Registered in the Register of Legal Entities on 15th October 2020
- GENERAL STATEMENTS
1.1. Lithuanian Business Confederation is a public legal entity with limited civil liability, with economic, financial, organisational and legal autonomy, whose legal form is an association.
1.2. The Lithuanian Business Confederation is a member of the International Chamber of Commerce, also known as the World Business Organisation (abbreviated ICC).
1.3. Lithuanian Business Confederation also uses the membership titlle of the international organisation “International Chamber of Commerce Lithuania” and its abbreviation “ICC Lietuva”, or in English “ICC Lithuania”, in accordance with the Constitution of the “World Business Organisation”, the ICC.
1.4. English title of „Lietuvos verslo konfederacijos” – “Lithuanian Business Confederation”.
1.5. Legal form and title – Association “Lithuanian Business Confederation”.
1.6. The official abbreviated title of Lithuanian Business Confederation – LBC (hereinafter – LBC).
1.7. The LBC shall act in accordance with the Constitution of the Republic of Lithuania, international treaties, the Civil Code, other laws, governmental decrees, other legal acts, the Constitution of the ICC; it shall be guided by these Articles of Association, the Conflict of Interest Policy, the Code of Ethics, and other LBC internal documents.
1.8. LBC shall be liable for its obligations in respect of all its assets and shall not be liable for any liabilities incurred by its members.
1.9. LBCs activities have an indefinite duration.
1.10. The start and end of the LBC’s financial year shall coincide with the start and end of the calendar year.
1.11. LBC is a social partner to national and local governments, representing the interests of LBC members and employers. - OBJECTIVES AND AREAS OF ACTIVITY
2.1. LBC’s objective is not profit-making.
2.2. LBC’s main objectives and areas of activity are:
2.2.1. Business representation. Representation of LBC members and the Lithuanian business community in relations with national and/or international public authorities, non-governmental organisations and/or institutions, business entities and the public;
2.2.1.1. Creating a supportive regulatory environment for the creation, pursuit and development of business, and removing obstacles to it;
2.2.1.2. Contribute to the development and maintenance of an effective system of business regulation and transparent business oversight, the elimination of excessive regulation, the pursuit of cost-benefit regulation, the reduction of bureaucracy, and the development of eGovernment solutions for business, improving the efficiency of public sector institutions and the effectiveness of their services to business and the society;
2.2.1.3. Promote the development of a market economy system based on the principle of free and fair competition and cooperation between business partners and others;
2.2.1.4. Promote the contribution of business as an employer to economic growth and raising people’s incomes and reducing social exclusion among different groups in society;
2.2.1.5. Promote business internationalisation and international competitiveness, encouraging companies to attract missing knowledge, competences and capital from abroad, and to expand their business abroad by seeking export markets and business growth opportunities;
2.2.1.6. Encourage the development and availability of business infrastructure (energy, communications, transport, etc.);
2.2.1.7. Engage in a public dialogue on business-science cooperation, adapting education and science to the needs of business and the economy;
2.2.1.8. Engage in a public dialogue on the availability and quality of services (health, education, social services, etc.) needed to improve the quality of life of businesses and their employees in Lithuania, and to encourage the state and society to open up opportunities for businesses to provide such services, so as to improve the quality of, and the accessibility to, such services for the population, through increased competition and supply;
2.2.1.9. Encourage domestic and foreign capital investment, the development of high value-added businesses, the creation of new jobs, the intensification of research and innovation, the introduction of information technology, modern management methods and management systems, the promotion of e-business and other initiatives to increase the efficiency of enterprises, the provision of new goods and services, and the expansion of new markets;
2.2.1.10. Encourage and accelerate cooperation between business sectors and business organisations;
2.2.1.11. Increase the availability of services provided by associated business structures to domestic companies and other individuals in relation to business start-ups, business growth and the development of foreign markets;
2.2.1.12. Promote access to finance for businesses, thereby fostering the creation of new businesses and increasing business productivity;
2.2.1.13. To represent and assist LBC members in the conduct and development of their activities, and to represent LBC members in relations with state and local government authorities, non-governmental, international and other organisations and individuals;
2.2.2. Employer representation. Representation of the position of LBC members and business as employers in dialogue with national and/or international public authorities, non-governmental organisations and/or institutions, businesses and the public;
