/Translation from Lithuanian/
MINISTER OF FINANCE OF THE REPUBLIC OF LITHUANIA
ORDER
ON THE CHANGE OF THE REGISTERED OFFICE OF THE PUBLIC INSTITUTION „DEPOSIT AND INVESTMENT INSURANCE” AND THE AMENDMENT OF ORDER No. 1K-320 OF THE MINISTER OF FINANCE OF 18 SEPTEMBER 2023 „ON THE REORGANISATION OF THE STATE ENTERPRISE DEPOSIT AND INVESTMENT INSURANCE INTO A PUBLIC INSTITUTION”
Vilnius
Acting in accordance with subparagraphs 1 and 2 of paragraph 1 and paragraph 12 of Article 12 of the Law on Public Institutions of the Republic of Lithuania, paragraph 7 of Article 2 of Law No. XIV-2242 Amending Law No. I-1428 on Public Institutions of the Republic of Lithuania, and having regard to paragraph 2, items 23.1 and 23.10, and paragraph 30 of the Articles of Association of the Public Institution Deposit and Investment Insurance approved by Order No. 1K-320 of the Minister of Finance of the Republic of Lithuania of 18 September 2023 „On the Reorganisation of the State Enterprise „Deposit and Investment Insurance” into a Public Institution”, I hereby:
1. Change the address of the registered office of the Public Institution Deposit and Investment Insurance (legal entity code 110069451) to Savanorių Ave. 5, LT-03116 Vilnius, Lithuania.
2. Change Amend Order No. 1K-320 of the Minister of Finance of the Republic of Lithuania of 18 September 2023 „On the Reorganisation of the State Enterprise Deposit and Investment Insurance into a Public Institution” and restate it as follows:
“MINISTER OF FINANCE OF THE REPUBLIC OF LITHUANIA
ORDER
ON THE APPROVAL OF THE ARTICLES OF ASSOCIATION OF THE PUBLIC INSTITUTION „DEPOSIT AND INVESTMENT INSURANCE”
Pursuant to subparagraph 1 of paragraph 1 and paragraph 12 of Article 12 of the Law on Public Institutions of the Republic of Lithuania,
I hereby a p p r o v e the Articles of Association of the Public Institution Deposit and Investment Insurance (attached)”
Minister of Finance Gintarė Skaistė
APPROVED BY
Order No. 1K-320 of the Minister of Finance of the Republic of Lithuania of 18 September 2023
(as amended by Order No. 1K-297 of the Minister of Finance of the Republic of Lithuania of 6 September 2024)
ARTICLES OF ASSOCIATION OF THE PUBLIC INSTITUTION „DEPOSIT AND INVESTMENT INSURANCE”
CHAPTER I
GENERAL PROVISIONs
1. The Public Institution „Deposit and Investment Insurance” (hereinafter referred to as the Institution) is a non-profit public legal entity with limited civil liability. In carrying out its activities, the Institution shall be governed by the Civil Code of the Republic of Lithuania, the Law on Public Institutions of the Republic of Lithuania, the Law on Public Administration of the Republic of Lithuania, the Law on Insurance of Deposits and Liabilities to Investors of the Republic of Lithuania (hereinafter referred to as the Law), European Union legal acts regulating deposit and investor liability insurance activities, these Articles of Association of the Institution (hereinafter referred to as the Articles of Association) and other legal acts related to such activities.
2. The founder and owner of the Institution is the State. The rights and duties of the owner of the Institution shall be exercised by the Ministry of Finance of the Republic of Lithuania.
3. The legal form of the Institution shall be a public institution.
4. The Institution shall be established for an indefinite period.
5. The financial year of the Institution shall begin on 1 January and end on 31 December.
6. The Institution shall operate in the area of financial markets and financial services assigned to the Minister of Finance.
