules
More information5.1 Manager to refer conflict of interest matters to independent review committee
National Instrument 81-107 Independent Review Committee for Investment Funds PART 1 DEFINITIONS AND APPLICATION 1.1 Investment funds subject to Instrument 1.2 Definition of a conflict of interest matter
More informationContinuous Disclosure Policy
Continuous Disclosure Policy Adacel Technologies Limited ACN 079 672 281 (the Company) Adopted by the Board on 21 July 2017 1. Background 1.1 Overview Continuous Disclosure Policy Adacel Technologies Limited
More informationDirectors duties and corporate transactions
Directors duties and corporate transactions GLAFKOS TOMBOLIS ADAM KUAN 17 / 09 / 2014 Agenda Overview of the UK legal environment for directors Directors duties and obligations at each stage of a typical
More informationOLD REPUBLIC INSURANCE COMPANY
THE ADVANTAGE ENDORSEMENT This endorsement modifies insurance provided under the following: NON-PROFIT ORGANIZATION AND MANAGEMENT LIABILITY INSURANCE POLICY (DUTY TO DEFEND) It is understood and agreed
More informationCorporateGuard 2013 SEC Directors and Officers Liability Insurance
AIG CorporateGuard CorporateGuard 2013 SEC Directors and Officers Liability Insurance Policy Wording In consideration of the payment of the premium or agreement to pay the premium the Insurer and the Policyholder
More informationD&O Insurance - Not for Profit
Why do we need D&O Insurance? Nonprofit organizations, their directors and officers, committee members, trustees, employees and volunteers can be sued for a long list of issues including breaches of fiduciary
More informationProfessional Standards Scheme Briefing paper for lawyers August 2017
Professional Standards Scheme Briefing paper for lawyers August 2017 DISCLAIMER This Guide has been prepared for use by members of Chartered Accountants Australia and New Zealand (CA ANZ) in Australia
More informationFIDUCIARY DUTIES OF THE BOARD OF DIRECTORS
FIDUCIARY DUTIES OF THE BOARD OF DIRECTORS Jenifer R. Smith, Partner September 21, 2017 www.dlapiper.com September 2017 0 Introduction Every director owes fiduciary duties to the corporation and its shareholders.
More informationEmployed Lawyers Liability Coverage Part
Employed Lawyers Liability Coverage Part In consideration of the payment of the premium and subject to all terms, conditions and limitations of this Coverage Part and the General Terms and Conditions for
More informationSupervision and enforcement: where is Luxembourg heading? 15 November 2016
Supervision and enforcement: where is Luxembourg heading? 15 November 2016 Agenda 1. CSSF supervisory practice 2. Managing sanctions risk 3. Directors duties and liability 2 3 1. CSSF supervisory practice
More informationBanking (Deposit Protection) Regulations, 2003 Statutory Instrument 29 of ARRANGEMENT OF SECTIONS
Banking (Deposit Protection) Regulations, 2003 Statutory Instrument 29 of 2003. ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Title and date of commencement. 2. Interpretation. PART II APPOINTED
More informationCPA Code of Ethics. June The Institute of Certified Public Accountants in Ireland
CPA Code of Ethics June 2016 The Institute of Certified Public Accountants in Ireland CONTENTS Definitions 2 PART A: GENERAL APPLICATION OF THE CODE ALL MEMBERS 100 Introduction and Fundamental Principles...
More informationCOMMENTARY JONES DAY. The main changes are: Amended content and timing requirements for financial reports. More detailed obligations on communicating
january 2007 JONES DAY COMMENTARY Implementation of the Transparency Directive in the United Kingdom The Transparency Directive 1 ( TD ) was implemented in the United Kingdom with effect from 20 January
More informationClearing Member Disclosure Document Relating to Clearing of Securities Transactions 1
Markets and Securities Services I Direct Custody & Clearing Dated: 13 December 2017 Citibank Europe Plc Clearing Member Disclosure Document Relating to Clearing of Securities Transactions 1 1 The Guidance
More informationProfessional Indemnity Initiative
British Insurance Brokers Association Professional Indemnity Initiative An introductory guide to professional indemnity policy wordings 2007 BIBA Leading the way in UK insurance CONTENTS 03 Foreword 04
More informationPension trustee liability
Pension trustee liability Pensions have become the topic of debate in most executive boardrooms, with pension issues increasingly influencing corporate activity. Pension trustee liability Why do clients
More informationAtradius Modula Policy - Sample
Atradius Modula Policy - Sample A flexible and tailored approach to Credit Insurance This is a sample of our Modula Policy wording only and is not a legally valid insurance policy. Agreement 00100.00 Agreement
More informationDATED July 2017 ALTUS STRATEGIES PLC AIM COMPLIANCE CODE
DATED July 2017 ALTUS STRATEGIES PLC AIM COMPLIANCE CODE Tel +44 (0)370 903 1000 Fax +44 (0)370 904 1099 mail@gowlingwlg.com www.gowlingwlg.com CONTENTS CLAUSE HEADING PAGE ALTUS STRATEGIES PLC... 1 AIM
More informationCompanies Act Directors duties
Companies Act 2006 - Directors duties Contents Introduction 1 The new statement of directors' duties in brief 2 Duty to act within powers 3 Duty to promote the success of the company 3 Duty to exercise
More informationKINGDOM OF SAUDI ARABIA. Capital Market Authority INVESTMENT FUNDS REGULATIONS
KINGDOM OF SAUDI ARABIA Capital Market Authority INVESTMENT FUNDS REGULATIONS English Translation of the Official Arabic Text Issued by the Board of the Capital Market Authority Pursuant to its Resolution
More informationArticles of Association of KAS BANK N.V.
