Ministry of Industries & Mines
In meeting dated June 27, 2001, the council of ministers upon the proposal No. 10395, dated Apr 9, 2001, of Ministry of Industries and Mines and by virtue of article 5 of industry and mine affairs centralization act and establishment law of Ministry of Industries and Mines enacted in 2000 approved Articles of Association of Bank of Industry and Mine as follows:
Articles of Association of Bank of Industry and Mine
First Chapter: Generalities
Article 1: Bank of Industry & Mine hereinafter referred to as “bank” is governed by virtue of these articles of association, decree of Money and Credit Council and, if there is no mention in this regard, in accordance with other rules and regulations.
Article 2: the bank is a legal entity, has administrative and financial independence and acts as governmental company under supervision of Ministry of Industry, Mine and Trade and is the subject to central bank’s supervision.
Article 3: the bank’s head branch is in Tehran and the board of director may, in case of necessity, by observing the related rules and regulations take action for establishment or dissolution of offices, branches and representatives in Iran and abroad.
Article 4: the objective of the bank as an economic entity is to apply developmental banking operations capabilities; to invest in economic development of the country; to prepare appropriate ground for participation and presence of nongovernmental sector by using all possibilities such as institutes, processes and proper tools in the field of industries, mines, modern technology and related services.
Article 5: subject of the bank’s activity by considering related rules and regulations and in line with its goals achievement is mentioned below:
- Assessment and appraisal of the related industrial, mining and service projects in order to grant facilities for optimal allocation of the resources and supervision over execution of the above-mentioned projects
- Encouragement and strengthening of natural and legal entities for investment in the field of establishment, expansion, renovation and upgrading of industrial and mining units, modern and service technologies by granting facilities and making partnership
- Innovation in the field of financial institutionalization and development of professional processes
- Partnership in and contribution to the development and deepening of money and capital markets
- Partnership in and contribution to the establishment of financial, technical, legal and service institutes and other required specialized institutes (including establishment of small industries bank)
- Provision of financial resources to projects and manufacturing and service units through granting facilities, investment and legal partnership
- Granting facilities and assistance to entrepreneurs and creating credit line for support of small industries
- Equipping the required financial and credit resources in IRR and foreign currency from domestic and international resources
- Equipping the savings and deposits of people and creating special deposit collection funds
- Applying developmental banking operation capabilities in line with promotion and improvement of macroeconomic indicators level of the country (level of technology, import development, increase in employment, increase in value-added, upgrading and improving the management system)
- Establishment of agency for the administered funds, deposited funds and credits of industry, mine and services sector
- Applying modern methods in assignment and management of the companies
- Establishment of holding, investment and management services companies and applying rental methods and other methods of shares assignment by observing paragraph (a) of article 5 of industry and mine affairs concentration act and establishment law of Ministry of Industry, Mine and Trade approved in 2000 and other related rules and regulations
- Acceptance of agency for providing banking services for third parties
- Conducting necessary studies and preparing periodical reports for appraising the investments
- Mutual and continuous cooperation with ministries, organizations and economic-industrial institutions of the country in order to achieve the indicators and criteria for the optimal allocation of resources
- Providing suggestion for programs and executive policies to the respective officials
- Providing advice, and technical, economic, managerial and information services to the applicants
- Issuance, confirmation and acceptance of bank obligation and guarantee, establishing and acceptance of L/C brokerage, opening of all kinds of accounts and deposits for natural and legal entities and using of all the authorized tools of money and capital market in the country and abroad
- Performing foreign currencies transaction and transfer of funds
- Establishing branch in order to provide developmental services, active and widespread participation of bank in money and capital markets and consolidation of the status and position of the bank in the markets
- Performing any kind of necessary operations related to insurance and insurer institutes
- Opening current account in its own name and depositing visual or termed funds in banks and finance and credit institutions in the country and abroad
- Establishment of brokers’ communication with banks and finance and credit institutions
- Goods clearance from customs and transportation of goods from warehouse and customs to the account of bank or customers and transaction of public warehouse bills
- Performing all the authorized banking operations and activities including domestic and international within the framework of the bank’s goal
Article 6: The bank will be established for indefinite period of time.
Article 7: The Capital of Bank of Industry & Mine is 59,687/- Billion IRR. All, which has been paid, owned by the government.
Article 8: Organs of the bank are as follows: 1) General Assembly; 2) Board of Directors; 3) Chairman of the board of directors and managing director; and 4) legal inspector (auditor)
Second Chapter: General Assembly
Article 9: members of the general assembly consists of:
1) Minister of Economic Affairs and Finance
2) Minister of Industry, Mine and Trade.
3) Minister of Agriculture Jihad.
4) Minister of Cooperatives, Labour and Social Welfare
5) Head of Management and Planning Organization of Iran;
6) Director General of Central Bank of Islamic Republic of Iran
Article 10: Ordinary and extraordinary general assemblies of the bank are held upon invitation of chairman of assembly or the board of directors and the managing director or legal inspector (auditor).
