AGREEMENT
AMENDING SECTION 14 OF THE STATUTES, ANNEXED TO THE AGREEMENT OF
11 FEBRUARY 2004 BETWEEN DENMARK, ESTONIA, FINLAND, ICELAND,
LATVIA, LITHUANIA, NORWAY AND SWEDEN CONCERNING THE NORDIC
INVESTMENT BANK
The Governments of Denmark, Estonia, Finland, Iceland, Latvia,
Lithuania, Norway and Sweden, hereinafter referred to as the
Member countries, desiring to amend Section 14 of the Statutes of
the Nordic Investment Bank, which are annexed to the Agreement of
11 February 2004 between Denmark, Estonia, Finland, Iceland,
Latvia, Lithuania, Norway and Sweden concerning the Nordic
Investment Bank, hereinafter referred to as the Agreement,
have agreed as follows:
Article I
Section 14 of the Statutes is renumbered as Section 13 and
shall be amended as follows:
"Section 13
The Board of Governors shall be
composed of eight Governors. Each Member country shall be
represented by the Minister designated by it as its Governor.
The Board of Governors shall
appoint a Chair for a term of one year. The position of chair of
the Board of Governors shall rotate among the Member
countries.
The Board of Governors shall be
vested with the following powers:
a) Amendments of the Statutes with
the exception of this Section 13.
b) Decisions on increase and
decrease of the authorised capital stock.
c) Decisions on principles for
capital and liquidity management.
d) Decisions on questions of
interpretation and application of the provisions of the Agreement
and the Statutes.
e) Approval of the annual report of
the Board of Directors and audited financial statements of the
Bank.
f) Appointment of members of the
Control Committee in accordance with Section 16.
g) Decisions on procedures related
to withdrawal of membership of the Bank.
h) Decision on liquidation of the
Bank.
Decisions of the Board of Governors
shall be unanimous. Decisions may be taken by a written
procedure.
The Board of Governors shall hold an annual meeting and
such other meetings as deemed appropriate."
In addition to the above amendment of Section 14 of the
Statutes, certain other Sections of the Statutes have been
amended by decision of the Board of Governors at its Annual
Meeting on 24 May 2019 in accordance with Article 2 of the
Agreement and Section 14 of the Statutes. The amended Statutes
are annexed to this Amending Agreement in their entirety.
Article II
This Amending Agreement shall be approved by the Member
countries. This Amending Agreement shall enter into force thirty
days after the date on which all the Member countries have
deposited their instruments of approval with the Norwegian
Ministry for Foreign Affairs. The Norwegian Ministry for Foreign
Affairs shall inform the other Member countries of the deposit of
the instruments of approval and of the date of entry into force
of this Amending Agreement.
This Amending Agreement shall be deposited with the Norwegian
Ministry for Foreign Affairs, and certified copies shall be
furnished by the Norwegian Ministry for Foreign Affairs to each
of the Member countries.
In witness whereof, the undersigned authorised representatives
of the eight Member countries have signed this Amending
Agreement.
Done at Oslo on 28 February 2020, in one original in the
English language.
For the Government of the Kingdom of Denmark
________________________________
For the Government of the Republic of Estonia
________________________________
For the Government of the Republic of Finland
________________________________
For the Government of the Republic of Iceland
________________________________
For the Government of the Republic of Latvia
________________________________
For the Government of the Republic of Lithuania
________________________________
For the Government of the Kingdom of Norway
________________________________
For the Government of the Kingdom of Sweden
________________________________
AMENDED STATUTES
OF THE NORDIC INVESTMENT BANK
The Nordic Investment Bank shall operate in accordance with
the following provisions:
PURPOSE
Section 1
The purpose of the Nordic Investment Bank, hereinafter
referred to as the Bank, is to make financing available in
accordance with sound banking principles and taking into account
socio-economic considerations, to carry into effect investment
projects of interest to the Member countries and other countries
which receive such financing.
NAME AND
ABBREVIATION
Section 2
The Bank has the following official name in the following
languages: Nordic Investment Bank in the English language,
Nordiska investeringsbanken in the Swedish language, Den Nordiske
Investeringsbank in the Danish language, Põhjamaade
Investeerimispank in the Estonian language, Pohjoismaiden
Investointipankki in the Finnish language, Norræni
fjárfestingarbankinn in the Icelandic language, Ziemeļu
Investīciju banka in the Latvian language, Šiaurės investicijų
bankas in the Lithuanian language and Den nordiske
investeringsbank in the Norwegian language.
