Charter
ARTICLE 1 NAME, SEAT AND SCOPE OF ACTIVITYThe name of the Association is Österreichische Vereinigung für Finanzanalyse und Anlageberatung (ÖVFA) (Austrian Association for Financial Analysis and Investment Advisory Services) and has its seat in Vienna. Its scope of activity covers the entire Republic of Austria.
ARTICLE 2 OBJECTIVES AND PRINCIPLES
Österreichische Vereinigung für Finanzanalyse und Anlageberatung is a non-profit association. The objectives of ÖVFA are:
1. to promote general understanding of economic processes, in particular financial matters, by conducting inquiries, organising seminars and lectures, etc., and publishing research papers and studies, and thus to heighten awareness of the importance and function of financial analysis, securities analysis and investment advice;
2. to improve the methods of financial analysis and securities analysis, to set up and support institutions working towards these objectives and to calculate the stock market ratios computed using these methods on an ongoing basis;
3. to train its members and provide them with information;
4. to co-operate with foreign associations pursuing similar objectives.
ARTICLE 3 WAYS OF ATTAINING THE ASSOCIATION'S OBJECTIVES
The objectives of the Association are to be attained in the following ways:
1. Activities geared to disseminating theoretical know-how
a) lectures and events, information events, seminars, exchange of information;
b) publications;
c) statements on economic or statutory measures affecting the membership as a whole;
d) co-operation with organisations and institutions working in the same field and towards the same objectives in Austria and other countries.
2. The financial resources required to attain the objectives are to be raised through
- admission fees
- membership fees
- income generated through events
- contributions to cover the cost of services provided by the Association and of its publications
- fees charged for events staged by the Association, and
- donations and subsidies.
3. The Financial Analyst College is set up as a separate institution within the Association for all activities relating to the training of members in financial and securities analysis. It shall be responsible for training courses and seminars on specific topics and for organising and holding examinations.
ARTICLE 4 MEMBERS
1. Österreichische Vereinigung für Finanzanalyse und Anlageberatung shall have active, ordinary, sponsoring members and honorary members.
2. Active membership shall be open to physical persons working as financial analysts either on a dependent or self-employed basis and who in their professional activities undertake to comply with the Code of Conduct for Financial Analysts (Annex 1) issued by the Association.
3. Ordinary membership shall be open to physical persons who
pursue or have pursued an activity related to financial and securities analysis in an area of the finance or business sectors.
4. Sponsoring membership shall be open to physical persons and legal entities supporting the objectives of the Association.
5. Honorary membership shall be open to persons who, by virtue of their position or activity, have promoted or could promote the Association's interests. Honorary membership shall be conferred through adoption by the Members' Meeting of proposals made by the Board.
ARTICLE 5 MEMBERSHIP
1. Active, ordinary and sponsoring members shall attain membership through application to the Board. (The Board shall decide on the application.)
2. Honorary membership shall be conferred by the Members' Meeting.
ARTICLE 6 RIGHTS AND DUTIES OF THE MEMBERS
1. Each member pursuant to Article 4 (2) to (5) shall be entitled to attend the Members' Meeting and all events staged by the Association, to use the facilities of the Association, to request the convening of a Members' Meeting, to submit motions to the Members' Meeting and to submit suggestions to the Board to further the objectives of the Association; moreover, each active and each ordinary member shall have a vote in the Members' Meeting and may be elected to the Association's executive bodies.
2. All members are obliged to protect the interests and the reputation of the Association, to comply with the ÖVFA Charter and to pay their membership fees on time.
3. Active members, in addition, are obliged to comply with the valid laws and professional standards, in particular the approved Code of Conduct for Financial Analysts in Annex 1, which is an integral component of the Charter. For the duration of their membership as active members they shall be entitled to use the designation "ÖVFA analyst".
ARTICLE 7 MODIFICATION OF MEMBERSHIP
The Board must be informed immediately if an active member discontinues his or her professional activity, whereupon it shall transform such active membership to ordinary membership.
ARTICLE 8 TERMINATION OF MEMBERSHIP
Membership shall terminate:
1. upon the death of the member, or, in the case of a legal entity, the loss of its legal personality;
2. upon resignation, which is possible at any time; the resignation shall become effective at the time the Board receives a notification thereof;
3. upon expulsion after arbitration proceedings resulting in an award against the member on account of gross violation of membership obligations or on account of unethical conduct.
