EUROFIMA AS A PUBLIC INTERNATIONAL BODY
As a public international body, EUROFIMA is governed first by its constitutive documents and only subsidiarily by Swiss law. Its constitutive documents are the Convention, the Statutes and the Basic Agreement. The organization’s legal framework sets out the structure for EUROFIMA’s governance. In addition to the constitutive documents, EUROFIMA’s activities are governed by a set of policies, guidelines and rules of procedures adopted by the General Assembly, the Board of Directors or the Management. As a supranational organization, EUROFIMA is not subject to any national or international regulatory authority.
The member States have reserved extensive corporate governance rights over EUROFIMA. The following changes to EUROFIMA’s organization require the consent of the member States: head office, objective, duration, conditions for admission of shareholders, quorums applicable to important shareholders’ resolutions, equal voting rights of directors, all terms dealing with the shareholders’ liability and the establishment of branches.
EUROFIMA has to report annually on its development and its financial position to its member States. Such reporting is done through the International Transport Forum, an intergovernmental organization within the OECD family.
EUROFIMA is managed and administered by the General Assembly, the Board of Directors and the Management.
The General Assembly convenes at least once annually. It approves the annual report of the Board of Directors, the audited financial statements, the appropriation of the annual surplus, the discharge of the acts of the Management and the Board of Directors, and it appoints the External Auditor. It also approves the maximum amount of borrowings and the organization regulations.
Decisions are taken by the majority of votes of the shares represented. However, in order to amend the Statutes, to reduce or to increase the subscribed share capital, to transfer shares and subscription rights, to dissolve the organization, to appoint liquidators, and to extend the organization’s duration, a supermajority representing at least seven-tenths of the subscribed share capital is required. The General Assembly decides upon any other questions which are submitted to it by the Board of Directors.
BOARD OF DIRECTORS
The Board of Directors is responsible for EUROFIMA’s strategy and its financial success. It sets the overall direction and assumes supervision and control of the organization and its Management.
It meets at least once quarterly. Each director has one vote. A majority of directors present or represented constitute a quorum. Decisions are taken on the basis of the majority of the directors present or represented except for the conclusion of borrowings where a three-fourths majority is required. In urgent cases, decisions may be reached according to a written procedure.
With the exception of certain reserved powers, the Board of Directors is authorized to entrust all or part of the management of the institution to one or several of its members (“representatives”) or third persons who need not necessarily be directors (“members of the Management”). As a result, the executive management is delegated to members of the Management. In this regard, the General Assembly has established organization regulations determining the rights and responsibilities of the Board of Directors and the Management.
The Board of Directors authorizes all equipment financing contracts and all borrowings within the limits laid down by the General Assembly. It is responsible for the financial statements as well as the existence and maintenance of the internal control system on financial reporting. The Board of Directors is the competent body to call-in the not paid-in share capital.
The Board members, including the Chairman and Vice-Chairmen, are appointed by the General Assembly, with one member for each shareholder holding at least 2% of the share capital. They are appointed for a period of three years and are eligible for re-election. As of January 1, 2017 the Board of Directors consisted of 12 members.
The Chairman calls the Board meetings with sufficient notice and draws up the agenda. Any other Board member has the right to call an additional meeting, if deemed necessary. Minutes are kept of the proceedings and decisions of the Board of Directors.
In order to ensure an efficient interaction with the Board of Directors, the meetings are also attended by the Management. The Chairman works with the Management in between the meetings.
The Board of Directors established two advisory bodies: the Audit and Risk Committee and the Human Resource Committee.
The Audit and Risk Committee supports the Board of Directors in its comprehensive supervisory role with respect to financial control, risk control, audit and compliance management. In this respect, it oversees the activities of both Internal and External Audit. It consists of at least three Board members.
Subject to the powers and duties of the Board, the mandate of the Human Resource Committee is to review, report on and, if required, make recommendations to the Board on matters relating to human resources and compensation policy, and to establish a plan of continuity and development of management for EUROFIMA. It reviews and makes recommendations on changes of the internal organization of EUROFIMA upon proposal by the management or based on external consultancy. Such changes can involve changes in the position of the members of the management. The Human Resource Committee consists of five members of the Board of Directors, these are the Chairman of the Board and four other members of the Board as appointed by the Chairman of the Board.
Under the authority of the Chief Executive Officer and the supervision of the Board of Directors, the Management is responsible for managing the business, overseeing the day-to-day operations of the organization, and preparing decisions for the Board of Directors. The Management consists of the Chief Executive Officer and the Chief Financial Officer. The Management meets as and when required by the operations of the organization.