2.2.2.1. Taking part in the negotiation and establishment of collective bargaining;
2.2.2.2. Increasing the adaptability of workers and enterprises to market needs, improving and strengthening the institutional framework and accessibility of lifelong learning and the quality of services;
2.2.2.3. Promoting employment and labour market participation;
2.2.2.4. Encouraging companies to meet the highest standards, ensuring equal opportunities in the labour market;
2.2.2.5. Engage in a public dialogue on labour migration policy and its implementation, with a view to contributing to Lithuania’s economic growth and competitiveness;
2.2.2.6. Promote volunteering, apprenticeships, mentoring and other progressive programmes that encourage employee engagement;
2.2.3. Promoting compliance and trust in business. Implementation of good business practices and ethical business principles, implementation of the United Nations Sustainable Development Goals in Lithuania, promotion of trust between the LVC and the business sector, development of trust-based relationships between business entities;
2.2.3.1. Fostering a vibrant, civic business society;
2.2.3.2. Encourage Lithuanian companies to pursue best business practices and ethical business principles, as well as the Sustainable Development Goals of the United Nations;
2.2.3.3. To promote and strengthen the rule of law, the rule of democracy, fair business practices and zero tolerance of corruption and nepotism;
2.2.4. Business reputation. Creating and strengthening Lithuania’s business reputation;
2.2.5. Member involvement. Promoting communication and cooperation between LBC members;
2.2.6. Analytics. Ongoing analysis and monitoring of business and economic sectors, conducting research and surveys, publicising, commenting on economic and business news.
2.3. LBC’s activities shall include the following functions:
2.3.1. participate in the ICC Council, Commissions, the ICC Court of Arbitration and other working groups;
2.3.2. cooperates with ICC National Committees and business organisations in foreign countries, maintains contacts with embassies of the Republic of Lithuania in foreign countries and embassies of foreign countries and international organisations in the Republic of Lithuania;
2.3.3. Organises business delegations abroad and hosts incoming business delegations in Lithuania;
2.3.4. distributes business literature;
2.3.5. Organises forums, conferences, seminars, exhibitions, fairs and training;
2.3.6. Developing and delivering a range of non-formal education programmes;
2.3.7. Designing and implementing education and training systems;
2.3.8. participates in the management and implementation of projects under the various support funds, insofar as they relate to the objectives and activities of the LBC;
2.3.9. Conducting research, surveying market participants and providing advice;
2.3.10. Preparing various strategies, studies, guidelines or other relevant documents;
2.3.11. Cooperates with Lithuanian and foreign business, public, non-governmental and other organisations to implement projects in line with LBC’s objectives;
2.3.12. Represents the LBC and its members in state and local government institutions, EU and international institutions, non-governmental organisations, participates in the activities of commissions, committees, working groups and other structures set up by these institutions and organisations, and submits proposals when discussing drafts of legislative acts, forming policy, and the opinion of the business community of Lithuania in matters of relevance to the improvement of the business environment and the promotion of the development of businesses;
2.3.13. Provides advice and services to its members, represents their interests in relations with state and local authorities, EU and international institutions, NGOs and defends their rights and interests;
2.3.14. Publishes a range of information and methodological publications for business;
2.3.15. Producing and publishing a wide range of communication tools (articles, TV and radio programmes, films, publications, web portals, social networks, other information dissemination tools);
2.3.16. As well as any other activity which is not contrary to the laws of the Republic of Lithuania and which is intrinsically linked to the objectives of the institution. - MEMBERS, ASSOCIATE MEMBERS
3.1. LBC members can be legal persons, persons acting under joint-activity or partnership agreements, professional associations, non-governmental organisations.
3.2. Candidates for membership of the LBC shall be recommended and proposed to the Council by the Board. Members shall be admitted and expelled by resolution of the Council. Membership of the LBC requires an application form containing the information specified by the General Manager of the LBC. The rights and obligations of a member of the LBC shall be acquired only upon the timely payment of the fees established by the Congress. The joining fee and the membership fee for the year of joining shall be paid within 1 month from the date of the resolution of the Council to admit the person to membership of the LBC and the person shall become a member from the date of payment of the joining fee and the membership fee for the year of joining. In the year of accession, the membership fee shall be calculated in proportion to the number of days remaining between the date of accession and the end of the year.
