General Principles of Relationship. 2.1. This Agreement determines covenants governing the relationship between the Bank and the HFSF and the matters related with, amongst others, (a) the corporate governance of the Bank, (b) the development and approval of the Restructuring Plan, (c) the material obligations of the Restructuring Plan, (c) the monitoring of the implementation of the Restructuring Plan and the Bank’s ensuing risk profile, (d) the HFSF’s consent for Material Matters (as defined in Clause 3.5a of this Agreement), and (f) the handling of Material Litigation and Proceedings concerning the Bank. 2.2. Subject to this Agreement, the applicable Law and the Charter Documents, the Bank’s decision making bodies will continue to determine independently, amongst others, the Bank’s commercial strategy and policy (including business plans and budgets) in compliance with the Restructuring Plan and the decisions on the day-to-day operation of the Bank will continue to rest with the Bank’ s competent bodies and officers, as the 2.3. The Bank shall furnish the HFSF, its designated representatives and their professional advisors with all information and data concerning the Bank Group and related matters in order for the HFSF to safeguard its property rights and its investment, monitor the Bank’s implementation of the Restructuring Plan and to exercise its statutory and contractual rights and fulfill its statutory obligations. To that end the Bank shall cooperate effectively and the HFSF’s Executive Board and the Bank’s Executive Committee members shall meet at least once per quarter and the Bank’s management and the HFSF’s senior officers shall meet at least once per month. 2.4. The HFSF shall: a) Ensure that there is no cross-directorship or transfer of sensitive commercial non-publicly available information regarding the Bank by the HFSF and to any other credit institution in which the HFSF has a stake. b) Manage and maintain its interest in the Bank separately from the management of its interests in other credit institutions. c) Not exercise its rights in the Bank and any other rights held in any other credit institution in a manner which would aim at a prevention, restriction, distortion of competition or an abuse of dominant position. d) Ensure that, in exercising their rights, the HFSF Representatives shall respect the Bank’s business autonomy and independence in the decision making of the Bank in compliance with the Restructuring Plan and act according to the terms of the Law and this Agreement. 2.5. The rights provided to the HFSF by this Relationship Framework Agreement are supplemental to any other rights provided to HFSF by applicable Law, such as the HFSF Law and L. 2190/1920.
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Samples: Relationship Framework Agreement
General Principles of Relationship. 2.1. This Agreement determines covenants governing the relationship between the Bank and the HFSF and the matters related with, amongst others, (a) the corporate governance of the Bank, (b) the development and approval of the Restructuring Plan, (c) the material obligations of the Restructuring Plan, (c) the monitoring of the implementation of the Restructuring Plan and the Bank’s ensuing risk profile, (d) the HFSF’s consent for Material Matters (as defined in Clause 3.5a of this Agreement), and (f) the handling of Material Litigation and Proceedings concerning the Bank.
2.2. Subject to this Agreement, the applicable Law and the Charter Documents, the Bank’s decision making bodies will continue to determine independently, amongst others, the Bank’s commercial strategy and policy (including business plans and budgets) in compliance with the Restructuring Plan and the decisions on the day-to-day operation of the Bank will continue to rest with the Bank’ s competent bodies and officers, as thethe case may be, in accordance with their statutory, legal and fiduciary responsibilities.
2.3. The Bank shall furnish the HFSF, its designated representatives and their professional advisors with all information and data concerning the Bank Group and related matters in order for the HFSF to safeguard its property rights and its investment, monitor the Bank’s implementation of the Restructuring Plan and to exercise its statutory and contractual rights and fulfill its statutory obligations. To that end the Bank shall cooperate effectively and the HFSF’s Executive Board and the Bank’s Executive Committee members shall meet at least once per quarter and the Bank’s management and the HFSF’s senior officers shall meet at least once per month.
2.4. The HFSF shall:
a) Ensure that there is no cross-directorship or transfer of sensitive commercial non-publicly available information regarding the Bank by the HFSF and to any other credit institution in which the HFSF has a stake.
b) Manage and maintain its interest in the Bank separately from the management of its interests in other credit institutions.
c) Not exercise its rights in the Bank and any other rights held in any other credit institution in a manner which would aim at a prevention, restriction, distortion of competition or an abuse of dominant position.
d) Ensure that, in exercising their rights, the HFSF Representatives shall respect the Bank’s business autonomy and independence in the decision making of the Bank in compliance with the Restructuring Plan and act according to the terms of the Law and this Agreement.
2.5. This Agreement will be reviewed periodically and revised as needed, with its first revision to take place no later than the first 6 months from the date of signing.
2.6. The rights provided to the HFSF by this Relationship Framework Agreement are supplemental to any other rights provided to HFSF by applicable Law, such as the HFSF Law and L. 2190/1920.
Appears in 1 contract
Samples: Relationship Framework Agreement
General Principles of Relationship. 2.1. 2.1 This Agreement reflects the Contractual Obligations and in it determines covenants governing in particular the relationship between the Bank and the HFSF and the matters related with, amongst others, (a) the corporate governance of the Bank, (b) the development Restructuring Plan and approval of the Restructuring Plan, (c) the material obligations of the Restructuring Planits monitoring, (c) the monitoring of the implementation of the Restructuring Plan Bank’s NPL management framework and of the Bank’s ensuing risk profileperformance on NPL resolution. In addition to that, this Agreement deals with (d) the Material Obligations and the switch to full voting rights, (de) the monitoring of Bank’s actual risk profile against the approved Risk and Capital Strategy (f) the HFSF’s consent for Material Matters Matters, (as defined in Clause 3.5a of this Agreement), and (fg) the handling of Material Litigation and Proceedings concerning the Bank, and (h) the duties, rights and obligations of HFSF’s Representative in the Board.