CHAPTER II
OBJECTIVE AND FUNCTIONS OF THE INSTITUTION
7. The objective of the Institution shall be to implement the State policy in the field of insurance of deposits and liabilities to investors with a view to ensuring the protection of depositors and investors and strengthening the stability and security of the financial system through the insurance of deposits and liabilities to investors and the administration of the Deposit Insurance Fund, the Investor Liability Insurance Fund and the Resolution Fund (hereinafter collectively referred to as the Funds).
8. The functions of the Institution shall be as follows:
8.1. to perform the functions of the Institution established by the Law;
8.2. in the cases provided for in the Law on Financial Sustainability of the Republic of Lithuania, to participate in the financing of the resolution of a bank or a central credit union by transferring funds from the Deposit Insurance Fund to an entity designated by the resolution authority;
8.3. to participate in the financing of the transfer of the assets, rights and liabilities of a bank or a central credit union in accordance with the Law on Financial Sustainability, where the Institution transfers funds from the Deposit Insurance Fund to the credit institution acquiring such assets, rights and liabilities, as designated by the resolution authority;
8.4. to participate in the financing of the transfer of the assets, rights and liabilities of a credit union in accordance with the Law on Credit Unions of the Republic of Lithuania, where the Institution transfers funds from the Deposit Insurance Fund to the credit institution acquiring such assets, rights and liabilities, as designated by the supervisory authority;
8.5. to maintain and publish on its website the list of participants in the deposit insurance scheme of the Republic of Lithuania and the list of participants in the investor liability insurance scheme;
8.6. to prepare and submit, no later than 31 October of each year, to the Council of the Institution (hereinafter referred to as the Council) for assessment the estimated administrative income and expenditure of the Deposit Insurance Fund and the Investor Liability Insurance Fund for the following calendar year;
8.7. to prepare and submit, no later than 1 December of each year, to the institution exercising the rights and duties of the owner for approval the operational strategy of the Institution, including the income and expenditure estimates of the Institution and the Funds for the following calendar year;
8.8. to notify the European Banking Authority, by 31 March of each year, of the amount of covered deposits held by participants in the deposit insurance scheme and of the amount of financial resources of the Deposit Insurance Fund, based on data as at 31 December of the preceding year;
8.9. to develop and implement non-formal education, competence development and other educational projects in the field of depositor and investor protection and the strengthening of the stability and security of the financial system;
8.10. to examine applications and complaints related to the activities of the Institution.
CHAPTER III
PROCEDURE FOR BECOMING A NEW MEMBER OF THE INSTITUTION
9. A person may become a new member of the Institution (hereinafter referred to as a Member) by making a contribution to the Institution in accordance with the procedure established by the Law on Public Institutions and these Articles of Association.
10. The procedure for admitting a person as a Member shall be as follows:
10.1. A person wishing to become a Member shall submit an application to the Head of the Institution. The application shall specify the applicant’s details (for a natural person: name, surname, personal identification number (or, where the person does not have one, date of birth), and correspondence address; for a legal person: name, legal form, registration number, registered office, and the name, surname and personal identification number of its representative (or, where the representative does not have one, date of birth)), express consent to the objective of the Institution’s activities, indicate the proposed contribution to the members’ capital, the amount of such contribution (where the contribution is monetary) or its value (where the contribution consists of tangible or intangible assets) in euros, and specify the time limit for transferring the contribution to the Institution. Where assets are to be contributed, a valuation report of the assets shall be submitted together with the application.
10.2. A person shall be admitted as a Member by a decision of the General Meeting of Members. The Head of the Institution shall notify the person wishing to become a Member of the decision adopted by the General Meeting of Members within 3 working days.
10.3. Where the General Meeting of Members adopts a decision to admit a Member, the person wishing to become a Member shall become a Member upon transferring to the Institution the contribution specified in his or her application.