KAS BANK N.V. ARTICLES OF ASSOCIATION OF KAS BANK N.V. (informal translation) having its seat in Amsterdam, as they read after the deed of amendment to the articles of association executed on 26 April
More informationSunrise Brokers LLP Standard Terms of Business 12 December 2017 (Updated at clause effective 25 May 2018 for GDPR)
Sunrise Brokers LLP Standard Terms of Business 12 December 2017 (Updated at clause 13.16 effective 25 May 2018 for GDPR) Index Sunrise Brokers LLP Standard Terms of Business 1. General Information 2. Applicable
More informationTesting the Limits of Lender Liability in Distressed-Loan Situations. July/August Debra K. Simpson Mark G. Douglas
Testing the Limits of Lender Liability in Distressed-Loan Situations July/August 2007 Debra K. Simpson Mark G. Douglas As has been well-publicized recently, businesses are increasingly turning to private
More informationTHE DUTIES OF DIRECTORS UNDER JERSEY LAW
THE DUTIES OF DIRECTORS UNDER JERSEY LAW O C O R I A N B R I E F I N G February 2015 The text of this briefing is limited in its application to Jersey companies. This is a complex area of law not easily
More informationCriminal tax law: UK corporate criminal offence (CCO)
FSO Germany Tax Controversy News Alert January 2018 Criminal tax law: UK corporate criminal offence (CCO) Impact on German companies A new (corporate) criminal offence has been introduced in the UK in
More informationDirectors & Officers Liability Insurance
Corporate indemnification and insurance policies designed to protect Directors and Officers (D&Os) are complex technical documents. These risk management tools are not well understood and too often only
More informationManagement liability employment practices liability Policy wording
The General terms and conditions and the following terms and conditions all apply to this section. Cover under this section is given on an aggregate basis unless otherwise specified. Special definitions
More informationEnterprise Insolvency Law of the People s Republic of China
Enterprise Insolvency Law of the People s Republic of China (Adopted at the 23 rd Session of the Standing Committee of the 10 th National People s Congress on August 27, 2006 and goes into effect since
More informationContinuous Disclosure Policy
As adopted 27th July 2017 Purpose 1. The purpose of this Continuous Disclosure Policy is to ensure that Goldfields Money Limited (the Company) as a minimum: (a) complies with its continuous disclosure
More informationJebel Ali Free Zone Authority JEBEL ALI FREE ZONE AUTHORITY OFFSHORE COMPANIES REGULATIONS 2018
Jebel Ali Free Zone Authority JEBEL ALI FREE ZONE AUTHORITY OFFSHORE COMPANIES REGULATIONS 2018 Jebel Ali Free Zone Authority PART 1: GENERAL... 7 1. TITLE... 7 2. LEGISLATIVE AUTHORITY... 7 3. DATE OF
More informationHow to Ensure You Are Protecting Your Directors and Officers in These Troubled Times
How to Ensure You Are Protecting Your Directors and Officers in These Troubled Times Risks, Realities, and a New Paradigm Patricia J. Villareal Head, Litigation Group Securities and Corporate Governance
More informationCode of Conduct. This Code of Conduct covers all associates. When appropriate, it also covers all members of the Company's Board of Directors.