The official abbreviation of the Bank's name is NIB.
CAPITAL
Section 3
The authorised capital stock of the Bank shall be EUR
8,368,844,474.11 subscribed by the Member countries as
follows:
Denmark EUR 1,763,074,493.79
Estonia EUR 76,651,259.81
Finland EUR 1,482,690,785.19
Iceland EUR 79,132,913.42
Latvia EUR 111,830,807.21
Lithuania EUR 163,231,714.80
Norway EUR 1,799,704,941.30
Sweden EUR 2,892,527,558.59
Any increase or decrease in the authorised capital stock shall
be decided upon by the Board of Governors, after a proposal by
the Board of Directors of the Bank. Any such increase or decrease
in the authorised capital stock shall be allocated among the
Member countries based upon their Gross National Income at market
prices as determined from time to time by the Board of
Governors.
Section 4
The Member countries have made available to the Bank
10.10346099746250 per cent of the subscribed authorised capital
stock. The payments have been made upon request from the
Bank.
The remainder of the subscribed capital stock shall be subject
to call to the extent the Board of Directors of the Bank deems it
necessary for the fulfilment by the Bank of its debt
obligations.
Section 5
The payments referred to in Section 4 shall be made in
euro.
Section 6
The Bank shall have adequate capital and liquidity management
in accordance with sound banking principles. The Bank shall have
in place sound and effective strategies for risk, capital and
liquidity assessments, which shall be conducted at least annually
and reviewed regularly. The Bank's capital and liquidity
management shall be based on assessed risks in its operations
supplemented by stress testing.
The following minimum limits shall apply:
a) The Bank's paid-in capital and accumulated reserves shall
exceed its internally assessed capital requirement covering the
nature and level of the risks to which the Bank is or might be
exposed.
b) The Bank shall maintain a liquidity reserve necessary for
continuing its operations for a period of at least six months
under a severe stress scenario.
c) To prevent the risk of excessive leverage, the Bank's
paid-in capital and accumulated reserves shall exceed an amount
corresponding to 7 per cent of its total exposure.
Pursuant to Section 13 c) the Board of Governors shall
establish principles for capital and liquidity management,
including details for the determination of the limits set forth
in this Section in accordance with generally recognized
prudential standards as deemed relevant.
Monitoring thresholds for these limits shall be established by
the Board of Directors.
Section 7
The Bank shall acquire the funds necessary for the performance
of its tasks in the Member countries or elsewhere. Additionally,
the capital paid in pursuant to Section 4 may be used for such
purpose.
OPERATIONS
Section 8
For fulfilling the Bank's purpose set forth in Section 1, the
Bank may make financing available in the form of loans,
guarantees and equity participations.
In making loans and issuing guarantees the Bank shall require
that adequate security be provided, unless sufficient security is
considered to exist under the circumstances.
In taking equity participations, the amount of the Bank's
participations shall not exceed at any time an amount
corresponding to 15 per cent of the total of its paid-in capital
and accumulated reserves. For capital adequacy assessment
purposes, the amount of paid-in capital and accumulated reserves
shall be reduced by an amount equal to any equity participation
of the Bank.
The Bank may also make other arrangements relating to its
operations, which are necessary or desirable for furthering the
purpose of the Bank.
The Bank shall co-operate with other credit institutions, and
with public authorities and private institutions concerned.
Section 9
The business of the Bank shall be conducted in accordance with
the principles referred to in Section 1 and in accordance with
the following guidelines:
a) Financing shall not be made if opposed by the state of the
beneficiary.
b) Borrowings and the investment of funds in the Member
countries shall be made in consultation with the authorities of
the country concerned.
c) In its operations, the Bank shall aim for a profit allowing
the formation of reserves and reasonable return on the subscribed
authorised capital referred to in Section 3.
d) The Bank may when specific need arises, acquire shares or
other assets, in support of its business or to protect its
claims.
e) The Bank shall, to the extent practicable, protect itself
against the risk of exchange rate losses.
Section 10
After allocation to appropriate credit risk funds, the surplus
of the Bank shall be transferred into a reserve fund until the
amount equals 10 per cent of the authorised capital stock of the
Bank. Thereafter, the Board of Governors, after proposal by the
Board of Directors of the Bank, shall decide upon the allocation
of the surplus between the reserve fund, and dividends on the
subscribed capital.
Section 11
The Bank's accounts shall be kept in euro. The financial year
shall follow the calendar year.
The annual report of the Board of Directors and audited
financial statements of the Bank shall be submitted to the Board
of Governors for approval.