11. A person who has acquired membership rights shall become a Member in accordance with the following procedure:
11.1. The person shall notify the Head of the Institution in writing of the acquisition of membership rights within 5 working days and shall submit a document evidencing the acquisition of membership rights or an extract thereof. Where an extract is submitted, it shall indicate the parties to the transaction by which the membership rights were acquired, the subject matter of the transaction, the date of the transaction, the date of acquisition of the membership rights, and the value of the contributions to the members’ capital held by the Member who transferred the membership rights, if such value is specified in the document evidencing the acquisition of membership rights. The notification shall also indicate the Member who transferred the membership rights (for a natural person: name, surname and personal identification number (or, where the person does not have one, date of birth); for a legal person: name), the person who acquired the membership rights (for a natural person: name, surname, personal identification number (or, where the person does not have one, date of birth), and correspondence address; for a legal person: name, registered office, registration number, and the name and surname of its representative), and the date of acquisition of the membership rights.
11.2. The value of the contribution to the members’ capital of the person who has become a Member shall be equal to the value of the contributions held by the Member who transferred the membership rights.
12. Once the person wishing to become a Member has completed the actions specified in item 10.3 of these Articles of Association, or the person who has acquired membership rights has completed the actions specified in item 11.1 of these Articles of Association, the Head of the Institution shall, within 2 working days, record the new Member and the value of the Member’s contribution in the Institution’s documents, taking into account, respectively, the provisions of item 10.3 of these Articles of Association or the date of acquisition of membership rights indicated in the documents referred to in item 11.1 of these Articles of Association and the provisions of item 11.2 of these Articles of Association.
13. Upon completion of the actions specified in paragraph 12 of these Articles of Association, the new Member shall be issued with a document certifying the value of his or her contributions.
CHAPTER IV
PROCEDURE FOR WITHDRAWAL AND/OR EXPULSION OF A MEMBER
14. A person may cease to be a Member:
14.1. by recovering his or her contribution;
14.2. by transferring membership rights to another person in accordance with the procedure set out in Chapter V of these Articles of Association.
15. Where there is more than one Member, a Member intending to withdraw by recovering his or her contribution shall notify the Head of the Institution thereof in writing.
16. Within 5 working days of receipt of the Member’s notice of intention to withdraw by recovering his or her contribution, the Head of the Institution shall inform the other Members in the manner specified in item 29.2 of these Articles of Association and shall convene a General Meeting of Members in accordance with the procedure established by these Articles of Association for the purpose of adopting a decision on the Member’s withdrawal by recovering his or her contribution.
17. The property right of a Member withdrawing from the Institution shall be safeguarded. The Member shall be compensated for his or her contribution to the Institution by the return of a contribution equal in value to that originally made by the Member to the Institution (the contribution may not be increased in proportion to the assets accumulated by the Institution).
CHAPTER V
PROCEDURE FOR THE TRANSFER OF MEMBERSHIP RIGHTS TO OTHER PERSONS
18. Membership rights owned by the State may, by a resolution of the Government of the Republic of Lithuania, be transferred to municipalities for the performance of their independent functions. Membership rights owned by the State may be sold to other persons by public auction, provided that the Institution meets the conditions set out in paragraph 10 of Article 20 of the Law on the Management, Use and Disposal of State and Municipal Assets of the Republic of Lithuania. A decision on the sale of membership rights owned by the State shall be adopted by the Government in accordance with the procedure established in paragraph 11 of Article 20 of the Law on the Management, Use and Disposal of State and Municipal Assets.
19. Where there is more than one Member, a Member intending to sell his or her membership rights, other than membership rights owned by the State, shall notify the Head of the Institution thereof in writing and shall indicate the sale price of the membership rights.
20. Within 5 working days of receipt of the Member’s notice of intention to sell membership rights, the Head of the Institution shall inform the other Members in the manner specified in item 29.2 of these Articles of Association (indicating the Member selling the membership rights and the sale price thereof) and shall convene a General Meeting of Members in accordance with the procedure established by these Articles of Association for the purpose of adopting a decision regarding the Member who will purchase the membership rights being sold.