3.3. The Council shall have the right to expel a Member for any breach or non-compliance with these Statutes. In this case, the member shall be deemed to have been expelled from the LBC and shall not be a member of the LBC from the time of the Council’s decision to expel such member. Members shall have the right to resign their membership at any time at their own volition by submitting a written statement to the Council. A Member shall be deemed to have resigned from the LBC and shall not be a member of the LBC from the moment the Member submits a statement of resignation from the LBC.
3.4. Membership and other fees paid by a member, or funds and property otherwise received from a member by the LBC, shall not be refunded to the member upon the member’s resignation or exclusion from the LBC.
3.5. Membership fees for the current year shall be paid in the first quarter of the year. The membership fee can also be paid in instalments, 4 times a year, before the end of each quarter, by submitting a separate request to the LBC General Manager.
3.6. The amounts of entry fees and membership fees shall be fixed by a separate resolution of the Congress.
3.7. An LBC member has the following rights:
3.7.1. attend and vote at the LBC Congress;
3.7.2. make proposals to the LBC Congress and Council;
3.7.3. elect and be elected to the governing bodies of the LBC;
3.7.4. To receive documents and information on the activities of the LBC in accordance with the procedures laid down by the Board. These documents and other information on the activities of the LBC shall be made available to members on the LBC’s website or at the LBC’s registered office upon written request;
3.7.5. use the services provided by LBC;
3.7.6. leave the LBC at any time by written declaration to the Council;
3.7.7. appeal in court against decisions of the LBC Congress, Council and other bodies.
3.8. A LBC member has the following duties:
3.8.1. must comply with these Articles of Association;
3.8.2. comply with the decisions taken by the governing bodies of the LBC, except where the decisions of the governing bodies are non-binding and recommendatory;
3.8.3. participate in LBC activities and actively express your views;
3.8.4. pay the required joining and membership fees on time.
3.9. When a confederation, association, union, non-governmental organisation or other membership-based organisation joins the membership of the LBC, persons who are members shall automatically become associate members of the LBC. An Associate Member shall automatically cease to be an Associate Member as soon as the organisation of which the Associate Member is a member leaves or is dismissed from the membership of the LBC, or ceases to be a member of the organisation concerned. An Associate Member of the LBC shall not be entitled to vote at the Congress. LBC Associate Members shall have the rights set out in clauses 3.7.2 and 3.7.5. - LBC RIGHTS AND OBLIGATIONS
4.1. To carry out the activities set out in the Articles of Association of LBC:
4.1.1. have a current account with a credit institution in accordance with the law;
4.1.2. owns, manages, uses and disposes of the property and funds belonging to it;
4.1.3. enter into agreements and make commitments;
4.1.4. set up and dissolve other legal entities;
4.1.5. decides to join and leave other legal entities (associations, unions, confederations, etc.);
4.1.6. joining international organisations;
4.1.7. engage in economic and commercial activities not prohibited by law, which are compatible with its statutes and objectives and are necessary for the achievement of LBC’s objectives. - LBC BODIES
5.1. Congress. The supreme organ of the LBC shall be the Congress (hereinafter referred to as the “Congress”), which shall have all the rights of a general meeting of members. The form of organisation of the work of the Congress shall be a session (meeting). Each member shall have one vote in the LBC Congress, irrespective of the amount of subscription and membership fee paid. Sessions of the Congress shall normally be chaired by the President of the LBC (the President of the LBC shall be the President of the Council). The Congress shall be convened at least once a year. An ordinary or extraordinary Congress shall be convened by the Council on its own initiative. An extraordinary session of the Congress shall be called by the Council in the event that it is planned to amend the Statutes of the LBC, to change the membership or other fees and their amounts, to elect and/or dismiss the LBC Council, or to consider the question of the suspension of a Council member. An extraordinary session of the Congress may also be called if at least 1/5 of the members of the LBC so request in writing. The President of the Council must inform the LBC members of the date, place, time and agenda of the Congress Session by post or e-mail at least 7 days before the date of the Congress Session.
5.2. The LBC must make it possible for members to participate in sessions of the Congress by means of electronic communication (e.g. video or voice conferencing, etc.), provided that the security of the information transmitted is ensured and that the identity of the voting member can be established.