4. The termination of membership, for whatever reason, shall not entitle the former member to claim reimbursement of contributions paid to the Association.
ARTICLE 9 FEES
1. A single admission fee shall be due on admission to the Association; this fee shall simultaneously represent the membership fee for the first year of membership.
2. The amount of the admission fee and of the annual membership fees shall be fixed by the Members' Meeting on the basis of a proposal submitted by the Board and shall be payable within two weeks of the date of the statement of fees.
ARTICLE 10 BODIES OF THE ASSOCIATION
The bodies of the Association are:
1. the Members' Meeting (Article11)
2. the Board (Article12)
3. advisory committees appointed by the Board (Article14)
4. the Auditors (Article15)
5. the Association Lawyer (Article16)
6. the Arbitration Board (Article17)
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Article 11 THE MEMBERS' MEETING
1. The Members' Meeting is the meeting of all Association members, with only the active and ordinary members having the right to vote. The voting members may be represented by other active or ordinary members having a written power of attorney.
2. The Members' Meeting may make statements and adopt resolutions on all issues relating to the Association's affairs, in particular on:
a) an amendment to the Association's Charter
b) the appointment and dismissal of Board members, the Auditors, the Association Lawyer, his or her deputy and the Chairperson of the Arbitration Board;
c) the formal approval of the annual accounts submitted by the Board and of the Board's activities;
d) voluntary dissolution of the Association;
e) the amount of membership fees and the admission fee;
f) decisions regarding the appointment of honorary members.
3. The Members' Meeting shall be convened in writing by the Board at least once a year and shall be held in the first half of the year. Extraordinary meetings may be convened by the Board within one month of a request submitted to that effect by at least one-third of the voting members. Notice of the convening of a meeting, which must include details of the agenda, must be dispatched or communicated at the latest 14 days before the meeting is to be held.
4. The President, or if he or she is unavailable, the Vice-President, shall preside over the Members' Meeting.
5. The quorum for adopting resolutions shall require the presence or representation by proxy of at least one-third of the voting members. If less than the required number of members are present or represented in spite of proper notice having been given, the Meeting may be opened half an hour after the duly fixed opening hour regardless of the number of Members present or represented by proxy.
6. Unless otherwise indicated, resolutions of the Members' Meeting shall be adopted by simple majority of the votes cast by the active and ordinary members present or represented by proxy.
7. An amendment to the Charter shall require a majority of two-thirds of the votes cast. Any amendment of the Code of Conduct for Financial Analysts (Annex 1) shall require a majority of at least three-quarters of the voting members present and of the active members present or represented by proxy, provided that at least half of the active members are present at the Meeting.
8. Minutes are to be kept of the Members' Meeting and should contain a record of the issues discussed, the resolutions adopted and their compliance with the Charter. The minutes are to be signed by the President and the Secretary. On request, members are to be forwarded a copy of the minutes.
ARTICLE 12 THE BOARD
1. The Board shall consist of at least:
- a President
- a Vice-President
- a Secretary
- a Treasurer
- an Academic Advisor.
3. The Board is the Association's chief executive body. The members of the Board shall act in an honorary capacity. The Board's activities shall include in particular:
a) Presentation of the annual accounts;
b) Convening of ordinary and extraordinary Members' Meetings;
c) Preparing the motions to be submitted to the Members' Meeting;
d) Providing for the implementation of the resolutions adopted by Members' Meetings;
e) The Board may set up special committees and consult external bodies;
f) Performing all tasks that are not reserved under the Charter for the Members' Meeting or another of the Association's executive bodies;
g) Admitting and expelling members.
4. The Board meetings shall be convened by the President in writing, orally or by telephone and shall be presided over by the him or her. Any member of the Board may request the convening of a meeting. In such a case, the meeting must be convened within fourteen days. If such meeting is not convened within this time, any member of the Board may convene the meeting.
5. The Board shall adopt its resolutions by a simple majority of the votes cast. The presence of at least three members of the Board shall be considered to constitute a quorum. In the case of a tie, the President shall have the casting vote. This ruling shall also apply in the case of votes cast by written ballot (paragraph 7).
6. Minutes are to be taken of the Board meetings and signed by the President and the Secretary.
7. The President may order a decision to be taken by written postal ballot.
8. In the event that the President is unable to attend, he or she shall be represented by the Vice-President.
ARTICLE 13 REPRESENTATION OF THE ASSOCIATION
1. The Association shall be represented externally by the President, or the Vice-President if the President is unavailable, together with another member of the Board. Moreover, the Board may authorise individual members to represent the Association in specific matters.
