Articles of Association

Foundation and registered office of The Club

The name of The Club is Norwegian Hull Club - Gjensidig Assuranseforening, which is an amalgamation of: Bergens Skibsassuranseforening – Gjensidig, founded on December 17, 1936 and Unitas – Gjensidig Assuranseforening, founded on September 28, 1951, and clubs earlier merged with these.

The registered head office of the Club is in Bergen, with branch offices in Oslo and London.

Business objective

The objective of The Club is to underwrite direct mutual non-life insurance within the branch of marine and transport insurance, reinsurance, and other business naturally related to insurance.

Minimum insurance sum

The Club shall have at least 25 insured entries, representing a total minimum sum insured of NOK 500 million.

Membership

Every assured in the capacity as owner is a member of the Club, unless otherwise stated in this paragraph, or as individually agreed. The Club may grant membership to a lessee, charterer, operator, mortgagee or other
coinsured.

The Board of Directors stipulates guidelines regarding the assessment if, and to whom, membership shall be given.

The Club may grant membership to a Captive insurance company at the discretion of the Board of Directors. Otherwise, reinsurance does not give right to membership.

Insurance at fixed premium does not give right to membership. The Board of Directors may stipulate the limits for how much of the insurance portfolio that may be accepted at fixed premium. The Board of Directors may stipulate that certain insurance products can only be entered into on a fixed premium basis.

Where one insurance agreement gives membership to more than one person, these members are considered as “Joint Members”.

Membership constitutes rights and duties according to Chapters 2 and 3 of the Articles.

Membership commences when the insurance has taken effect and ceases on expiry of the agreed insurance period. When renewing an insurance it is a precondition for membership that the above conditions are complied with.

Governing bodies

The governing bodies of The Club are the Board of Directors, the Committee, the Election Committee and the General Meeting.

Members of the governing bodies term of service

The members and deputy members of the governing bodies shall be elected for a term of two years, half of whom shall retire every year. If several of the members have equally long periods of service, retirement shall be decided upon by drawing lots.

General Meeting

The highest authority of The Club is the General Meeting.

Every member of The Club has the right to be present and vote at the General Meeting. Members of The Club can meet and cast votes by proxy of their own choice according to the Norwegian Limited Companies Act § 5-2.

Members have votes according to the member’s share of The Club’s mutual earned premium in the preceding calendar year. Joint Members have together as many votes as if the insurance agreement had been entered into by one member.

The right to vote on behalf of the Joint Members shall be vested in the member named first in the insurance agreement. The General Meeting shall decide upon any dispute regarding a member’s right to vote. Members holding disputed rights to vote shall not partake in decisions regarding disputed votes. General Meetings shall be opened by the Chair of the Board or by a board appointee. The General Meeting shall elect a Chair of the meeting, who need not represent a member of The Club.

The person opening the meeting shall before the first vote, either by her-/himself of by representative, draw up a record of the members and representatives of members present, and shall record how many votes each represents. This record shall apply until it may be changed by the General Meeting.

A resolution of the General Meeting requires a majority of the votes cast, except as otherwise provided by law or these Articles. In the event of a tie, The Chair of the meeting shall have the casting vote, whether or not (s)he has voting rights.

As regards elections, the person who obtains most votes is deemed to be elected. The General Meeting may decide in advance that renewed voting shall be held if there is no majority of the total poll. In the event of a tie, the decision will be made by the drawing of lots.

Unless provided otherwise in mandatory law (cf. § 8-3 (1) of the Norwegian Finance Institutions Act and the Norwegian Limited Companies Act §5-18), a decision to amend the Articles requires the approval of at least two-thirds of the votes represented at the General Meeting. Amendments to these articles as set out in regulation on finance institutions and finance groups § 7-2 must be approved by the Ministry of Finance to be valid.

The Chair of the meeting shall ensure that minutes are kept thereof. Resolutions of the General Meeting shall be entered in the minutes with an entry on the outcome of the voting. The record of the members present shall be incorporated into or enclosed with the minutes of the meeting. The General Meeting shall elect two members to sign the minutes together with the Chair of the meeting. The minutes shall be available to all members and shall be filed in a safe manner. The General Meeting shall be convened by the Board of Directors with at least 14 days’ written notice to all members whose address is known.