5.3. The resolutions of the Congress shall be adopted if more than half of the members of the LBC are present. Resolutions shall be adopted by a simple majority of the members present at the Congress, except in the case of an amendment to the Statutes of the LBC, or in the case of the reorganisation, reconstruction or liquidation of the LBC. In such cases, resolutions shall be adopted by a 2/3 vote of the members of the LBC present at the Congress. LBC members may also vote on items on the agenda of the Congress session by sending their decisions on each item on the agenda in advance by post or e-mail. LBC members who have sent their decisions in advance by post or e-mail shall be counted in the quorum for the Congress session. If the quorum is not present at the Congress, a reconvened session shall be convened not later than one month later, at which resolutions on the agenda of the Congress that did not take place may be adopted, irrespective of the number of members of the LBC present.
5.4. LBC Congress:
5.4.1. amends and supplements the Articles of Association of the LBC; approves the new version of the Articles of Association of the LBC;
5.4.2. 4 elects the members of the Council for a period of one year, fixing the exact number of its members, which may not be less than 17 nor more than 25; and removes the Council as a whole or individual members from office;
5.4.3. recalls individual members of the Council whose powers have been suspended by a decision of the Council; in the event that Congress decides that a member’s suspension is unjustified, the member is automatically reinstated;
5.4.4. approves the LBC’s annual activity report;
5.4.5. approves the LBC’s annual financial report;
5.4.6. determines the amount of members’ joining fees, the amount of members’ fees and the procedure for their payment;
5.4.7. elects the LBC auditor;
5.4.8. approves the LBC audit report;
5.4.9. adopts a resolution on the reorganisation, reconstruction or liquidation of the LBC;
5.4.10. elects the members of the Ethics Committee.
5.5. Council. The representative body of the LBC members is the LBC Council (“the Council”). The members of the Council shall be elected for a period of 4 years by the Congress from among candidates recommended by the Executive Board, by open voting through ballot papers. Each LBC member has the right to recommend to the Board an employee, a manager, an owner/shareholder, or to appoint a member to the Council. Members of the Council must be of good reputation. In the event that a LBC member whose representative is a member of the Council ceases to be a member of the LBC, or the relationship between the member of the Council and the LBC member who nominated the member of the Council comes to an end, such member of the Council shall resign from the position of member of the Council and, in the event of his/her failing to do so, may have his/her term of office terminated. When the term of a Council member position expires on these grounds, a Congress shall be convened to appoint a new member to the Council.
5.6. LBC Council:
5.6.1. elects and removes the President for a period of 4 years from among the members of the Council elected by Congress. Appoint and remove 6 Vice-Presidents, who together form the Board of Management, on the nomination of the President, from among the members of the Council elected by the Congress, and remove them from their posts;
5.6.2. It appoints and dismisses the Managing Director, a single-person management body, on the recommendation of the Board, sets his/her remuneration, concludes his/her employment agreement, and dismisses him/her from the post;
5.6.3. admit and expel members of the LBC;
5.6.4. in the cases referred to in clause 5.5 of the Articles of Association, shall decide by a majority of 2/3 of the votes cast to suspend the mandate of the members of the Council; the mandate of a member of the Council shall be deemed to have been suspended as from the date of the Council’s decision until the Congress decides to remove him/her from his/her office or to re-elect him/her to the Council; A member of the Council whose powers are suspended shall forfeit all the powers and rights conferred on him/her by these Statutes and shall lose the right to participate in any form in the activities of the LBC;
5.6.5. approves the LBC strategy;
5.6.6. approves the LBC’s annual budget and operational plan;
5.6.7. approves the LBC’s Conflicts of Interest Management Policy and Code of Ethics;
5.6.8. approves the rules of procedure of the LBC Council;
5.6.9. convenes a Congress at least once a year;
5.6.10. approves the Terms of Reference for the Managing Director and other LBC staff;
5.6.11. considers and approves the LBC National Delegate to the ICC on the recommendation of the LBC;
5.6.12. adopts a resolution on the establishment, transformation, reorganisation or liquidation of other legal entities, as well as on becoming a participant in other legal entities; appoints the members of the governing bodies of such legal entities, and approves the positions represented by the LBC’s representatives at the meetings of their shareholders;
5.6.13. adopt a resolution on the establishment, reconstruction, reorganisation or liquidation of LBC branches and/or representative offices, approve and amend their rules of procedure, appoint and dismiss their managers; manage and control LBC branches and/or representative offices;
5.6.14. considers and submits to Congress the LBC’s annual financial and operational reports;
5.6.15. approving the purchase, sale, lease and other transactions involving immovable property, and approving long-term investments not covered by a specific budget line;
5.6.16. established LBC nominations and awards, approves their regulations, collects nominations for established nominations and awards, and announces winners and awardees.