Governance
Section 12
The Bank shall have a Board of Governors, a Board of
Directors, a President, a Control Committee, and such other
personnel as is necessary to carry out its operations.
Section 13
The Board of Governors shall be composed of eight Governors.
Each Member country shall be represented by the Minister
designated by it as its Governor.
The Board of Governors shall appoint a Chair for a term of one
year. The position of chair of the Board of Governors shall
rotate among the Member countries.
The Board of Governors shall be vested with the following
powers:
a) Amendments of the Statutes with the exception of this
Section 13.
b) Decisions on increase and decrease of the authorised
capital stock.
c) Decisions on principles for capital and liquidity
management.
d) Decisions on questions of interpretation and application of
the provisions of the Agreement and the Statutes.
e) Approval of the annual report of the Board of Directors and
audited financial statements of the Bank.
f) Appointment of members of the Control Committee in
accordance with Section 16.
g) Decisions on procedures related to withdrawal of membership
of the Bank.
h) Decision on liquidation of the Bank.
Decisions of the Board of Governors shall be unanimous.
Decisions may be taken by a written procedure.
The Board of Governors shall hold an annual meeting and such
other meetings as deemed appropriate.
Section 14
Except as provided for in Section 13, all the powers of the
Bank shall be vested in the Board of Directors, which may
delegate these powers to the President to the extent considered
appropriate.
The Board of Directors shall be composed of eight Directors,
of whom each Member country shall appoint one Director for a term
of up to four years at a time. Each Member country shall appoint
one alternate according to the same principles.
The Board of Directors shall appoint from among its members a
Chair and a Deputy Chair for a term of two years. The positions
of chair and deputy chair shall rotate among the Member
countries.
The Board of Directors shall be convened when decided by the
Chair or at the request of at least two of the Directors or the
President.
Seven members or alternates entitled to vote shall constitute
a quorum. Each member shall have one vote; in the absence of a
member, an alternate from the same Member country is entitled to
vote. A position supported by at least five members or alternates
entitled to vote shall become the decision of the Board of
Directors. Decisions may also be taken by a written
procedure.
Section 15
The President shall be responsible for the conduct of the
current operations of the Bank and shall follow the guidelines
and instructions given by the Board of Directors.
The Board of Directors shall appoint the President for a term
of up to five years at a time. The President shall not be a
member or an alternate of the Board of Directors. The President
may participate in the meetings of the Board of Directors, but
shall not vote at such meetings.
Two persons, each being either a member or an alternate of the
Board of Directors, the President or a person authorised by the
Board of Directors, shall sign on behalf of the Bank.
OTHER
PROVISIONS
Section 16
A Control Committee shall be established to monitor that the
operations of the Bank are conducted in accordance with these
Statutes. The Control Committee shall be responsible for
appointing the external auditors to carry out the audit of the
Bank's financial statements. The external auditors' report
together with reports from the Control Committee and its
Chairmanship shall be delivered annually to the Board of
Governors.
The Control Committee shall be composed of at least ten and a
maximum of twelve members. The members of the Committee shall be
appointed for a term of up to two years at a time. The Nordic
Council and the Parliaments of Estonia, Latvia and Lithuania
shall appoint one member from each country. The Board of
Governors shall appoint two to four members to serve as Chair,
Deputy Chair and other members of the Chairmanship who shall
administer the responsibilities and tasks of the Committee. The
Chairmanship shall oversee the performance of the audit of the
Bank's financial statements, carried out by the external
auditors, and monitor the Bank's financial position, risk levels
and capital and liquidity position. The positions of the
Chairmanship shall rotate among the Member countries.
Section 17
If the Board of Governors should decide that the Bank shall
enter into liquidation, the Board of Governors shall decide on
the procedures of liquidation and appoint the persons to be in
charge of the liquidation.
The Member countries shall be responsible for the commitments
of the Bank with their uncalled subscriptions to the capital
stock until all claims of creditors or other liabilities of the
Bank shall have been discharged. Claims of creditors or other
liabilities shall be paid first out of the assets of the Bank,
secondly out of the payments to be made to the Bank in respect of
commitments of paid-in capital, and then out of payments to be
made to the Bank in respect of callable capital. No disbursement
shall be made to Member countries on account of their paid-in
share of the subscribed capital stock or from the reserve fund,
until all liabilities have been discharged or provided for. All
allocations of capital among the Member countries shall be made
in proportion to their respective total share of the subscribed
capital stock.