Article 11: Responsibilities and authorities of the bank’s ordinary general assembly include:
- Hearing the annual performance report of the bank and report of the legal inspector (auditor), checking the balance sheet, profit and loss statement of the previous fiscal year, assets and debts statement, and approving the balance sheet, profit and loss statement and plan and budget
- Checking and making decision about profit distribution
- Electing the managing director and members of the board of directors of the bank upon proposal of the chairman of the assembly
- Electing legal inspector (auditor) of the bank
- Approval of employment and administrative bylaws by observing related rules and regulations in order to be submitted to the competent authorities
- Approval of financial and transaction bylaws of the bank upon the proposal of the board of directors
- Making decision about salary and fringe benefits of the managing director and members of the board of directors and their reward and presence right of non-executive members of the board of directors
- Assigning the remuneration of the legal inspector (auditor)
- Making decision about any other subject matter which is deemed relevant
Article 12: meeting of the ordinary general assembly is held at least twice a year; one time before 22nd July for investigation of and making decision on financial statement of the bank, election of legal inspector (auditor) and other cases which are within the duties scope of the ordinary general assembly and one time before 19th February for approval of plan and budget of the bank.
Note: the ordinary general assembly is held extraordinarily in case of necessity.
Article 13: meetings of the ordinary and extraordinary general assembly of the bank are recognized official with presence of at least 4 and 5 members, respectively and the approvals of general assembly will be valid with at least 4 positive votes.
Article 14: the extraordinary general assembly of the bank is held in order to make decision on the following cases and to propose the same to the council of ministers:
- Any kind of correction or modification in the Articles of Association upon the proposal of the managing director
- Decrease or increase of the bank’s capital by observing Monetary and Banking Law of the country ratified in 1972 and subsequent amendments thereof
- Dissolution or integration of the bank and the other banks by observing the said law
Third Chapter: Board of Director, Chairperson of Board of Director and Managing Director
Article 15: The board of directors of the bank consists of five members and the chairperson of the board of directors is appointed as the managing director.
Note 1: the chairperson of the board of directors and the managing director and other members of the board of directors are elected upon the proposal of the chairman of the assembly and approval of general assembly of the bank among experts qualified in banking, industrial and economic affairs after obtaining advisory opinion of the director general of Central Bank of Islamic Republic of Iran. The appointment actions of chairman of the board of directors and the managing director and other members of the board of directors are issued with signature of chairman f the general assembly.
Note 2: chairman of the board of directors, the managing director and other members of the board of directors are elected for three years and their reelection has no impediment.
Article 16: regarding the subject and object of the bank, the board of directors is fully authorized to administer the bank unless by virtue of the law or the Articles of Association, making decision on them is in competency of the general assemblies or the managing director of the bank. Further, powers and responsibilities of the board of directors are as follows:
- Proposal of employment, administrative, financial, and transaction bylaws and other internal bylaws of the bank
- Preparing balance sheet, profit and loss statement and annual performance report of the bank
- Preparing and executing budget of the bank
- Planning of Bank’s manpower
- Preparing summary of assets and debts statement once in six months and submitting it to the legal inspector (auditor)
- Approving organization and duties description of the bank
- Establishment or dissolution of branches or representatives in different areas including inside the country or abroad
- Proposal of modification or correction of the Articles of Association to extraordinary general assembly of the bank
- Determination of credit policy of the bank within the framework of credit policies of the country
- Making decision on sale and purchase of shares, partnership bonds and other negotiating papers and financial tools and documents
- Issuance of purchase authorization and establishment of all kinds of building, installations and equipment required by the bank
- Obtaining loan and credit from the government and financial institutions and banks whether domestic or international, governmental companies or the companies affiliated to the government and municipalities by observing the respective regulations
- Discount or cancellation of all or part of the original and additions of doubtful debts in order to collect claims of the bank
- Execution of provision and allocation system of the bank’s recourses
- Preparing resources allocation by observing related regulations
Article 17: Authorities and responsibilities of the managing director are mentioned below:
- Representation of the bank against third parties (natural and legal)
- Dismissing and appointing officials and personnel of the bank and determination of job, promotion, punishment and execution of other employment terms within the framework of employment and administrative regulations and related bylaw
- Opening current account, deposit and other similar accounts in the other banks and using thereof in the name of the banks
- Collection of claims and payment of debts of the bank
- Acceptance of obligation, endorsement, admission, payment of and protest against commercial papers
- Concluding any kind of contract about movable and immovable properties, rights, negotiating papers, change, cancellation, transfer and execution thereof in any manner and with each natural and legal entity and under any kind of condition within the scope of subject of activity of the bank
- Renting, transferring, canceling the lease, requesting for adjustment of rental and defending it in all stages and authorities, evacuating the object of lease, requesting or issuance of writ of execution and requesting for appealing the issued verdict and executing the same
- Mortgaging properties of the bank including movable and immovable and redemption thereof even repeatedly
- Filing an action, pursuing, defending and withdrawing actions with all powers about proceedings in all authorities and courts and in all stages including first instance and appeal with the right of compromise, claiming on forgery of the presented deed and returning the deed, determining the forger, referring the action to arbitration, appointing an arbitrator with or without power of compromise and in general, using of all rights and executing all obligations arisen from the respective regulations by observing 139th principle of Constitutional Law of Islamic Republic of Iran, appointing attorney for proceedings and etc. with or without right of substitution even repeatedly, determining the amount of attorney’s fee, determining certifier and expert, admission of the nature of action or definite case, claiming on damages, withdrawal of a case, involving third party into litigation and defending third claim, taking measure for counter action and defending thereof, providing object of claim, requesting for arrestment of persons and attachment of properties from the courts, giving deadline for claims payment of the bank, requesting for issuance of writ of execution, pursuing executive operations, taking judgment debt in favor of the bank, in courts, departments and divisions of Organization for Registration of Deeds & Real Estates
- Executing all approvals of general assembly of the bank
- Issuing order of execution of all resolutions of the board of directors
Note: the managing director can assign part of the powers as well as the right of his signature to one or more members of the board of directors or personnel of the bank.