5.7. The LBC President shall be responsible for convening the Council meeting, identifying the members of the Council who are present at the Council meeting or who have submitted their decisions in advance of the Council meeting, establishing the presence of a quorum, and determining the outcome of the vote.
5.8. The President shall convene meetings of the Council at least 4 times a year. Meetings of the Council shall also be convened whenever a majority (more than 1/2) of the Council members so request. Consultative and/or thematic meetings of the Council to which speakers are invited or attend shall not be binding on the Council members. The LBC President must inform the members of the Council of the date, place, time and agenda of the Council meeting in writing or by e-mail at least 7 days before the date of the Council meeting.
5.9. A meeting of the Council shall be valid if more than 1/2 of the members of the Council are present, and decisions taken shall be valid if the number of votes in favour exceeds the number of votes against, except in the case of consideration of the suspension of a member of the Council. A decision of the Council to suspend the mandate of a member of the Council shall be taken by a 2/3 majority of the members present at the meeting. Each member shall have one vote at a meeting of the Council. Members of the Council whose powers have been suspended shall not be entitled to vote or to participate in the meeting of the Council, nor shall they be counted for the purposes of calculating the quorum of the Council. In the event of a tie, the President’s vote is decisive. Members of the Council may vote on the items on the agenda of the meeting by sending their decisions on each draft resolution on the agenda to the LBC President in advance by post or e-mail. Councillors who have sent their decisions in advance by post or e-mail shall be counted in the quorum of the Council meeting. The LBC must allow Council members to participate in Council meetings by electronic means (e.g. video or voice conferencing, etc.), provided that the security of the information transmitted is ensured and that the identity of the participating member can be established.
5.10. Any member of the Council may propose additions to the agenda of the relevant Council meeting. Proposals for the agenda must be submitted in writing or by e-mail. The proposal must be accompanied by draft decisions on the proposed items or, where no decisions are required, explanations of each item on the Council’s proposed agenda. The agenda shall be supplemented if the proposal is received not later than 3 days before the date of the Council meeting. Any member of the Council may, at any time before or during the Council meeting, propose in writing new draft decisions on items on the Council agenda. Minutes of the Council meeting are taken. The chairperson and the secretary of the meeting shall sign the minutes.
5.11. The Council reports to Congress on its activities.
5.12. The President. The President (“the President”) shall be an organ of the LBC, elected by secret ballot at a Council meeting for a term of office of 4 years, with a maximum of 2 consecutive terms of office. The President of the LBC shall not have an employment agreement. According to the laws of the Republic of Lithuania, the President of the LBC engages in lobbying activities and must be included in the list of lobbyists of the Republic of Lithuania.
5.13. LBC President:
5.13.1. submits to the Council for approval the nominations of Vice-Presidents and proposals for the dismissal of Vice-Presidents;
5.13.2. shall be the Chairperson of the Council and the Management Board and shall direct their activities;
5.13.3. represent the LBC and its interests in Lithuania and abroad, in public and private institutions, and sign on behalf of the LBC.
5.14. Management Board. The Management Board is a collegial body of the LBC (hereinafter referred to as the “Board”), which discusses current issues, formulates positions on important issues, monitors the activities of the Director General, the activities of other LBC bodies and assists the President in making decisions in a collegial manner. The Board consists of 7 members – the President, who is automatically appointed to the Board, and 6 Vice-Presidents. The Vice-Presidents shall be elected from among the members of the Council on the recommendation of the President. Employment agreements are not concluded with them. Vice-presidents may be assigned to supervise individual areas of LBC activity. Vice-Presidents are not required to be included in the list of lobbyists of the Republic of Lithuania, except when required to do so by the Code of Ethics and/or the Interest Management Policy, or when the Vice President is appointed to replace the President of the LBC, or is appointed to act as a representative of the LBC in its relations with the state or governmental authorities. The term of office of the Board coincides with the term of office of the Council.