Notice to Joint Members is to be sent to the member named first in the insurance agreement. The notice shall state the time and place of the meeting and specify the agenda of the General Meeting. Every member of The Club has the right to have a matter dealt with by the General Meeting that has been notified in writing to the Board of Directors in such good time that it can be entered on the agenda. If the notice has already been given, renewed notice shall be sent if at least one week are left before the date of the General Meeting is to take place.

Matters that have not been notified to the members according to the provisions above, cannot be decided upon without the consent of all of the members of the Club.

Matters not entered on the agenda, shall nonetheless not prevent that:

1. the Ordinary General Meeting decides upon matters that by law or according to the Articles shall be dealt with at the meeting,

2. the Ordinary General Meeting decides upon proposals of investigation according to the Norwegian Limited Companies Act § 5-25 first paragraph, cf. Norwegian Finance Institutions Act § 8-3 (4),

3. it is resolved to convene a new General Meeting in order to decide upon proposals submitted at the meeting.

Ordinary General Meeting

The Ordinary General Meeting shall be held once a year before the end of the month of June.

The annual financial statement and the annual report of the Board of Directors, as well as the auditors' report and the statement of the Committee, shall be distributed to all members of The Club with known address not later than one week before the General Meeting.

These papers shall also be distributed to those present who have not received the documents beforehand.

The following matters shall be dealt with and decided upon:

1. adoption of the annual financial statement and annual report.
2. application of profit and the coverage of loss in accordance with the adopted balance sheet and § 3-2 to 3-3 of these articles.
3. election of members, and if the General Meeting so decides deputy members, to the Committee.
4. election of the Chair and Deputy Chair of the Committee for a period of one year.
5. stipulation of the remuneration of the members and deputy members of the Board of Directors, the Committee and the Election Committee.
6. elect one or more state authorized auditors and determine their remuneration. The auditor(s) shall continue in service until a replacement is elected.
7. approval of instructions for the Election Committee.
8. any other matter which is set out in the notice calling the meeting and proposed by the Board of Directors, the Committee or a member.
9. any other matter which according to law or these Articles pertains to the General Meeting.
   

Extraordinary General Meeting

An Extraordinary General Meeting shall be called when the Board of Directors, the Committee or the Chair of the Committee deems it necessary, or for the determination of a specific matter when demanded in writing by the auditor or by members who together represent at least one-tenth of the votes.

The Committee

The Committee shall consist of 12 to 30 members with up to half their number of deputies. The General Meeting shall annually stipulate how many of each.

The members shall be elected from among The Club’s members. The Committee shall be composed such that the members’ interests are duly represented. The Chair or the Deputy Chair of the Committee may call Committee meetings with at least 14 days' written notice.

Meetings are convened as often as the Board of Directors or the Chair of the Committee deems necessary, but at least twice a year. A meeting shall be called when demanded by members who together represent at least one-sixth of the members of the Committee or by the Board of Directors.

The Committee forms a quorum when more than four tenths of its members are present. The Committee can nevertheless not adopt resolutions unless all members have as far as possible been given the opportunity to participate in the proceedings. If a member is to be absent then their deputy shall be given the opportunity to participate.

A resolution of the Committee requires a majority of the votes of the members present. A decision is valid only when those in favour of the resolution make up more than one-third of all members. In the event of a tie the Chair, or in his/her absence the Deputy Chair, has the casting vote.

Functions of the Committee

The Committee shall supervise the Board of Directors' and the Managing Director's administration of The Club, and that the objective of The Club is furthered in accordance with Norwegian law, these articles, and the resolutions of the General Meeting and the Committee.

Each of the Committee members may, at Committee meetings, request information regarding the operation of The Club to the extent it is considered necessary. Investigations can be initiated either by the Committee itself or a panel from the Committee. The Board of Directors shall furnish the Committee with all information necessary for evaluation of the operation of The Club.

In addition, the Committee shall:

1. submit to the General Meeting a statement as to whether the annual financial statement adopted by the Board of Director's shall be approved.

2. submit to the General Meeting a statement regarding the proposal of the Board of Directors on how to apply profits or cover losses.

