Art. 10. Board of directors – Composition and Appointment.
The board of directors of the LPEA is composed of a minimum of five (5) and a maximum of thirty (30) corporate members, appointed by the general assembly for three (3) years (and, for the avoidance of doubt, there is no restriction as to how many times a corporate member can be reelected as a board member for further three (3) year terms). A majority of the corporate members at least are to be appointed from candidates proposed for appointment by Full Members.
Members of the board of directors, being legal entities, are to be represented by a natural person. Members will ensure that the natural person they propose to the board of directors and/or Executive Committee, or which represent them on the board of directors or Executive Committee, has sufficient time, experience and skills to actively participate in the board of directors and/or Executive Committee, and when members nominate their individual representatives they shall consider the overall composition of the board of directors and the Executive Committee in order to endeavour to ensure that they are diverse, gender balanced and representative of the membership of the LPEA and the private equity and venture capital community in Luxembourg as a whole. Members may be represented by different natural persons at each of the board of directors and Executive Committee.
Natural persons who represent members on the board of directors (“Board Representatives”) may do so for a maximum period of three (3) years. At the end of the three year term they may be re-appointed for one further period of three (3) years. They may, on an exceptional basis, be re-appointed for a third term of three (3) years, with the approval of the general assembly. Thereafter the relevant elected corporate member shall be represented on the board of directors by a different Board Representative. In order to ensure a balanced composition of the board of directors (and the Executive Committee), the initial period of three (3) years may be deemed to start at different times, in accordance with a random procedure to be determined by the Executive Committee.
All Charter Members have a right to attend the meetings of the board of directors as observers.
Art. 11. Vacancies.
In the case of vacancy during the course of a term, a provisional director may be named by the board of directors subject to ratification by the general assembly. The provisional director will, in this case, complete the term of the director he replaces. Exiting directors may be re-elected.
Art. 12. Executive Committee – Composition and appointment; Powers and meetings of the Executive Committee.
The board of directors shall appoint from among its members an executive committee (the “Executive Committee” or “ExCom”), with no more than twelve (12) members, whose role will be to act as the executive body of the LPEA. ExCom will comprise a President, two Vice Presidents, a Treasurer, a Secretary, the CEO of the LPEA, and such other members as the board of directors may determine. In addition to ExCom’s general executive function, which shall comprise supporting the CEO of the LPEA in the design and pursuit of the LPEA’s strategy and purpose, as well as the other ExCom functions described in these articles of association, the board of directors may also entrust ExCom and its members with specific tasks. The majority of the ExCom members, including the President and at least one Vice President, shall be chosen amongst natural persons representing Full Members. The CEO of the LPEA does not need to be a representative of a member. For the avoidance of doubt, the rules applicable to the tenure of Board Representatives in the third paragraph of article 10 shall apply mutatis mutandis to the natural persons representing members on ExCom (noting that such individuals may be different individuals from the Board Representatives).
In case of absence of the President, his duties are assumed by one of the two Vice Presidents or, in their absence, by the longest-serving of the ExCom members present.
The members of ExCom exercise their function in a collegial manner and a member of ExCom may be represented by another member of ExCom by proxy.
The ExCom shall be convened in writing by or on behalf of the President or the Secretary given at least twenty-four (24) hours prior to the planned date of the meeting. They are required to convene a meeting upon the written request of two (2) members of ExCom; the requesting members of ExCom must indicate the questions they wish to see included in the agenda. The ExCom may only act if a majority of its members is present or represented, the majority of which consists of members proposed for appointment by Full Members. If the quorum is not met at the first meeting, the decisions may be taken at a second meeting, irrespective of the quorum, if it has been indicated in the convocation notices of the second meeting, which may be convened to be held two (2) working days following the first meeting.
Decisions are taken by the majority of the votes expressed, subject to what is otherwise provided for by these articles of association; if there is a tied vote, the President or his replacement has the casting and deciding vote.
In the event of an emergency, as assessed by the President and the Secretary, the President may submit to the ExCom members a proposal for resolution by circular means to be signed by all ExCom members.
Art. 13. Meeting of the board of directors.
The board of directors exercise their function in a collegial manner and a member of the board of directors may be represented by another member of the board of directors by proxy.
The board of directors shall be convened in writing by or on behalf of the President or the Secretary given at least twenty-four (24) hours prior to the planned date of the meeting. They are required to convene a meeting upon the written request of two (2) directors; the requesting directors must indicate the questions they wish to see included in the agenda. The board of directors may only act if a majority of the directors is present or represented, the majority of which consists of members proposed for appointment by Full Members. If the quorum is not met at the first meeting, the decisions may be taken at a second meeting, irrespective of the quorum, if it has been indicated in the convocation notices of the second meeting, which may be convened to be held two (2) working days following the first meeting.
Decisions are taken by the majority of the votes expressed, subject to what is otherwise provided for by these articles of association; if there is a tied vote, the President or his replacement has the casting and deciding vote.
In the event of an emergency, as assessed by the President and the Secretary, the President may submit to the directors a proposal for resolution by circular means to be signed by all directors.
All decisions are recorded in minutes signed by two directors and included in a special register.
Art. 14. Powers of the board of directors.
The board of directors has the power to perform all acts necessary or useful to achieve the purpose for which the LPEA was established, except for those acts which the law or the present articles of association reserve for the general assembly. The board of directors delegates certain of its powers to ExCom and the CEO pursuant to article 12 and article 15.
Art. 15. Daily management.
The daily management of the affairs of the LPEA, as well as the representation of the LPEA, as regards the management, are delegated to ExCom, which in turn delegates the daily management of the LPEA to the CEO.
Art. 16. Representation of the LPEA.
Legal actions, as plaintiff or defendant, shall be instituted or supported on behalf of the LPEA by the board of directors upon pursuit and diligence of the President.
Acts which bind the LPEA, are signed by two members of ExCom including the CEO, or by two directors including the President, or by any person(s) to whom such individual or joint signatory powers are delegated by the board of directors or ExCom. Bank forms may be signed by two members of ExCom including the Treasurer.
Art. 17. Directors’ liability.
The directors and (for the avoidance of doubt) members of ExCom do not incur any personal liability for the commitments of the LPEA. Their liability is limited to the execution of the mandate they have received and to the negligence committed in their management. The mandates of the directors and members of ExCom are (with the exception of the CEO) unpaid, except that reasonable expenses incurred for the purpose of LPEA business may be reimbursed with the approval of the CEO.
Art. 18. End of directors’ mandate.
The mandate of any member of the board of directors (and, accordingly, its mandate at the level of ExCom) may be suspended or revoked at any moment by the general assembly. A decision to suspend or revoke a director’s mandate must be taken during a meeting of the general assembly where at least half of its members are present or represented and by a two-thirds majority vote of the expressed votes. A suspension shall terminate if no dismissal decision is reached within three (3) months following the suspension. Suspended board members shall not be considered with respect to quorum requirements of a meeting of the board of directors or ExCom.
The term of a member of the board of directors and ExCom ends:
(a) when the member (or the member he represents) ceases to be part of the LPEA;
(b) by revocation;
(c) by resignation;
(d) by death or incapacity;
(e) at the end of their mandate, in accordance with articles 10 or 12.
Art. 19. Technical committees.
ExCom may establish technical committees and set their mandate and composition.
The Technical Committees have the mission of providing ExCom, upon its explicit request, advice concerning the policy to be followed by the LPEA. Technical committees may also render advice on their own initiative, subject to ExCom approval.
The Technical Committees are coordinated by a coordinator of Technical Committees to be appointed by the CEO or ExCom, and they report to ExCom for the tasks delegated to them by ExCom.