TRANSCRITOS DE ENTREVISTAS

apply to employees in undertakings through which a financial undertaking carries on other activities on a temporary basis.

General regulations regarding other duties and positions held by the management

80.-(1) Persons employed by the board of directors of a financial undertaking in accordance

with legislation or the articles of association may not, without the consent of the board of directors, own or operate an independent enterprise, or in the capacity as a member of the

38

board of directors, an employee, or in any other way, participate in the management or operation of another enterprise than said financial undertaking, cf. however section 199(9) and (10).

(2) Other employees in a financial undertaking for whom there is a significant risk of conflicts

between the interests of the employee and those of the financial undertaking may not, without the consent of the board of management, own or operate an independent enterprise, or in the capacity as a member of the board of directors, employee, or in any other way, participate in the management or operation of another enterprise than said financial undertaking. The board of directors shall be informed of any authorisation granted by the board of management.

(3) The board of directors shall decide which employees have a significant risk of conflicts

between the interests of the employee and those of the financial undertaking, and who shall consequently obtain the authorisation of the board of management, cf. subsection (2). The board of directors shall ensure that the relevant employee knows of this decision. The penalty provision in section 373(2) shall apply from the time when the employee in question has received information hereof.

(4) The activities mentioned in subsections (1) and (2) shall only be carried on where the

financial undertaking or undertakings which form part of a group or a joint organisation of administration with said financial undertaking do not have and do not enter into exposures with the enterprises specified in subsections (1) and (2) or undertakings which form part of a group with said undertakings. This shall not apply to exposures in the form of equity investments, exposures in the undertakings mentioned in subsections (5) and (6) and exposures in enterprises that form part of a group with the financial undertaking or enterprises where financial undertakings jointly or financial undertakings in association with funds and associations established under sections 207, 214 and 215 own more than 4/5 of the equity investments.

(5) The ban on exposures stipulated in subsection (4) shall not apply in connection with

participation in the boards of directors of Danmarks Skibskredit A/S, Dansk Udviklingsfinansiering A/S, BSU-fonden, LR Realkredit A/S, Bornholms Erhvervsfond, Grønlandsbanken A/S, Kongeriget Danmarks Fiskeribank, regulated markets, clearing centres, central securities depositories, OMX AB, OMX Exchanges Oy, Industrialiseringsfonden for udviklingslandene (IFU) and Industrialiseringsfonden for Østlandene (IFØ).

(6) The ban on exposures stipulated in subsection (4) shall not apply in connection with

participation in the board of directors of an undertaking which is temporarily operated by a bank, mortgage-credit institution or insurance company pursuant to section 25 to secure or settle exposures already entered into.

(7) All authorisations granted by the board of directors in pursuance of subsection (1) shall

appear in the minute book of the board of directors.

(8) The financial undertaking shall at least annually publish information on the duties and

positions approved by the board of directors under subsection (1). Furthermore, the external auditors shall make a declaration in the audit book comments stating whether the financial undertaking has exposures with enterprises covered by subsections (1) and (2).

(9) In special cases, the Danish FSA may grant exemptions from subsection (4). Special regulations regarding savings banks

39

81.-(1) The shareholder committee is the ultimate authority of the savings bank.

(2) The shareholder committee shall have at least 21 members. The members of the

shareholder committee shall be elected for a period of 4 years. If the shareholder committee has less than 21 members due to a member leaving the savings bank, a supplementary election shall take place.

(3) Depositors and guarantors of the savings bank shall be entitled to vote when electing

shareholder committee members. Each depositor shall only have 1 vote. A guarantor shall have 1 vote for every DKK 1,000 paid of the savings banks' guarantee capital up to a maximum of 20 votes. Regulations regarding the electoral system, voting rights and execution of elections shall appear in the articles of association.

(4) The depositors and guarantors voting at an election for the shareholder committee shall

elect a part of said committee that corresponds to the ratio between the number of votes cast and the total number of votes assigned to the depositors and guarantors of the savings bank, to a minimum of 1/3 of the members of the shareholder committee. The remaining members of the shareholder committee shall be elected solely by the voting guarantors and by the outgoing shareholder committee in savings banks with no voting guarantors. Efforts should be made so that the shareholder committee is varied both geographically and professionally.

(5) If every depositor in the savings bank is entitled to act as a guarantor and the number of

votes that may be cast by guarantors is no less than 1,000, the articles of association of the savings bank may prescribe that, notwithstanding subsections (3) and (4), the shareholder committee shall be elected by the guarantors alone. A guarantor shall have 1 vote for every DKK 1,000 paid of the savings banks' guarantee capital up to a maximum of 20 votes.