Laws and Regulations on Banking Management in Bosnia and Herzegovina

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This article provides an overview of the key laws and regulations related to banking management in Bosnia and Herzegoviina, specifically articles IIIa - MANAGEMENT OF BANK.

Article 28: Charter Requirements

• A bank’s charter must specify:
  • Corporate name and address
  • Purposes
  • Jurisdiction and authority of its bodies
  • Amount of capital
  • Classes, numbers, and nominal values of shares
  • Voting rights attaching to shares
• The Bank shall submit a duly certified copy of its charter and a list of authorized officials to the Agency.

Article 29: Bank Management Structure

The bank’s management consists of three bodies:

General Meeting of Shareholders

• Composed of shareholders
• Held at the bank’s headquarters, chaired by its Chairman (elected at the beginning of the session)
• Members of the Supervisory Board and Management must be present unless there are only five or fewer shareholders

Article 29a: General Meeting of Shareholders - Attendance Requirements

A shareholder who was registered on the list 45 days prior to the meeting date has voting rights.

Article 29b: General Meeting of Shareholders - Frequency and Convening

• A General Meeting of Shareholders shall be held at least once a year.
• The Supervisory Board is responsible for convening the meeting, except in specified cases.

Article 29c: Notification Requirements

Notification of the agenda, place, and time of the General Meeting of Shareholders must be published in a daily newspaper at least 30 days before the meeting date. If the meeting is held outside the bank’s headquarters, notification must also be sent to each shareholder by registered mail, fax, or electronic mail.

Article 29d: Emergency General Meeting of Shareholders

• A majority of Supervisory Board members can vote to hold an Emergency General Meeting of Shareholders, which can be convened in less than 30 days.
• Every shareholder must be notified of the emergency meeting’s purpose and agenda.

Article 29e: Proposing Amendments to Agenda

A shareholder or group with at least 5% of voting shares has the right to propose amendments to the agenda and decisions for the General Meeting of Shareholders (in writing, no later than eight days before the meeting). The Supervisory Board must publish these proposals in the same manner as the initial notification.

Article 29f: Convening a General Meeting of Shareholders

A shareholder or group with more than 10% of voting shares can submit a request to convene a General Meeting of Shareholders.