21. If, during the General Meeting of Members, it becomes apparent that none of the Members is willing to purchase the membership rights at the specified price, the Member intending to sell the membership rights may sell them to another person.
22. Where there is only one Member, the membership rights shall be sold to a natural or legal person selected by that Member without carrying out the actions specified in paragraphs 19–21 of these Articles of Association.
CHAPTER VI
PROCEDURE FOR MAKING MEMBERS’ CONTRIBUTIONS TO THE INSTITUTION
23. Members’ contributions shall be made to the Institution in accordance with the following procedure:
23.1. Monetary contributions shall be paid into the Institution’s bank account.
23.2. Tangible and intangible assets shall be transferred to the Institution by drawing up an asset transfer deed. The deed shall be signed by the person transferring the assets (the founder, a Member, or a person wishing to become a Member) and the Head of the Institution. An asset valuation report relating to the transferred assets shall also be submitted to the Institution. Such report shall have been prepared not earlier than 6 months before the date of transfer of the assets to the Institution. The valuation of the assets shall be carried out at the expense of the owner of the assets being transferred.
CHAPTER VII
BODIES OF THE INSTITUTION
24. The bodies of the Institution shall be:
24.1. the General Meeting of Members;
24.2. the Council, a collegial advisory body;
24.3. the Head of the Institution (Director), the single-person management body.
CHAPTER VIII
GENERAL MEETING OF MEMBERS
25. In addition to the functions established by the Law on Public Institutions, the General Meeting of Members shall also:
25.1. approve the long-term operational strategy of the Institution for a period of not less than 3 years;
25.2. approve the activity report of the Institution for the reporting financial year;
25.3. approve the annual income and expenditure estimates of the Institution and the Funds;
25.4. approve the annual financial statement sets of the Institution and the Funds and adopt decisions on the establishment, modification, use and dissolution of the Institution’s reserves from surplus (profit);
25.5. adopt decisions on the audit of the Institution’s activities and on the audit of the annual financial statement sets of the Institution and the Funds in cases other than those established by the Law on Audit of Financial Statements and Other Assurance Services of the Republic of Lithuania or provided for in these Articles of Association;
25.6. establish the procedure for the investment of the Institution’s equity capital and the funds administered by the Institution;
25.7. conclude and terminate an employment contract with the Head of the Institution on behalf of the Institution and approve the job description of the Head of the Institution;
25.8. establish the performance objectives of the Head of the Institution and assess their implementation;
25.9. adopt decisions regarding incentives for the Head of the Institution;
25.10. establish qualification requirements for positions to be filled through a competitive selection procedure;
25.11. establish the procedure for informing the General Meeting of Members and the Council about the representation of the Institution in insolvent credit institutions;
25.12. adopt decisions on the establishment of a branch (representative office) of the Institution;
25.13. adopt decisions on the centralised performance of the Institution’s functions;
25.14. decide on other matters assigned to the competence of the General Meeting of Members by legal acts.
26. The General Meeting of Members shall be convened at least once a year within 4 months following the end of the Institution’s financial year. For the ordinary General Meeting of Members, the Head of the Institution shall submit the annual financial statement sets of the Institution and the Funds for the preceding financial year and the activity report of the Institution together with the auditor’s opinion.
27. The right to initiate a General Meeting of Members shall be vested in the Members, the Council or the Head of the Institution. A Member or the Council wishing to initiate a General Meeting of Members shall submit a request to convene such meeting to the Head of the Institution.
28. The General Meeting of Members shall be convened and its agenda shall be prepared by the Head of the Institution.
29. The General Meeting of Members shall be convened in accordance with the following procedure:
29.1. The Head of the Institution shall notify each Member of the convening of the General Meeting of Members no later than 14 days before the date of the meeting. The meeting may be convened without observing the 14-day notice period if all Members consent thereto in writing, either on paper or by electronic means.