Code of Conduct This Code of Conduct has been adopted for the purpose of ensuring that the Company's "Associates" (Officers and Employees) conduct themselves and operate the Company's business in accordance
More informationGemalto. Policy on Inside information and Trading in Financial Instruments. (also called: Insider Trading Policy)
Gemalto Policy on Inside information and Trading in Financial Instruments (also called: Insider Trading Policy) Gemalto N.V. amended by the Board on September 29, 2016 1 / 21 CONTENTS Recitals 4 Page Chapter
More informationCoverage D002 V2 D002 V3 +/=/- Notes. Non-Profit Liability Insurance. Coverage D002 V2 D002 V3 +/=/- Notes
Wording Comparison Coverage D002 V2 D002 V3 +/=/- Notes Specialty Solutions Non-Profit Liability Insurance Coverage D002 V2 D002 V3 +/=/- Notes Insuring Agreements Insuring Agreements: A - Insured's Liability
More informationFrance Takeover Guide
France Takeover Guide Contact Youssef Djehane BDGS Associés djehane@bdgs-associes.com Contents Page INTRODUCTION... 1 KEY HIGHLIGHTS... 1 REGULATORY ISSUES... 3 PREPARING THE OFFER... 4 FILING AND CONDUCT
More informationAL KOOT INSURANCE & REINSURANCE COMPANY BOARD OF DIRECTORS CHARTER
AL KOOT INSURANCE & REINSURANCE COMPANY BOARD OF DIRECTORS CHARTER Al Koot Insurance & Reinsurance Company _BOD Charter Page 1 AL KOOT INSURANCE & REINSURANCE COMPANY BOARD OF DIRECTORS CHARTER Introduction
More informationPOLICE AND CRIMINAL EVIDENCE BILL 2004 A BILL. entitled "BERMUDA DEPOSIT INSURANCE ACT 2010
3 September 2010 A BILL entitled "BERMUDA DEPOSIT INSURANCE ACT 2010 ARRANGEMENT OF CLAUSES PART I Preliminary 1 Short title and commencement 2 Interpretation 3 Meaning of insured deposit base and relevant
More informationAtradius Media Policy - Sample
Atradius Media Policy - Sample Domestic: Dedicated Protection for a Dynamic Sector This is a sample of our Media Policy wording only and is not a legally valid insurance policy. Agreement 00100.00 Agreement
More informationKINGDOM OF SAUDI ARABIA. Capital Market Authority INVESTMENT FUNDS REGULATIONS
KINGDOM OF SAUDI ARABIA Capital Market Authority INVESTMENT FUNDS REGULATIONS English Translation of the Official Arabic Text Issued by the Board of the Capital Market Authority Pursuant to its Resolution
More informationAppendix I Terms relating to JHI NV Shares and JHI NV CUFS and principal differences between Dutch and Australian company laws
> Appendix I Terms relating to JHI NV Shares and JHI NV CUFS and principal differences between Dutch and Australian company laws James Hardie Industries 85 APPENDIX I TERMS RELATING TO JHI NV SHARES AND
More informationeskbook Emerging Life Sciences Companies second edition Chapter 3 Corporate Governance Issues
eskbook Emerging Life Sciences Companies second edition Chapter 3 Corporate Governance Issues Chapter 3 Corporate Governance Issues Corporate governance is a combination of (i) principles, (ii) policies,
More informationPENNANT INTERNATIONAL GROUP PLC AIM RULES COMPLIANCE POLICY
PENNANT INTERNATIONAL GROUP PLC AIM RULES COMPLIANCE POLICY CONTENTS Clause Page 1 INTRODUCTION 2 2 PRINCIPLES 2 3 GENERAL OBLIGATION TO DISCLOSE PRICE SENSITIVE INFORMATION (AIM RULES 10 & 11) 3 4 ROUTINE
More informationMANAGED CARE ERRORS AND OMISSIONS COVERAGE ENDORSEMENT FIDUCIARY COVERAGE SECTION E1855MBG-0309
MANAGED CARE ERRORS AND OMISSIONS COVERAGE ENDORSEMENT FIDUCIARY COVERAGE SECTION E1855MBG-0309 In consideration of the premium charged, it is hereby understood and agreed that FIDUCIARY COVERAGE SECTION
More informationNone of these methods can completely avoid the potential for conflicts to arise and some will not be appropriate in the context of directorships.
Directors Duties Article by Richard Buttigieg, partner and Ian Felice, partner General Directors owe a fiduciary duty to the company of which they are a director. In addition, a director also owes a duty
More informationStandard 5.2b. Disclosure obligation of the issuer and shareholder. Regulations and guidelines
Standard 5.2b shareholder Regulations and guidelines THE FINANCIAL SUPERVISION AUTHORITY 5 Disclosure of information until further notice shareholder 5.2b J. No. 7/120/2004 2 (29) TABLE OF CONTENTS 1 Application
More informationHeerema Marine Contractors
Heerema Marine Contractors ANTI-FRAUD POLICY Date of issue September 2012 Version 2012.02 Document HMC L055 Summary HMC requires its staff at all times to act honestly and with integrity in order to safeguard
More information