5.15. LBC Management Board:
5.15.1. analyses, considers and considers the possibilities of representing certain interests when a Member or Working Group is approached, and determines and develops the LBC’s position;
5.15.2. decides who (President, Vice-Presidents, Council members, Director General, LBC staff, members’ representatives, members of Working Groups) shall be delegated to Working Groups, Councils, Commissions and other bodies set up by state or municipal institutions;
5.15.3. responsible for preventing and managing conflicts of interest;
5.15.4. responsible for LBC’s strategic communications, building and maintaining its corporate reputation, ICC’s international activities and cooperation with other organisations;
5.15.5. responsible for the periodic audit of the LBC’s finances, recommends the auditor to Congress; cooperates and maintains regular contact with the auditor;
5.15.6. ensures and oversee the legal and/or ethical compliance of LBC;
5.15.7. considers and approves business market standards on a wide range of topics (e.g. code of ethics in public procurement, policies on the environment, equal opportunities and other ESG objectives, etc.);
5.15.8. takes care of membership attraction and retention of existing members, analyzes, considers and evaluates information about potential LBC members before making recommendations to the Council for their admission;
5.15.9. makes recommendations to the Congress regarding candidates for the Council and the Ethics Commission; To the Council – for the President and the Vice-Presidents proposed by him, the General Director; analyzes, considers and evaluates the impeccable reputation, positions and interests of the candidates for the Council, Ethics Commission, Presidents and Vice-Presidents, and their compliance with candidacy requirements;
5.15.10. organises and manages the LBC’s analytical activities, fundraising, dissemination of LBC information and publicity;
5.15.11. analyses, discusses and decides on participation in projects implemented with money from the European Union, the Republic of Lithuania or other public budgets; approves the annual reports of such projects;
5.15.12. approves donations to and from the LBC; voluntary contributions from members;
5.15.13. approves the structure of the LBC administration;
5.15.14. approves and sets the pricing of paid services provided by LBC;
5.15.15. approves all transactions by the Director-General in excess of EUR 10,000 (lump sum or annual), but transactions in excess of EUR 2,000 must be notified in advance to the Board;
5.15.16. approve the deputising of the Managing Director and the President. In the event of the resignation of the President or if the President is otherwise prevented from exercising the functions entrusted to him/her, the powers of the President shall be delegated, by resolution of the Board, to one of the Vice-Presidents, until such time as the Council is convened and a new President elected;
5.15.17. approves the Rules of Procedure of the Board;
5.15.18. approves other LBC internal documents – procedures, rules;
5.15.19. Approves Working Groups and their members;
5.15.20. Approves trademarks used by LBC.
5.16. The Board may delegate all or part of its activities to the President or the Vice-Presidents, but the decision-making power of the Board may not be delegated or transferred to them.
5.17. The President shall convene meetings of the Board at least 1-2 times a month. Board meetings shall also be convened when requested by at least 2 Board members. The LBC President (or, failing that, 2 members of the Board) must inform the members of the Board of the date, place, time and agenda of the Board meeting in writing or by email at least 3 days before the date of the Board meeting.
5.18. A meeting of the Board shall be valid if more than 1/2 of the members of the Board are present, and decisions taken shall be valid if the number of votes in favour exceeds the number of votes against. Each member shall have one vote at a meeting of the Board. In the event of a tie, the President’s vote is decisive. Members of the Board may vote on the items on the agenda of the meeting by sending in advance to the President of the LBC their decisions on each draft resolution on the agenda by post or by e-mail. Members of the Board who have sent their decisions in advance by post or e-mail shall be counted in the quorum for the meeting. Any member of the Board may propose additions to the agenda of the relevant meeting. Minutes of the Board meeting shall be taken. The minutes shall be signed by the chairman and the secretary of the meeting. The LBC must allow members of the Board to participate in Board meetings by electronic means (e.g. video or voice conferencing, etc.), provided that the security of the information transmitted is ensured and that the identity of the member participating can be established.