29.2. A notice to a Member shall be sent by registered mail or by electronic communications or delivered against signature. Notices sent by registered mail shall be sent to the correspondence addresses provided by the Member to the Institution. Where a notice has been sent by electronic communications and a confirmation of receipt has been received from the Member, the notice need not be sent by registered mail or delivered against signature.
29.3. A repeated General Meeting of Members shall be convened no earlier than 5 days and no later than 21 days after the date of the General Meeting of Members at which a quorum was not present. Members shall be informed of the date of the repeated General Meeting of Members in the manner established in item 29.2 of these Articles of Association.
30. Where a meeting is convened at the initiative of the Members or the Council, upon receipt of a request from a Member or the Council to convene the meeting, the Head of the Institution shall, no later than 14 days before the meeting, notify each Member of the date, time and place of the meeting in the manner specified in item 29.2 of these Articles of Association and shall provide the agenda.
31. All Members shall have the right to vote. At the General Meeting of Members, each Member shall have one vote where the value of the Members’ contributions is equal. Where the values of the Members’ contributions differ, the contribution of the Member with the lowest-value contribution shall entitle that Member to one vote, while the number of votes of the other Members shall be calculated by dividing the value of their contribution by the value of the lowest contribution and rounding the result to the nearest whole number as follows: where the digit following the last digit to be retained is 5 or greater than 5, 1 shall be added to the last retained digit; where the digit following the last digit to be retained is less than 5, the last retained digit shall remain unchanged.
32. The General Meeting of Members shall adopt decisions where a quorum is present, i.e. where Members holding more than one half of the votes at the General Meeting of Members are present, except in the case of a repeated General Meeting of Members, which may adopt decisions on the agenda of the General Meeting of Members that failed to take place, irrespective of the number of Members present.
33. Decisions of the General Meeting of Members shall be adopted by a simple majority of the votes of the Members participating in the General Meeting of Members, except for the following decisions, which shall require a qualified majority of two-thirds of the votes:
33.1. reorganisation of the Institution and approval of the terms and conditions of reorganisation;
33.2. conversion of the Institution into another legal form;
33.3. liquidation of the Institution or revocation of its liquidation;
33.4. amendment of the proportion according to which votes are allocated at the General Meeting of Members.
34. Where the Institution has a sole Member, that Member shall be referred to as the owner of the Institution. In such case, the procedure for convening the General Meeting of Members established in paragraph 29 of these Articles of Association shall not apply. Written decisions of the owner of the Institution shall be deemed equivalent to decisions of the General Meeting of Members, and minutes shall not be drawn up.
CHAPTER IX
COUNCIL
35. The Council shall be a collegial advisory body of the Institution. Its members shall be appointed and removed by the General Meeting of Members. The Council shall consist of 5 members. The Minister of Finance shall nominate 3 members to the Council and the Chair of the Board of the Bank of Lithuania shall nominate 2 members. Subject to the consent of the Council, one representative of each of the associations of banks, financial brokerage firms, management companies and credit unions may participate in Council meetings with the right of an advisory vote.
36. The term of office of a member of the Council shall be 4 years. The number of terms of office shall not be limited. The term of office of a member of the Council shall commence on the date of his or her appointment to the Council.
37. Before the expiry of the term of office, members of the Council may be removed by the General Meeting of Members upon receipt of a request from the institution that nominated the respective member to nominate another member in his or her place. A member of the Council may resign before the expiry of his or her term of office by giving written notice to the other members of the Council and to the General Meeting of Members no later than 14 days in advance. A decision regarding the removal or resignation of a member of the Council and the nomination of another representative to the Council shall be adopted no later than one month from the date on which the request for removal or resignation is submitted to the General Meeting of Members. Where the General Meeting of Members adopts a decision to remove individual members of the Council, new members of the Council shall be appointed for the remainder of the term of office of the member whose position they replace.