2. Official notifications and announcements by the Association must be signed by the President and endorsed by the Secretary and, in financial matters, by the Treasurer as well.
ARTICLE 14 ADVISORY COMMITTEES
1. The task of advisory committees is to advise the Board and contribute to the solution of specific issues and/or set up subcommittees to deal with such issues.
2. The advisory committees shall be elected by the Board for a term of two years. Re-election is possible.
3. The internal rules governing advisory committees shall be laid down by the Board upon their establishment.
ARTICLE 15 THE AUDITORS
1 The Members' Meeting shall annually elect two auditors, who shall be charged with auditing the Association's finances. The Auditors shall report their findings to the first Ordinary Members' Meeting of each year.
2. Members of the Board may not be elected as Auditors.
ARTICLE 16 THE ASSOCIATION LAWYER
The Members' Meeting shall elect the Association Lawyer and his or her representative for the term of office of the Board. The re-election, including multiple re-election, of a former Association Lawyer is possible.
The Association Lawyer shall refer to the Arbitration Board any charges of unethical conduct brought against Association members by parties not belonging to the Association. The term unethical conduct relates in particular to violations of the Code of Conduct for Financial Analysts laid down in Annex 1 and to infringements by active members of regulations issued by competent authorities.
Persons who are not members of the Association are also eligible for election provided that they are licensed to practise the profession of law at the time of their election.
ARTICLE 17 ARBITRATION BOARD
Disputes relating to the Association between the Association and its members, among the members themselves or between individual members and disputes relating to charges of unethical conduct against members shall be settled by the Arbitration Board.
The Arbitration Board shall consist of five members, who shall be elected by the Members' Meeting for a term of two years. Persons who are not members of the Association are also eligible for election provided that they have professional qualifications acquired in Austria or other countries in the field of activity of the Association's members.
One of the members of the Arbitration Board must be a qualified jurist.
The Arbitration Board shall take its decision in the presence of all its members by a simple majority of votes. The awards, which the Arbitration Board shall make subject to Articles 577ff Code of Civil Procedure, applying correspondingly, shall be final.
The Arbitration Board may be appealed to by any member through the Board represented by the President or the Vice-President, or by the Association Lawyer.
The proceedings of the Arbitration Board shall be conducted in camera. Its decision and the reasons shall be announced publicly, but the minutes and all other procedural documents shall not be disclosed.
The Association members shall supply the Arbitration Board with any and all information and documents required to investigate the charge against them and shall hereby release, to the extent possible under the law, any banks commissioned to carry out transactions relating to the charge from their obligation pursuant to Article 23 Austrian Banking Act to banking secrecy.
In the event that a charge of unethical conduct is made against institutional members, the procedure shall be instituted against these members represented by the competent bodies under their bylaws.
ARTICLE 18 PENALTIES
The Arbitration Board shall, at its sole discretion and guided by the nature and seriousness of the misconduct and by whether the misconduct was a single or repeated violation, impose the following penalties:
a) Warning
b) Fine of between EUR 726,73 and EUR 3.633,64 to be paid to the Association's Treasurer within fourteen days of the arbitration award. The amount shall be used initially to cover the costs of the arbitration proceedings. The remainder of the fine may be used, upon application by the member concerned, within a period of three years of payment, to pay any legal compensation ordered against the member in connection with the behaviour forming the object of the arbitration proceedings;
c) Forfeiture of active membership. The member thus becomes an ordinary member and loses the right to use the title ÖVFA analyst;
d) Expulsion of members
In the event that the member has been sanctioned for the first time and that he or she can prove to have remedied the damage caused by the behaviour forming the object of the arbitration proceedings, the expulsion from the Association may be waived by the Board.
ARTICLE 19 DISSOLUTION
1. The Association may be dissolved voluntarily by a resolution of the Members' Meeting. The resolution shall require a majority of two-thirds of the active members present.
2. The liquidation of the Association, in the case of voluntary dissolution, shall be carried out by the last incumbent Board. The remaining assets shall be transferred to the Red Cross or another similar charitable institution.
