10 Important changes since the balance sheet date

At its meetings on 19 and 20 November 2009, the Landtag (Parliament) of the Principality of Liechtenstein enacted the law concerning the control and supervision of public enterprises (the public companies control law), and the law concerning the amendment of the law on the Liechtensteinische Landesbank. The new laws came into force on 1 January 2010.

Art. 12, para. 1 of the law concerning the amendment of the law on the Liechtensteinische Landesbank now envisages that the Board of Directors can consist of five to seven members, and that not only the election of three members of the Board, but in future all members of the Board of Directors shall be made by the General Meeting of Shareholders. The Chairman of the Board of Directors shall also be elected by the General Meeting. Members of the Board of Directors may be re-elected twice. In the case of the Chairman of the Board of Directors, following the expiry of three periods of office, in substantiated cases a re-election is possible for an extraordinary period of office of two years. New members of the Board elected at a bye-election shall serve for a full period of office of three years (Art. 6, para. 2, of the law concerning the control and supervision of public enterprises). Pursuant to Art. 8, para. 1, of the law concerning the control and supervision of public enterprises, the General Meeting may, for important reasons, request members of the Board of Directors to stand down.

Art. 9, para. 2, of the law concerning the control and supervision of public enterprises states that two members of the Board of Directors may, for important reasons, demand the immediate convening of a meeting. Pursuant to Art. 10, para. 2, resolutions may be passed by circular in urgent cases. Unanimity is required for resolutions to be passed by circular. Resolutions shall be passed by a simple majority of votes. In the case of a tie, the Chairman shall have the casting vote.

Art. 11, para. 2, of the law concerning the control and supervision of public enterprises defines the rules for abstaining from voting. The members of the Board of Directors are obligated to notify the Chairman about possible conflicts of interest. The Board of Directors shall decide whether there are grounds for the members concerned to abstain from voting. In the event of such conflicts, the member concerned shall not be present either at the discussion of the respective issue or the vote on it.

Art. 12, para. 2, of the law concerning the amendment of the law on the Liechtensteinische Landesbank states that the ruling regarding the compensation of the Board of Directors shall be stipulated by the Board itself and the government shall be informed accordingly. To date, the compensation system of the Liechtensteinische Landesbank has not envisaged any termination payment for members of the Board of Directors following the expiry of their mandate. This is now also stipulated in Art. 21, para. 2, of the law concerning the control and supervision of public enterprises. Contracts with members of the Board of Directors must be recorded in writing according to Art. 12 of this law, and they require the approval of the Board of Directors. They are to be concluded at the same conditions which apply to third parties.

On account of the above-mentioned new, legal corporate governance provisions, amendments to the statutes and the business regulations are required by 30 June 2010 at the latest. The amendments shall be proposed to the General Meeting on 7 May 2010 and can be read at the following link: www.llb.li/llb/statutes.