38. The activities of the Council shall be headed by the Chair of the Council and, in his or her absence, by the Deputy Chair of the Council. The Chair and the Deputy Chair of the Council shall be elected by the Council from among its members.
39. The activities of the Council shall be organised in accordance with its rules of procedure approved by the Council.
40. The Council shall submit conclusions, recommendations and proposals to the General Meeting of Members regarding:
40.1. the operational strategy of the Institution, the annual activity report, the income and expenditure estimates of the Institution and the Funds, as well as measures necessary to achieve the Institution’s objectives and improve the efficiency of its activities;
40.2. annual asset acquisition and/or borrowing plans, borrowing by the Institution from deposit insurance schemes of other Member States, or the granting of loans to deposit insurance schemes of other Member States;
40.3. the disposal, lease, transfer for use under a loan-for-use agreement, or encumbrance of non-current assets owned by the Institution;
40.4. approval of draft regulatory legal acts prepared by the institution exercising the rights and duties of the owner of the Institution;
40.5. determination of the annual rate of periodic (ex ante) deposit insurance contributions;
40.6. adoption of a decision to participate in financing the transfer of assets and rights of a bank, a central credit union or a credit union;
40.7. adoption of a decision regarding the use of the liquid assets of a participant in the deposit insurance scheme in respect of which a deposit insurance event has occurred for the payment of deposit insurance compensation.
41. In performing its functions, the Council shall have the right to:
41.1. obtain from the Institution the information and documents necessary for the performance of the Council’s functions;
41.2. obtain opinions and explanations from the Head of the Institution regarding the Institution’s activities;
41.3. submit proposals regarding the Institution’s activities to the General Meeting of Members.
CHAPTER X
HEAD OF THE INSTITUTION
42. The procedure for the appointment and dismissal of the Head of the Institution shall be established by the Law on Public Institutions. The Head of the Institution shall be appointed through a public competition for a term of office of 5 years in accordance with the Description of the Procedure for Organising and Conducting Competitions in State and Municipal Enterprises, State and Municipal Institutions and Public Institutions Financed from the State Budget, Municipal Budgets, the Budget of the State Social Insurance Fund and Other State Funds, Where the State or a Municipality Is the Owner or a Member Holding More than One Half of the Votes at the General Meeting of Members, and in Municipal Cultural Centres Established as Public Institutions with Two or More Municipalities as Members, approved by Resolution No. 496 of the Government of the Republic of Lithuania of 21 June 2017 on the Implementation of the Labour Code of the Republic of Lithuania.
The extent to which the Institution has achieved its operational objectives and complied with the objectives set for it shall be assessed in accordance with the procedure established by the General Meeting of Members 3 months before the expiry of the term of office of the Head of the Institution. Where the General Meeting of Members decides not to appoint the same person as Head of the Institution for a further term of office, it shall organise a competition for the position of Head of the Institution 3 months before the expiry of the current term of office. The Head of the Institution may not hold the position for more than two consecutive terms of office.
43. The remuneration procedure for the Head of the Institution shall be established by the institution exercising the rights and duties of the owner of the Institution in accordance with the Law on the Remuneration of Managers and Employees of Public Institutions of the Republic of Lithuania Where the State or a Municipality Is the Owner or a Member Holding More than One Half of the Votes at the General Meeting of Members.
44. A person who has been deprived, in accordance with the procedure established by law, of the right to hold such position may not serve as the Head of the Institution.
45. During his or her employment with the Institution and for a period of 3 years following the termination of the employment contract, the Head of the Institution shall be obliged to protect confidential information obtained in his or her capacity as the Head of the Institution.
46. Without the consent of the General Meeting of Members, the Head of the Institution may not be employed by another legal person or serve as a member of a management body of another legal person.
