§ 9. General Meeting
(1) The Fund's supreme authority is the General Meeting. Unless otherwise determined by the MoF, each member institution has one representative and one vote at the General Meeting. A member institution can appoint as its proxy a representative of another member institution entitled to attend the meeting.
(2) The General Meeting is held once a year, when possible by the end of June.
(3) The Annual General Meeting is convened by the board. Notice of the General Meeting is issued by means of a letter sent to the member institutions no later than 14 days before the meeting. The agenda of items to be considered by the General Meeting must be in the hands of the member institutions no later than one week before the meeting. The General Meeting may not make any final decision on items other than those included in the agenda.
(4) Any proposal which a member institution wishes to have considered by the General Meeting must be submitted in writing. Such proposals should be submitted long before the meeting is convened, and must be received by the Fund no later than three weeks before the General Meeting.
(5) An Extraordinary General Meeting is held when the board deems it necessary, or when at least ten member institutions or member institutions which together represent more than 10 per cent of the total assets which member institutions have under management so demand. Those requesting an Extraordinary General Meeting must indicate at the same time which issues they wish the meeting to consider. Notice of an Extraordinary General Meeting must be issued in writing, so that it can be expected to have been received by all member institutions no later than eight calendar days before the meeting takes place.
(6) The General Meeting is chaired by the board’s chair, and in the absence of the board’s chair by its deputy chair. Should both the above be absent, the General Meeting elects the meeting chair. The meeting chair is responsible for ensuring that minutes are kept of the General Meeting. The minutes must be approved and signed by the meeting chair and two other participants who are elected by the meeting.
(7) Unless otherwise expressly stated in the Statutes, the General Meeting passes resolutions with a simple majority. In the event of a tie, the meeting chair has the casting vote, except for votes where decisions are made by the drawing of lots.
(8) The General Meeting adopts the Guarantee Fund’s Statutes, and can issue instructions to the board.
(9) The Annual General Meeting reviews:
a. The Report of the Board of Directors
b. The financial statements and the auditor's report
c. Establishment of remuneration paid to elected representatives and the auditor
d. Election of board members and deputy members
e. Election of members of the Nomination Committee
f. Other items that the board has tabled for consideration
g. Proposals from member institutions.
§ 10 Nomination Committee
(1) A Nomination Committee is elected at the General Meeting and prepares nominations for the next Annual General Meeting. Members of the Nomination Committee are proposed by elected board members.
(2) The Nomination Committee consists of five members, who are elected for a term of two years from among the representatives of member institutions. Members should preferably be re-elected only once. The General Meeting appoints the committee’s chair.
§ 11 Board of Directors
(1) The Board of Directors consists of seven members. Five members and five deputy members are elected in numbered sequence by the General Meeting, preferably from among the CEOs of member institutions. One member and deputy member are appointed by Norges Bank (central bank of Norway) and one member and deputy member by the Financial Supervisory Authority of Norway.
(2) Board members and deputy board members are elected for a term of two years. The election of members should reflect the need to achieve a balanced representation from member institutions of varying asset sizes and business models. A member should preferably be re-elected only twice.
(3) The board elects a chair and deputy chair from among its own members for one year at a time.
(4) Unless otherwise specified in § 15(5) or § 17(3) below, at least four board members must be present and unanimous in their decision for a board resolution to be adopted.
(5) Board meetings are held as often as the chair deems necessary or when at least two board members so request. Wherever possible board meetings should be convened in writing. Notice of the meeting must state the items to be deliberated. The Fund’s business manager convenes the meeting on behalf of the board chair.
(6) If deemed necessary due to time restraints, the board chair can opt to submit a matter to the board for written consideration. Resolutions may nonetheless not be adopted with respect to matters considered in writing if a board member requests that the item be considered at a board meeting. Resolutions made with respect to matters considered in writing must be presented to and recorded in the minutes at the next board meeting.
(7) The Chair of the Board is responsible for ensuring that minutes are kept of the board's proceedings. Each board member may request to have his/her vote recorded in the minutes. The minutes are signed by two board members appointed by the board, and by the Fund’s business manager. A copy of the minutes shall be sent to the board members.
(8) The board members receive remuneration for their work, as established by the General Meeting.
§ 12 The functions of the board
(1) The board manages the Guarantee Fund's activities.
(2) The board shall:
a. Convene Annual and Extraordinary General Meetings.
b. Make decisions on the collection of levies and obtaining of guarantee declarations etc. in accordance with §5(3)(4) and §6(2)(3) of the Statutes.
c. Establish the strategy and guidelines for management of the Guarantee Fund's assets in accordance with § 7 and make decisions on borrowings in accordance with § 8.
d. Employ a business manager for the Guarantee Fund, and issue instructions for the latter's conduct and remuneration.
e. Make decisions on the implementation of the deposit guarantee scheme or on support measures, in accordance with §§ 15, 16, 17 and 18 of the Statutes.
(3) The board's authority to commit the Guarantee Fund:
a. The Fund is bound by the signature of the board chair or at least two board members jointly.
b. The board may grant the business manager limited authority to act on behalf of the Fund.
§ 13 Audit
(1) The General Meeting elects a certified public accountant to perform auditing services. The auditor issues his report to the General Meeting.
§ 14 Duty of Confidentiality
(1) Elected representatives, public officials and the auditors of the Guarantee Fund shall issue a declaration on the duty of confidentiality regarding any matters of which these parties may become aware in their official capacities.