2.2. 2.2 Subject to this Agreement, the applicable Law Law, the Contractual Obligations and the Charter Documents, the Bank’s decision making bodies will continue to determine independently, amongst others, the Bank’s commercial strategy and policy (including business plans and budgets) in compliance with the Restructuring Plan and the decisions on the day-day- to-day operation of the Bank will continue to rest with the Bank’ s ’s competent bodies and officers, as thethe case may be, in accordance with their statutory, legal and fiduciary powers and responsibilities.
2.3. 2.3 The Bank shall furnish the HFSFHFSF as per par. 8.2, its designated representatives and their professional advisors with all information and data concerning the Bank Group and related matters that the HFSF reasonably deems necessary in order for the HFSF to safeguard its property rights and its investmentassets, monitor the Bank’s implementation of the Restructuring Plan and to exercise its statutory and contractual rights and fulfill its statutory obligations, as well as the Contractual Obligations. To The data must be submitted in a way which ensures both security and processing, according to the standards and specifications that end the Bank shall cooperate effectively and the HFSF’s Executive Board will be agreed between HFSF and the Bank’s Executive Committee members shall meet at least once per quarter and the Bank’s management and the HFSF’s senior officers shall meet at least once per month.
2.4. 2.4 The HFSF shall:
a) Ensure that there is no cross-directorship or transfer of sensitive commercial non-not publicly available information information, regarding the Bank by the HFSF and HFSF, to any other credit institution in which the HFSF has a stake.
b) Manage and maintain its interest in the Bank separately from the management of its interests in other credit institutionsinstitutions and shall not privilege the interests of any bank.
c) Not exercise its rights in the Bank and any other rights held in any other credit institution in a manner which would aim at a prevention, restriction, distortion of competition or an abuse of dominant position.
d) Ensure that, in exercising their rights, the HFSF Representatives and the HFSF Representative and HFSF Observer shall respect the Bank’s business autonomy and independence in the decision making of the Bank in compliance with the Restructuring Plan and act according to the terms of the Law and this Agreement.
2.5. 2.5 The rights provided to the HFSF by this Relationship Framework Agreement are supplemental to any other rights provided to the HFSF by applicable Law, such as the HFSF Law and L. 2190/1920, as well as the Contractual Obligations.
2.6 This Agreement will be reviewed whenever deemed necessary by the HFSF.
2.7 The Bank will provide to the HFSF on an annual basis, ten (10) days before the Annual General Meeting, a certificate of compliance issued by the CEO verifying the compliance of the Bank Group with this Agreement or explaining any deviations and plans to address them.
Appears in 1 contract
Samples: Relationship Framework Agreement
General Principles of Relationship. 2.1. This Agreement determines covenants governing the relationship between the Bank and the HFSF and the matters related with, amongst others, (a) the corporate governance of the Bank, (b) the development and approval of the Restructuring Plan, (c) the material obligations of the Restructuring PlanPlan and the switch of voting rights, (cd) the monitoring of the implementation of the Restructuring Plan and the Bank’s ensuing risk profile, profile and (de) the HFSF’s consent for Material Matters (as defined in Clause 3.5a of this Agreement), and (f) the handling of Material Litigation and Proceedings concerning the Bank.
2.2. Subject to this Agreement, the applicable Law and the Charter Documents, the Bank’s decision making bodies will continue to determine independently, amongst others, the Bank’s commercial strategy and policy (including business plans and budgets) in compliance with the Restructuring Plan and the decisions on the day-to-day operation of the Bank will continue to rest with the Bank’ s ’s competent bodies and officers, as the
2.3. The Bank shall furnish the HFSF, its designated representatives and their professional advisors with all information and data concerning the Bank Group and related matters in order for the HFSF to safeguard its property rights and its investment, monitor the Bank’s implementation of the Restructuring Plan and to exercise its statutory and contractual rights and fulfill its statutory obligations. To that end the Bank shall cooperate effectively and the HFSF’s Executive Board and the Bank’s Executive Committee members shall meet at least once per quarter and the Bank’s management and the HFSF’s senior officers shall meet at least once per month.
2.4. The HFSF shall:
a) Ensure that there is no cross-directorship or transfer of sensitive commercial non-not publicly available information regarding the Bank by the HFSF and to any other credit institution in which the HFSF has a stake.
b) Manage and maintain its interest in the Bank separately from the management of its interests in other credit institutions.
c) Not exercise its rights in the Bank and any other rights held in any other credit institution in a manner which would aim at a prevention, restriction, distortion of competition or an abuse of dominant position.
d) Ensure that, in exercising their rights, the HFSF and the HFSF Representatives shall respect the Bank’s business autonomy and independence in the decision making of the Bank in compliance with the Restructuring Plan and act according to the terms of the Law and this Agreement.
2.5. The rights provided to the HFSF by this Relationship Framework Agreement are supplemental to any other rights provided to the HFSF by applicable Law, such as the HFSF Law and L. 2190/1920.
Appears in 1 contract
Samples: Relationship Framework Agreement