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About us / Company information / Articles of Association

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Filipstad Brygge 1, 0252 Oslo

Articles of Association

These Articles of Association were last changed by the Annual General Meeting held on 6 June 2024. 

These articles of association are issued in Norwegian and have been translated into English. In case of discrepancy between the two versions, the Norwegian version shall prevail.

Chapter I
Company, objectives, registered office

§ 1 The Company's name is Kommunalbanken AS.

§ 2 The Company is a direct continuation of the activities carried out by the government administrative body Norges Kommunalbank.

The state’s shares may be assigned to municipalities, county authorities, intermunicipal companies and municipal pension funds. Any such assignment will be carried out in accordance with the Company's aim of maintaining the highest possible creditworthiness.

§ 3 The Company's objective is to provide loans to municipalities, county authorities, and intermunicipal companies, and to other companies that carry out local government tasks against either a municipal or government guarantee or other satisfactory security.

The Company can also undertake other tasks appropriate to the Company's business.

§ 4 The Company's registered office is in Oslo.

Chapter II
Primary capital - shares

§ 5 The Company's share capital is NOK 3,894,625,000 divided into 3,894,625 shares of NOK 1,000 each.

§ 6 The acquisition of shares is conditional on the consent of the Company's Board of Directors. Consent can only be withheld on grounds of fact.

§ 7 Pre-emption rights granted to shareholders pursuant to section 4-19 of the Norwegian Limited Liability Companies Act can also be claimed for shares which have changed owner.

Chapter III
Board of Directors

§ 8 The Company's Board of Directors shall collectively exhibit diversity and breadth of qualifications, experience and background, and shall consist of between five (5) and nine (9) members. If a majority of the employees should so decide, it can demand that one-third and at least two (2) of the members of the Board shall be elected by and from amongst the Company's employees. For these members, two (2) personal deputies shall be elected.

The other members shall be elected by the Annual General Meeting for two-year terms.

The Annual General Meeting shall elect the Chair and Vice Chair of the Board of Directors.

The Nomination Committee shall prepare the election of the Chair and the Vice Chair and the other non-employee members of the Board of Directors.

§ 9 The Chair of the Board shall ensure that the Board holds meetings as often as the Company's business necessitates, and when a member calls for a meeting to be held.

The Board constitutes a quorum if more than half the members are present. Valid resolutions are those for which the majority of the members present have voted, although a proposal which entails a change can only be passed if voted for by more than one-third of all the board members. If the votes on each side are equal, the Chair of the meeting shall have the casting vote.

§ 10 The responsibility for the overall management of the Company lies with the Board, and it shall therefore inter alia:

  1. Ensure that the Company’s business operations/activities are soundly organised.
  2. Draw up strategies and plans, budgets and guidelines for the Company's business operations/activities and check that they are followed.
  3. Keep itself informed of the Company’s financial position and ensure that its operations, accounts and capital management are subject to adequate control.
  4. Make decisions and grant authority for new loans to be raised.
  5. Grant special powers and authorisation to sign on behalf of the company per procurationem.
  6. Present the annual accounts and directors' report to the Annual General Meeting.
  7. Make recommendations to the Annual General Meeting with respect to alterations to the Articles of Association.
  8. Appoint the Chief Executive Officer.
  9. Set the Chief Executive Officer’s salary.
  10. Prepare guidelines and remuneration reports in accordance with § 26 of the Articles of Association.
  11. Supervise the day-to-day management of the Company and its overall operations.

§ 11 The Chair of the Board, or the Vice Chair of the Board, jointly with the Chief Executive Officer may sign for the Company. Two of the shareholder-elected members of the Board jointly may also sign for the Company. The Board can authorise other persons to sign on behalf of the Company per procurationem.

§ 12 The Chief Executive Officer shall be responsible for the day-to-day management of the Company and its business operations/activities in accordance with the instructions laid down by the Board.

Chapter IV
Supervisory Board

§ 13 The Supervisory Board shall consist of twelve members and five deputy members. One member and one personal deputy member shall be elected by and from amongst the employees. The remainder of the members and deputy members shall be elected by the Annual General Meeting. The Supervisory Board should be composed of as broad a range of members as possible in order that the various districts and interest groups affected by the Company's business are fairly represented. No member of the Board of Directors or any of the Company’s senior executives can be elected as a member of the Supervisory Board.

The members of the Supervisory Board shall be elected for two-year terms. The Supervisory Board shall elect a Chair and Vice Chair from amongst its members to serve for a term of one year.

§ 14 The Supervisory Board shall be convened by the Chair and meet at least once a year or as often as the Chair finds necessary, or when called for by the Board of Directors or by a minimum of two members of the Supervisory Board. The notice of the meeting shall set out the business to be considered. The Board of Directors and the Company's auditor shall be invited to attend the meetings of the Supervisory Board. Unless otherwise determined by the Supervisory Board in individual instances, the members of the Board of Directors are entitled to be present at the meetings of the Supervisory Board with the right to speak and to make proposals. The Ministry of Local Government and Regional Development can participate in Supervisory Board meetings with up to two observers.

The Supervisory Board constitutes a quorum when at least two-thirds of its members or deputy members are present. If the requisite number of members is not present, a new meeting of the Supervisory Board shall be called. The new meeting will constitute a quorum if more than half the members are present.

