Statutes Of The Nordic Environment Finance Corporation
Source: NEFCO Secretariat [As revised by decisions of the Nordic Council of Ministers on November 13, 1991 (Sections 2 and 5), on March 3, 1993 (Sections 6, 7, and 8), and on January 9, 1996 (Sections 2, 3, and 10).]
The Governments of Denmark, Finland, Iceland, Norway and Sweden have, pursuant to the Agreement dated March 2, 1990, decided to establish a Nordic environment financing corporation, the operations of which are to be conducted in accordance with the following Statutes:
PURPOSE
§1
Nordic Environment Finance Corporation (NEFCO), hereinafter called the Corporation, has as its purpose to promote investments of Nordic environmental interest in Eastern Europe by contributing to the financing of companies in these countries.
CAPITAL
§2
The capital of the Corporation is ECU 80 million, of which the Kingdom of Denmark shall subscribe ECU 18.284.600, the Republic of Finland ECU 14.872.000, the Republic of Iceland ECU 880.000, the Kingdom of Norway ECU 15.560.200 and the Kingdom of Sweden ECU 30.403.200. The capital shall be placed at the Corporation's disposal free of interest.
The capital shall be paid to the Corporation in installments at the request of the Board of Directors of the Corporation.
Payments shall be made in ECU, or in the national currency of the respective country or other convertible currency on the basis of the exchange rate of the ECU on the date of payment.
Any increase in the capital shall be decided by the Nordic Council of Ministers at the request of the Board of Directors of the Corporation. Increases shall be distributed among the countries in accordance with the scheme of allocation for joint Nordic financing, as determined from time to time by the Nordic Council of Ministers.
OPERATIONS
§3
The Corporation shall finance companies in Eastern Europe that, by means of joint ventures, technology transfers or other forms of cooperation with Nordic companies carry out projects involving the production of environmental equipment or other industrial use of environmental technology or the rendering of services in the environmental sector.
For this purpose the Corporation may subscribe to stock or shares in such a company as well as extend loans and issue guarantees on commercial terms. Loans may be granted as subordinated loans which are repaid and yield interest to the extent made possible by the revenues of the project.
The projects are required to be technically and economically feasible. Projects with a significant Nordic environmental impact shall be given preference. Guidelines for the operations are adopted by the Board of Directors.
The Corporation may administer external funds in accordance with special guidelines.
The Corporation may in addition engage in other activities related to its operations.
§4
The liquid assets of the Corporation shall be managed with due care, and the return thereon as well as the surplus shall be utilized in the operations of the Corporation. The Corporation may, if so decided by the Board of Directors, distribute any surplus to the contracting parties.
§5
The accounts of the Corporation shall be kept in ECU. The fiscal year shall follow the calendar year.
The annual report and annual accounts shall be forwarded to the Nordic Council of Ministers.
ADMINISTRATION
§6
The Corporation shall have a Board of Directors, a Managing Director and such other personnel as is required to carry out its operations.
The Board of Directors is composed of five members. Each country shall appoint one Director for a period not exceeding six years. An Alternate Director shall be appointed for each Director in accordance with the same principles.
The Board of Director shall elect a Chairman and a Vice Chairman for a term of one year. The posts of Chairman and Vice Chairman shall rotate among the Directors.
The Chairman or the Vice Chair-man together with at least three Directors or Alternate Directors en-titled to vote shall form a quorum. Each Director shall have one vote; an Alternate Director may vote only in the absence of the Director. A decision by the Board of Directors re-quires a majority of the votes present. In the event of a tie, the chairman shall cast the deciding vote.
The Board of Directors shall convene when the Chairman so decides or when at least two Directors or the Managing Director so request.
The Board of Directors shall establish its own rules of procedure.
A representative of the Nordic Investment Bank and the secretariat of the Nordic Council of Ministers may participate in the Board meetings, but shall not have the right to vote.
§7
All powers of the Corporation shall be vested in the Board, which may to the extent it deems appropriate delegate such powers to the Managing Director and / or to the Nordic Investment Bank.
The Managing Director shall be responsible for the conduct of the ordinary operations of the Corporation and shall follow the guidelines and instructions given by the Board of Directors.
The Board shall appoint the Managing Director for a maximum term of six years at a time.
The Managing Director shall not be a Director or Alternate Director.
The Managing Director may participate in Board meetings, but shall not have the right to vote.
§8
Two persons, each being either a Director, an Alternate Director the Managing Director or a person authorized by the Board of Directors, shall have the authority to sign on behalf of the Corporation.
OTHER PROVISIONS
§9
A Control Committee shall ensure that the operations of the Corporation are conducted in accordance with the Statutes. The Committee shall be responsible for the audit and shall annually submit an auditor's report to the Nordic Council of Ministers.
The Control Committee appointed by the Nordic Council of Ministers and the Nordic Council to be responsible for the audit of the Nordic Investment Bank shall function as the Control Committee of the Corporation.
§10
The Nordic Council of Ministers shall decide upon any amendments in or additions to the Statutes of the Corporation.
In the event that the Nordic Council of Ministers decides to liquidate the Corporation, the Council of Ministers shall appoint those persons who shall be in charge of the liquidation. In connection with liquidation of the Corporation, repayment or other utilization of the assets of the Corporation may not take place except as the Corporation's obligations are wound up.