47. In addition to the rights and duties established by the Law on Public Institutions and other legal acts, the Head of the Institution shall:
47.1. organise the activities of the Institution with a view to achieving the objective established for the Institution in these Articles of Association and open and close the accounts of the Institution and the Funds on behalf of the Institution;
47.2. represent the Institution before courts, state and municipal authorities and agencies, act on behalf of the Institution in relations with other persons, and represent the Institution abroad and in international organisations;
47.3. authorise another employee of the Institution to perform the functions of the Head of the Institution during his or her leave or business trips, as well as in other unforeseen circumstances where, for objective reasons, the Head of the Institution is unable to perform his or her functions. Where, for objective reasons, the Head of the Institution is unable to agree in advance with the General Meeting of Members on the person acting in his or her place, the functions of the Head of the Institution shall be temporarily performed by a person appointed by the General Meeting of Members;
47.4. conclude transactions with natural and legal persons on behalf of the Institution within the scope of competence established by these Articles of Association, except for transactions requiring the prior approval of the General Meeting of Members. Transactions exceeding EUR 30,000 in value shall be concluded subject to the approval of the General Meeting of Members, except for:
47.4.1. transactions relating to the investment of the Institution’s equity capital and/or the Funds’ resources in accordance with the approved rules;
47.4.2. public procurement contracts concluded with the successful supplier of goods, service provider or contractor in accordance with the procedure established by the Law on Public Procurement of the Republic of Lithuania;
47.5. conclude and terminate employment contracts with employees of the Institution and heads of branches (representative offices), determine the terms and conditions of their employment contracts, grant incentives, establish liability for breaches and approve job descriptions;
47.6. approve the Institution’s internal organisational and administrative documents and procedural descriptions;
47.7. provide the General Meeting of Members and the Council with information on the Institution’s activities necessary for the performance of their functions;
47.8. provide the General Meeting of Members and the Council with information on events that may affect the continuity, nature or scope of the Institution’s activities;
47.9. organise the preparation of the Institution’s operational strategy and, having coordinated it with the Council, submit it to the General Meeting of Members;
47.10. organise the preparation of the income and expenditure estimates of the Institution and the Funds and, having coordinated them with the Council, submit them to the General Meeting of Members for approval;
47.11. submit to the General Meeting of Members reports on the activities and risk assessment of the Institution and the Funds for the reporting financial year;
47.12. manage, use and dispose of the assets of the Funds and the Institution in accordance with the procedure established by legal acts;
47.13. adopt decisions on the investment of the resources of the Deposit Insurance Fund, the Investor Liability Insurance Fund and the Institution’s equity capital, and select financial intermediaries for carrying out investments;
47.14. adopt decisions on the investment of the resources of the Resolution Fund and select financial intermediaries for carrying out investments;
47.15. prepare and submit draft decisions and draft legal acts, within the scope of their respective competence, to the General Meeting of Members and the Council for approval;
47.16. provide the General Meeting of Members, at least once a year, with information on the achievement of the Institution’s objectives, results (performance indicators) and compliance with expectations;
47.17. decide on all other matters relating to the activities of the Institution that are not assigned to the competence of the General Meeting of Members or the Council.
48. In addition to the responsibilities established by the Law on Public Institutions and other legal acts, the Head of the Institution shall be responsible for:
48.1. preparing the annual financial statement sets of the Institution and the Funds in compliance with the requirements of legal acts governing the preparation of financial statements, submitting them together with the auditor’s opinions to the General Meeting of Members for approval no later than 4 months after the end of the financial year, and publishing them on the Institution’s website;
48.2. the timely submission of the financial statement sets of the Institution and the Funds, together with the auditor’s opinions, to the Public Sector Accounting and Reporting Consolidation Information System (VSAKIS);
48.3. the submission of data and documents to the manager of the Register of Legal Entities;
48.4. the registration of Members, where the Institution has more than one Member;
48.5. compliance with the obligations to ensure the primacy of the public interest as established by the Law on the Adjustment of Public and Private Interests of the Republic of Lithuania;
48.6. ensuring the protection of personal data processed by the Institution.