5.19. General Manager. The management, control and supervision of the LBC Directorate is the responsibility of the General Manager (“the General Manager”) and the LBC Administration. The General Manager is the sole governing body of LBC. The General Manager must have an impeccable reputation, experience in senior management positions, leadership, management, organisational, foreign language and communication skills. The General Manager shall be elected by the Council, on the recommendation of the Board. The General Manager has an employment agreement and is paid a salary. All employment income of the General Manager shall be derived from activities related to the LBC, with the exception of research and teaching activities, and unless otherwise authorised by the Board. In order to avoid conflicts of interest, all other activities and income derived from such activities outside the LBC must be declared and disclosed by the General Manager to the Board. Under the laws of the Republic of Lithuania, the General Manager is engaged in lobbying activities and must be included in the list of lobbyists of the Republic of Lithuania. General Manager:
5.19.1. Organizes the activities of the LBC, represents the LBC in relations with state and local government institutions, non-governmental, international and other organizations and individuals, and the public; other members of the management team included in the list of lobbyists of the Republic of Lithuania may represent the LBC in accordance with the powers granted to them;
5.19.2. participates in the meetings and activities of the Council, the Board, the LBC Working Groups (without the right to vote), except on matters directly related to the functions or activities of the General Manager;
5.19.3. implements the decisions and/or resolutions of the Congress, the Council and the Board;
5.19.4. is accountable to the Council and the Board;
5.19.5. manages the LBC’s assets, including its financial resources;
5.19.6. operates within the framework of an action plan and budget approved by the Council;
5.19.7. transact business and represent LBC;
5.19.8. recruits and dismisses the Directorate’s staff, concludes their contracts of employment, and fixes their emoluments, in accordance with the Council’s budget for that purpose;
5.19.9. publishes LBC information and announcements in the daily newspaper Verslo žinios, which are required by law to be made public;
5.19.10. keeping records of LBC members, controlling the payment of fees;
5.19.11. is responsible for drawing up the financial statements and submitting data and documents (statistics) to the Registry and other public authorities;
5.19.12. represents the LBC at international ICC events, before Lithuanian governmental institutions, working groups, commissions or other bodies established by them;
5.19.13. preparing and submitting to the Council for its consideration the LBC’s draft annual budget, action plan, annual financial and annual activity reports;
5.19.14. organises technical support for the LBC Working Groups;
5.19.15. notifies LBC members of key events;
5.19.16. approves the address of the LBC’s registered office and informs the Registrar of Legal Entities thereof;
5.19.17. carries out and implement other decisions of the Congress, the Council, the Board and the President.
5.19.18. Prepares and submits the LBC’s public report to the Congress for approval by 30 June each year, and makes the LBC’s activity report available to any legal or natural person at the LBC’s headquarters or on the LBC’s website.
5.20. Ethics Committee. The LBC has an Ethics Committee (hereinafter referred to as the “Ethics Committee”). The Ethics Committee is not an authority of the LBC. The Ethics Committee is composed of 5 members, elected by the Congress on the nomination of the Board of Management. Members of the Ethics Committee may not be members of the Council or the Board, the President, the General Manager. Members of the Ethics Committee must be representatives of LBC members or other independent persons of good reputation. The work of the Ethics Committee shall be organised and monitored by the Chairperson of the Ethics Committee, elected by the Ethics Committee from among its members. The Ethics Committee shall:
5.20.1. Draw up and enforce a code of ethics;
5.20.2. Investigate complaints of possible breaches of the LBC’s Conflict of Interest Policy, Code of Ethics or these Statutes by members of the LBC, members of the Council, the Board, members of the Working Groups, the Director General, employees of the LBC, and make a finding/decision:
5.20.2.1. in the absence of an infringement, dismisses the complaint;
5.20.2.2. dismisses the complaint as not having significant consequences and issues a warning if an infringement is found;
5.20.2.3. accepts the complaint and recommends to the competent governing body of the LBC that the person be removed from his/her position if an irregularity is found.