ANNEX 1
CODE OF CONDUCT FOR FINANCIAL ANALYSTS
1. Analysis standard
2. Rules of conduct regarding employers and clients
3. Rules of conduct regarding the company being analysed
4. Rules of conduct regarding investors
5. Conflicts of interest
Preamble
Under the Code of Conduct for Financial Analysts, independent financial analysts and financial analysts employed by or working under a service contract or other contractual relationship for a financial institution undertake to comply with the Regulations for the Prevention of Insider Trading of Article 48a Austrian Stock Exchange Act, the observe objectivity and to compile analyses free of external influences, to conduct careful research and to observe the minimum generally accepted quality standards in the market (currently ÖVFA standards).
1. Analysis standard
The objective of an analysis should be to provide basic information for investment decisions.
Company analyses must provide a comprehensive picture in the sense of a true and fair view of the company to assist investors in making informed decisions. They must meet a minimum standard in order to qualify for designation as a "basic analysis" or "basic study" recognised by the ÖVFA.
The minimum standard should include a structural analysis of the company, a review of the development of key figures in the past three years (sales, earnings, investments), a forecast and a block of key ratios. The latter must contain the key ratios defined by the professional bodies representing the interests of financial analysts and calculated uniformly. However, each analyst may, at his or her own discretion, include additional key ratios, provided that the method of calculating these ratios is explained. Also, an analyst is free to include a critical appraisal of any of the standard ratios.
A section of crucial importance is the forecast based on the analysis. As a minimum requirement this part should contain estimates of the sales and profits for the current and, if possible, the subsequent year.
The basic underlying assumptions (volumes, prices and cost trend) are to be indicated. The forecast should reflect the expectations based on different scenarios weighted in accordance with their degree of probability.
A basic study should contain the key stock market ratios (PER, dividend yield, etc.). Moreover, the analyst may state any details he or she deems important (liquidation value, peer comparison, etc.)
The client and the motivation for preparing the analysis (e.g. stock issue) should be clearly indicated in the basic analysis.
The interests of the client are to be disclosed with regard to:
- major interests held in the analysed company pursuant to Article 91 Austrian Stock Exchange Act;
- membership in the underwriting syndicate, if the stock issue dates back fewer than three years;
- the executive bodies of the company.
A distinction is to be made between comprehensive company analyses (basic analysis) and analyses focusing on specific aspects (e.g. semi-annual figures, synergy effects of mergers, a company's liquidation value, particular circumstances on account of a raw material price development).
The latter may not be designated as ÖVFA basic analyses. Summaries derived from and drawn up at the same time as the basic analysis must contain a reference to the underlying basic analysis. Basic analyses and analyses focusing on specific aspects must indicate the name of the analyst.
2. Rules of conduct regarding the employer or client
The financial analyst is to inform the employer or client in writing of the fact that his or her compliance with the Code of Conduct (in particular the rules of conduct regarding investors) may not be affected by instructions and takes precedence over the interests of an employer or client. Such notice is to be confirmed in writing by the employer or client.
Analysts working as dependent employees for a financial institution are subject to the compliance rules governing dealings by employees. All other financial analysts charged with the task of preparing an analysis are obliged to disclose their personal interests, if any, in the company to which the commission relates to the recipient(s).
Should suspicion as to the completeness, correctness or plausibility of company information arise and the respective company refuses to provide a remedy, the analyst shall refuse to compile an analysis.
3. Rules of conduct regarding the company being analysed
in connection with the calculation of the ÖVFA ratios:
- The ÖVFA ratios shall, as a rule, be calculated after the presentation of the balance sheet (to ensure that the work of the analyst is based on known facts and is thus in compliance with securities legislation); if the analysis is to be drawn up earlier, price-sensitive information must be published by the company immediately or else the analyst must be authorised exceptionally to publish such information;
- In the event that the analysis meeting between analyst and company leads to divergent conclusions, the company shall be informed thereof and the reasons stated. In such cases, it is recommended that the divergence of opinions between the company and the analyst be indicated.
4. Rules of conduct regarding investors
The analyst may not make assertions or give guarantees; in particular, the analysis must contain an express indication that the forecasts represent estimates based on existing performance data and anticipated future performance and price trends.
The analyses are to be compiled with due professional care and diligence. Because of the particular difficulties involved in the task of preparing in analysis, the analyst shall not be liable for errors arising out of slight negligence. This is to be specifically indicated in the analysis.
5. Conflicts of interest
In the event of conflicts of interest between the analyst and the employer or client, the analyst may not make a recommendation.