3. elect members, and deputy members if the Committee so decides, to the Board of Directors,

4. elect the Chair and Deputy Chair of the Board for a period of one year. The election of the Chair and the Deputy Chair shall be from among those members of the Board who have not been elected by the employees,

5. elect members of the Election Committee,

6. elect Chair of the Election Committee,

7. on recommendation by the Board, decide upon matters regarding: (a) investments that are substantial in relation to the funds of The Club. (b) rationalisation or changes to the operation of The Club which will entail important reorganisation of the employees. The Committee shall keep minutes of its meetings. The Committee shall elect two representatives to sign the minutes together with the Chair

The Board of Directors

The Board of Directors shall consist of at least five and not more than ten directors, together with the number of deputy directors decided by the Committee. In addition, two board members and two deputy board members shall be elected by and from among the employees of The Club.

If a director elected by the employees terminates his / her employment with the Club, he / she shall also retire as a director. The Board of Directors shall meet regularly, called by the Chair of the Board in order to deal with relevant matters.

The Board shall deal with matters in meetings, unless the Chair of the Board finds that the matter can be submitted in writing or dealt with in an otherwise satisfactory manner.

The Chair of the Board shall ensure that the board members whenever possible can participate in a collective consideration of matters that are to be dealt with outside meetings. Any director or the Managing Director of The Club may require a board meeting to be called.

The annual financial statements and annual report shall be dealt with in a meeting.

Any director or the Managing Director of The Club may require the Board of Directors to deal with specific matters.

The board meetings are conducted by the Chair or in his/her absence the Deputy Chair. If neither of these are present, then the participating directors will elect a chair from those present. The Board of Directors forms a quorum when more than half of its directors are present or participate in the proceedings. The Board of Directors can nevertheless not adopt resolutions unless all members of the board have as far as possible been given the opportunity to participate in the proceedings.

In cases of absence and when there is a deputy, the deputy shall be called.

Resolutions of the Board of Directors require the supporting vote of a majority of the votes of the directors who participate in the consideration of matters. For a decision to be valid, the directors in favour of the resolution must make up more than one-third of all the directors. In the event of a tie, the Chair has the casting vote.

The Board of Directors shall keep minutes of its meetings. The minutes shall as a minimum state the time and place of the meeting, the participants, the mode of procedure and the Board’s resolution. It shall be evident that the necessary quorum was reached and that all the directors were as far as possible given the opportunity to participate and that deputy board members were called in cases of absence.

If a board resolution is not unanimous, the minutes shall specify who voted for and against the resolution. Board members and the Managing Director who do not agree on a resolution may require their opinion to be recorded in the minutes. The minutes shall be signed by all directors present at the meeting. The Board of Directors may elect two of its members to sign the minutes. In such case, a copy of the minutes shall be sent at all directors with a deadline for comments, which on demand shall be included in the minutes.

Functions of the Board of Directors

The Board of Directors shall administer the business of The Club, ensure that the Club is properly organised and that the interests of The Club and its members are furthered in an appropriate manner.

The Board of Directors shall to the extent it is necessary stipulate plans and budgets for the Club’s business. The Board of Directors shall also stipulate operational guidelines and instructions for management.

The Board of Directors shall keep informed of The Club’s financial position and is obliged to ensure that its operations, accounts and management of funds are subject to satisfactory controls. The Board of Directors shall conduct necessary investigations to fulfil its duties. The Board of Directors shall commence such investigations if so demanded by one or more directors.

The Board of Directors shall also:

1. submit to the Committee for its opinion a complete and audited annual financial statement and to the General Meeting for approval a complete and audited annual financial statement and annual report,

2. submit to the Committee for its opinion and to the General Meeting for approval its proposal for application of profit or coverage of loss.

3. decide on the employment of the Managing Director and stipulate the remuneration and conditions of service, as well as decide on the general remuneration and conditions of service for other employees.

4. supervise the day-to-day administration of The Club and its operations in general.

5. stipulate board instructions in accordance with the Norwegian Limited Companies act §6-23, cf. the Norwegian Finance Institutions Act §8-7.

Audit Committee

The Association shall have an audit committee. The Board of Directors decides whether the entire Board shall serve as audit committee, or whether the committee shall be elected by and from the members of the Board of Directors. Members of the Board of Directors who are executives of the Association cannot be elected as members of the audit committee.