49. The Head of the Institution shall adopt decisions in the form of orders.
50. Where the Head of the Institution is removed from office, his or her functions shall, until the appointment of a new Head of the Institution, be performed on a temporary basis for a period not exceeding one year by an employee of the Institution or another person appointed by the General Meeting of Members, with whom the employment contract is amended accordingly or concluded for the period of appointment to perform the functions of the Head of the Institution. The employment contract or amendment thereto referred to in this paragraph shall be signed by a person authorised by the General Meeting of Members.
CHAPTER XI
PROCEDURE FOR THE ESTABLISHMENT OF BRANCHES AND REPRESENTATIVE OFFICES AND THE TERMINATION OF THEIR ACTIVITIES
51. A branch (representative office) of the Institution shall be established, and the activities of a branch (representative office) shall be terminated, by a decision of the General Meeting of Members.
52. A branch (representative office) of the Institution shall operate in accordance with regulations approved by the Head of the Institution.
53. A branch (representative office) of the Institution may hold current and other bank accounts. The assets of a branch (representative office) of the Institution shall be included in the accounting records of the Institution and shall also be recorded separately in the accounting records of the respective branch (representative office).
CHAPTER XII
PROCEDURE FOR PROVIDING MEMBERS WITH DOCUMENTS AND OTHER INFORMATION RELATING TO THE ACTIVITIES OF THE INSTITUTION
54. Upon a written request of a Member, including a request submitted by electronic means, the Institution’s documents shall be made available to the Member for inspection during the Institution’s business hours at its registered office or at another location designated by the Head of the Institution where the documents are kept, within the time limit specified by the Member (or, where no time limit is specified, no later than within 7 working days from the date of receipt of the request). Copies of such documents may be sent to the Member by registered mail to the address indicated by the Member to the Institution, by electronic communications, or delivered against signature.
55. Documents of the Institution, copies thereof and other information shall be provided to Members free of charge.
CHAPTER XIII
PROCEDURE FOR PROVIDING INFORMATION ON THE ACTIVITIES OF THE INSTITUTION TO THE PUBLIC, INCLUDING PUBLIC NOTICES
56. Where notices of the Institution are required to be made public, they shall be published, in accordance with the procedure established by the Government of the Republic of Lithuania, in the electronic publication Public Notices of Legal Entities of the State Enterprise Centre of Registers and on the Institution’s website at iidraudimas.lt. The Institution may also publish such information in another publication.
57. Other notices of the Institution to Members and other persons shall be sent by registered mail or by electronic communications, or delivered against signature. Notices to a Member shall be sent by registered mail to the address indicated by the Member to the Institution. Urgent notices may be transmitted by electronic communications, provided that the originals are sent to the addressee by registered mail or delivered against signature on the same day.
58. The Head of the Institution shall be responsible for the timely dispatch of notices or their delivery against signature.
59. The activity report of the Institution shall be published on the Institution’s website no later than 5 working days after the date of the ordinary General Meeting of Members.
60. Other information to be made available to the public, as determined by the General Meeting of Members, shall be published on the Institution’s website.
61. Third parties shall be provided with the opportunity to review the Institution’s activity report and other information made available to the public at the Institution’s registered office during the Institution’s business hours or through communication and other technical means.
CHAPTER XIV
FINAL PROVISIONS
62. These Articles of Association may be amended by a decision of the General Meeting of Members. The right to initiate amendments to the Articles of Association shall be vested in the General Meeting of Members and the Head of the Institution.
63. Where amendments to the Articles of Association are initiated by the Head of the Institution, the Head of the Institution shall apply to the General Meeting of Members and shall set out in writing the substance of, and the reasons for, the proposed amendments.
64. The Institution shall be reorganised, converted into another legal form or liquidated in accordance with the procedure established by the Law on Public Institutions.