Article 18: Chairman of the board of directors, the managing director and the other executive members of the board of directors cannot have any commercial activity or other occupation during their term of office without authorization of chairman of the general assembly. Further, they cannot have any shares in another bank without permission of Central Bank of Islamic Republic of Iran.
Article 19: meetings of board of directors are recognized official with presence of at least 3 members and decisions made in those meetings will be valid with at least three positive votes.
Article 20: chairman of the board of directors, the managing director and the other members of the board of directors cannot perform any kind of transaction with the bank during their term of office. Further, they also cannot obtain facilities or credit other than employment facilities from the bank.
Fourth Chapter: Legal Inspector (Auditor)
Article 21: general assembly of the bank will annually appoint an auditing institute for one year as legal inspector (auditor) and dismissing or reselection of the legal inspector (auditor) is assumed by the general assembly.
Article 22: duties of the legal inspector (auditor), in addition to duties mentioned in legal bill of correction of part of the trade law, are as follows:
- Supervision over execution of the bank’s bylaws, Articles of Association and other related regulations
- Checking and giving opinion on accounts, the bank’s balance sheet and profit and loss account related to the performance period and drawing required reports
- Checking the books and accounts of the bank and certification of accounts summary which are monthly sent by the bank to Central Bank.
Article 23: the legal inspector (auditor) has no right to interfere in administrative affairs and transactions of the bank but he can communicate his opinions in written to chairman of the board of directors and managing director or the board of directors.
Article 24: the legal inspector (auditor) is free to check the books, documents, and assets of the bank whenever he deems necessary for performing his duties and in this case, ha can ask the board of directors for necessary information and documents and the board of directors is required to provide required facilities in this regard.
Article 25: the legal inspector (auditor) can attend general assemblies without the right of vote.
Article 26: in cases that the legal inspector (auditor) in performing his duties deems necessary to refer to the expert, he can temporarily hire one or more person(s) with the cost of the bank after obtaining the bank’s agreement. In case of the bank’s disagreement, the extraordinary general assembly is in charge of making decision in this regard.
Article 27: any mistake which the legal auditor has in regard of the financial and operational affairs of the bank, he will inform chairman of the board of directors, the managing director and the other members of the board of directors in written and if no action was taken for solving it by chairman of the board of directors, the managing director and the other members of the board of directors, he will specify the matters in his report.
Article 28: the report of the legal inspector (auditor) will be presented at least ten days before organization of the general assembly.
Fifth Chapter: Fiscal Year, Balance Sheet and Profit and Loss Statement
Article 29: Fiscal year of the bank commences from 21st March of each year and end on 20th March of the next year.
Article 30: Balance sheet, profit and loss statement, annual performance report and attachments thereto shall be submitted by the board of directors to the legal inspector (auditor) till the end of 21st June of the next year.
Article 31: Financial statements including balance sheet, profit and loss statement, depreciation of the bank’s assets as well as principles of accounting and bookkeeping of the bank are executed in accordance with monetary and banking regulations of Iran, instructions of Central Bank of Islamic republic of Iran and accounting standards of Iran.
Article 32: Net profit of the bank in each fiscal year consists of revenue obtained in the same fiscal year minus all costs, depreciations and reserves of each year after taxation, plus the sum mentioned from the previous year, and it is divided by approval of the general assembly of the bank as follows:
- 15% before deduction of tax by considering monetary and banking regulations of Iran is saved as legal reserve.
- The remaining is considered as capital reserve.
Article 33: This Articles of Association is replaced with Articles of Association of Bank of Industry & mine approved on July 15, 1980. This Articles of Association has been confirmed by Guardian Council by virtue of letter No. 80/21/2182 dated Sept 18, 2001.