5.21. Working groups. Working Groups (hereinafter referred to as “Working Groups”) may be established by decision of the Board to implement selected permanent or project-based LBC activities. Working Groups are not an authority of the LBC. A member of the LBC administration shall be appointed to supervise each Working Group. Members of the LBC Working Groups may be seconded to the relevant working groups of state and local authorities. The Working Group may elect a representative from among its members (subject to the approval of the Board) for the purpose of dialogue and relations with state and local authorities, non-governmental, international and other organisations and individuals, and the public. Working groups:
5.21.1. shall be composed, by decision of the Governing Board, of members of the Council or representatives of members of the LBC with experience in the relevant field of activity of the Working Group;
5.21.2. together with the administration, analyse issues of relevance to the LBC and make recommendations to the Council/Board and the President;
5.21.3. are set up to build relationships with public authorities and/or the public in the chosen business or other sector. The LBC Sector-Industry Working Groups are: finance, transport, manufacturing, services, TMT, trade, education, health and others. LBC’s thematic-sectoral Working Groups are: arbitration, tax, labour relations and other. The following list of LBC Working Groups is not exhaustive and may be amended by decision of the Board. - ASSETS AND SOURCES OF INCOME. PROCEDURES FOR THE USE OF FUNDS AND REVENUE
6.1. LBC owns or otherwise controls assets and funds. They shall be used and disposed of by the LBC in accordance with the procedure laid down by the laws of the Republic of Lithuania.
6.2. LBC’s sources of revenue are:
6.2.1. Members’ joining fees, membership fees and earmarked contributions;
6.2.2. donations, funds and property gratuitously transferred by others;
6.2.3. legacies vested in LBC under the will;
6.2.4. interest of credit institutions paid for funds stored in them, interest for granted loans;
6.2.5. income from the distribution of profits, sale of shares or other distributions to participants in enterprises of which LBC is an owner or partner;
6.2.6. funds and assets received for targeted projects and programmes carried out by LBC;
6.2.7. income from LBC activities not incompatible with these Statutes and the objectives of the LBC, from targeted analytical projects or programmes, and from consultancy activities carried out in accordance with the procedures laid down by and subject to the approval of the Board;
6.2.8. income from LBC events, publications, publications and donations received for such activities;
6.2.9. other lawfully received income.
6.3. The LBC may, by decision of the Governing Board, accept voluntary donations from members for the implementation of projects or programmes of relevance to only a subset of the LBC’s members, and may set prices for consultancy services provided to LBC members. The LBC is also entitled to accept other non-targeted (voluntary) contributions from LBC members for the operation of the LBC. All additional contributions shall be reflected in the LBC’s financial and operational accounts. The LBC shall use money received as a donation, as well as other money and other property received gratuitously, for the purposes specified by the person who gave it, provided that it has been so agreed in a contract with that person, which is in accordance with the LBC’s statutes and the law.
6.4. LBC is subject to the restrictions on its activities provided for by the laws of the Republic of Lithuania. - LBC PERFORMANCE AUDIT
7.1. An auditor is elected by a resolution of the Congress for a period of 3 years to audit the LBC.
7.2. After the end of the financial year, before the Ordinary Congress, the LBC’s annual accounts must be audited by an auditor.
7.3. The auditor is remunerated by LBC.
7.4. The General Manager must provide the Auditor with the accounting documents requested by him. - BRANCHES AND REPRESENTATIVE OFFICES
8.1. LBC has the right to establish and liquidate branches and/or representative offices. Branches and/or representative offices shall be established and dissolved by resolution of the Council. The number of LBC branches/ representative offices is unlimited.
8.2. Branches and/or representative offices shall operate in accordance with the Regulations for Branches and/or representative offices, which shall be approved by the Council. The Heads of Branches and representative offices are appointed and dismissed by the Council. Branches and representative offices shall promote and participate in the implementation of LBC policies. - REORGANISATION AND LIQUIDATION
9.1. The LBC shall be reorganised, dissolved (reorganised or liquidated) in accordance with the procedure laid down in the Civil Code of the Republic of Lithuania by a resolution of the Congress. - FINAL PROVISIONS
10.1. Matters not regulated by these Articles of Association shall be dealt with in accordance with the procedure established by the laws of the Republic of Lithuania.
10.2. In the event of any inconsistency between these Articles of Association and the mandatory legal provisions governing the legal status and/or activities of associations, the provisions of the law shall prevail.
10.3. The Articles of Association of the LBC shall be amended and supplemented by a resolution of the Congress in accordance with the laws of the Republic of Lithuania and the procedure laid down in these Articles of Association.
Lithuanian Business Confederation
1st October 2020
General Manager Ineta Rizgele