Valid resolutions of the Supervisory Board are those for which the majority of the members present have voted, although a resolution can only be passed if voted for by more than one third of all the members. If the votes on each side are equal, the Chair of the meeting shall have the casting vote.

§ 15 The Supervisory Board shall endeavour to ensure that the Company's objectives are being promoted in accordance with legislation, the Articles of Association, and the resolutions of the General Meeting and the Supervisory Board by:

  1. Providing a statement to the Annual General Meeting in respect of the Board of Directors' proposals for the income statement and balance sheet and the Board's proposals for the application of profit or covering of loss for the year.
  2. Scrutinising the Board of Directors' report and the auditor's report.
  3. Giving an opinion on matters concerning the Company which are brought before the Supervisory Board by the Board of Directors or that the Supervisory Board itself considers it necessary to address, with a particular focus on the Company’s role and responsibility.
Chapter V
The Nomination Committee

§ 16 The Nomination Committee shall consist of up to three members and one deputy member who shall be elected by the General Meeting for a two-year period.

§ 17 The Nomination Committee shall propose candidates for election to the following offices and functions:

  1. Chair and Vice Chair of the Board of Directors
  2. Other members of the Board, with the exception of those members who are elected by and from amongst the employees
  3. Members and deputy member of the Nomination Committee
Chapter VI
General Meeting

§ 18 The ordinary Annual General Meeting shall be held before the end of June.

The Ministry (Ministry of Local Government and Regional Development) convenes the Annual General Meeting to which the members of the Board of Directors, Chief Executive Officer and the Company’s auditor are called.

An extraordinary General Meeting shall be held if called for by the Ministry of Local Government and Regional Development, the Board of Directors or the Company's auditor.

The ordinary Annual General Meeting shall:

  1. Adopt the Company's annual report and accounts, including the application of profit or covering of loss for the year, and the declaration of a dividend.
  2. Elect members to the Board of Directors in accordance with § 8 of the Articles of Association.
  3. Elect members and deputy members to the Supervisory Board in accordance with § 13 of the Articles of Association.
  4. Elect the members and a deputy member to the Nomination Committee in accordance with § 16 of the Articles of Association.
  5. Elect the Company’s auditor.
  6. Set the remuneration of the members of the Supervisory Board and the Board of Directors, the Board’s subcommittees and the Company’s auditor.
  7. Consider the remuneration guidelines and remuneration report in accordance with § 26 of the Articles of Association.
  8. Address any other business referred to in the notice of the meeting or which by law or the Articles of Association falls under the Annual General Meeting.
Chapter VII
Auditor

§ 19 The Company's auditor shall be a state-authorised public accountant and shall be elected by the Annual General Meeting based on a recommendation from the Board of Directors.

The auditor's report shall be delivered at least two weeks prior to the meeting of the Supervisory Board which shall consider the accounts.

Chapter VIII

§ 20 The Company shall raise funds for lending by issuing bonds, certificate loans or other form of debt instrument or by entering into loan agreements. The Company may raise subordinated loan capital and other debt capital.

Subordinated loan capital and Tier 1 capital instruments are issued pursuant to a resolution of the Annual General Meeting adopted with a qualified majority as for alterations to the Articles of Association, or by the Board of Directors if it has been granted the authority to do so by such a majority resolution of the Annual General Meeting. Any such authority shall be limited in regard to the total amount and shall not be valid for longer than until the following year’s ordinary Annual General Meeting, or for more than 18 months.

§ 21 Loans can only be granted to municipalities, county authorities, and intermunicipal companies, and to other companies that carry out local government tasks against either a municipal or government guarantee or other satisfactory security. The Company can also undertake other tasks appropriate to the Company's business.

§ 22 The Board of Directors shall determine the terms and conditions that shall apply to its loans at any time.

§ 23 The Company's capitalisation and financial administration shall be satisfactory in relation to the Company's business and consistent with the Company's aim of maintaining the highest possible creditworthiness.

Chapter IX
Annual Report and Accounts

§ 24 The Company's financial year shall follow the calendar year.

The Board of Directors shall issue annual accounts and an annual report for each financial year.

The annual report and accounts shall be made available to the auditor at least one month prior to the ordinary Annual General Meeting. The audited annual report and accounts shall be scrutinised by the Supervisory Board before being put before the Annual General Meeting.

The Annual General Meeting shall adopt the annual report and accounts no later than the end of June.

The Board of Directors shall publish the annual report and accounts no later than one week after they have been adopted by the Annual General Meeting.

Chapter X
Age of retirement

§ 25 The age of retirement for the Company's Chief Executive Officer is 70 years.

Chapter XI
Renumeration of senior executives

§ 26 The Company shall apply the provisions of Sections 6-16 a and 6-16 b of the Public Limited Liability Companies Act and the regulations adopted pursuant to these provisions. Guidelines in accordance with Section 6-16 a of the Public Limited Liability Companies Act and the regulations adopted pursuant to these provisions shall be approved by the General Assembly.

Chapter XII
Alterations to the Articles of Association

§ 27 Alterations to the Articles of Association must be approved by the King if this is required by the legislation and official regulations in force at the time. If such approval is required, the Articles of Association will come into force on the date such approval is granted.