The audit committee shall in total have such competence as is required to carry out its duties based on the Association's organisation and operations. At least one of the members of the audit committee shall be independent from the Association and have qualifications in accounting or audit

The audit committee's responsibilities

The audit committee shall:

a) prepare the Boards deliberations on the accounts reporting process;

b) monitor systems for internal control and risk management as well as the internal audit,

c) maintain a dialogue with the elected auditor regarding auditing of the annual accounts; and

d) assess and monitor the auditor's independence.

Signatories for The Club

The Board of Directors represents The Club in its dealings with third parties and signs for it. The Managing Director represents The Club in third party dealings that come under the everyday administration.

The Club is also committed by the signature of the Chairman of the Board or the Managing Director separately or by the joint signatures of two other directors.

The Board may grant power of procuration.

Managing Director

The Club shall have a Managing Director who shall be in charge of the day-to-day administration of The Club, implement the resolutions of the Board of Directors and moreover further the interests of The Club in accordance with the instructions and guidelines laid down by the Board of Directors.

The daily administration does not comprise matters which by The Club’s standards are of an unusual kind or major importance.

The Managing Director may decide matters under authorisation from the Board of Directors in each case, or whenever the Board of Director’s resolution cannot be awaited without major inconvenience to The Club. The Board of Directors shall be informed of the decision as soon as possible.

The Managing Director shall ensure that The Club’s accounts are in accordance with laws and regulations, and that the management of funds is organised in a satisfactory manner.

The Managing Director shall at least every third month, either in a meeting or in writing, inform the Board of Directors of The Club’s business, position and financial development.

The Board of Directors may at any time require that the Managing Director furnish the Board with a more detailed report on specific matters. Such a report may also be demanded by each board member.

Election Committee

The Club shall have an Election Committee with a least five members. The members shall be elected by the Committee. At least one member shall have a background from the Board of Directors or be familiar with the Board of Directors. The Election Committee shall follow the mandate laid down by the General Meeting.

Premiums

The advance premiums shall be set with regard to all circumstances which are considered relevant to the assessment of each risk.

Return premium

If the total premiums and other income of the Club are found to be in excess of that required to cover the claims and costs of the calendar year, The Club may decide that the surplus, wholly or in part, shall be repaid to the members in the calendar year in question by way of a pro rata discount to be stipulated in proportion to the net advance premiums for that calendar year.

It is not permissible to declare higher return premium than proposed or accepted by the Board of Directors.

Repayment to Joint Members is to be sent to the member named first in the insurance agreement

Contributions

Claim for contribution against the members may only be enforced by The Club. Any deficit may be assessed between the members in the calendar year in question by calling a contribution to be levied pro rata in proportion to the net advance premium of that calendar year. The contribution shall be limited to one time the net advance premium. Joint Members have joint and several liability for payment of contribution.

Contribution falls due on the time set by The Club.

Closing of the calendar year

Each calendar year shall be kept open for payment of return premium or levying of contributions until the General Meeting, on the Board of Directors’ recommendations, decides to close the calendar year. After the calendar year has been closed, no further contributions can be called and no return premium can be paid.

Termination of membership

Upon termination of membership in The Club, members are not entitled to any part of the equity of The Club.

Dissolution of The Club

Upon dissolution of The Club, any surplus of The Club shall be distributed to those who were members of The Club at the time of dissolution, in proportion to paid-in premium over the last 10 years of operation.

Minimum insurance value

If the number of insured entries, or the total sum insured, decreases below what is provided in § 1-3 of these articles, the Board of Directors shall immediately call, with no more than 14 days' notice, a General Meeting which shall make a decision in accordance with § 10-2 of the Norwegian Insurance Business Act.

Arbitration

Disputes between The Club and its members shall be resolved by arbitration under the rules of the arbitration procedure adopted by the Nordic Offshore and Maritime Arbitration Association (Nordic Arbitration) and in force at the time when such arbitration proceedings are commenced. Nordic Arbitration’s Best Practice Guidelines shall be taken into account.

The place of arbitration shall be Bergen, Norway and Norwegian law shall be applied exclusively.