IAQG Legal Entity IAQG Moscow Council – 23 May, 2013 Philippe Martin

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IAQG Legal Entity – Moscow Council Agenda

1.  Legal Entity Communication package (reminder)

2.  Insurance (status)

3.  Other administrative tasks

4.  Incorporated Documentation Tree

5.  Incorporation process

6.  Conclusion - Moscow Council decision

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1. IAQG Legal Entity Communication Package

• The status of the project at end February 2013 has been described into a document called IAQG Legal Entity Communication Package.

• The objective of the IAQG Legal Entity Communication package was to give to all IAQG members a complete view of the Legal Entity Project in order to be prepared for a incorporation go-ahead decision during the next IAQG Moscow meeting.

The IAQG Legal Entity communication package was composed of 6 main parts.

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1. IAQG Legal Entity Communication Package

1.  IAQG Legal Entity Project background and initial decisions

2.  Benefits of incorporating IAQG as a separate legal entity

3.  Costs associated with incorporating IAQG

4.  What will change from the current organization?

5.  IAQG documentation structure

6.  IAQG incorporation process description

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Part 2. Benefits of incorporating IAQG as a separate legal entity (reminder) • The decision to organize as a separate corporate legal entity is

primarily based on Jones Day lawyer's recommendations in their 2010 & 2011 reports: •  “Incorporation will shield the organization’s owners, members, officers

and directors from having any personal liability for the debts and obligations of the organization”.

• That disposition, which is written in the Belgian Law related to INPA (International Not for Profit Association), has been also introduced in the IAQG Articles of Association (article 5): •  "All members (full and associate) cannot be held personally liable for

the IAQG commitments or liabilities."

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Part 4. What will change from the current organization (reminder) • Only a few changes, since the objective of the Legal Entity project

team was to look for a maximum continuity with the way IAQG was working.

• Change of members name: •  Council members (voting members) become Full Members •  Members at large become Associate Members Note: as currently, an IAQG Member is a Company

• No change in the Executive Committee constitution and role • The Council Meeting becomes the General Assembly meeting. • New name for the previous General Assembly: Suppliers Forum

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2. Insurance status

• Under our Program Agreement, SAE-ITC is currently providing insurance coverage for IAQG.

• At incorporation, IAQG will have to be covered by its own insurance provider.

• 2 main international insurance brokers have been contacted: •  Marsh (Paris offices) •  Willis Group (Pittsburgh)

• The objective is to finalize the discussion with those providers in order to get formal contracts ready for signature before incorporation signature.

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3. Other main administrative tasks

• SAE-IAQG Services Agreement •  Contract draft discussed and agreed between both parties is ready for

signature. • Consultant contracts

•  A standard format for IAQG consultant contracts compliant with Belgian Law is being developed (target: July 2013). Current consultant contracts will be revised accordingly and ready at incorporation.

• Assistance for annual Financial Report. •  Choice of a Belgium Company done. Formal contract to be signed

before incorporation.

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5. Incorporated IAQG Documentation Tree •  Articles

•  Minimum needed to comply with Belgian Law •  Rules Of Procedure

•  Requirements need to comply with IAQG Articles •  Replaces the current IAQG Charter •  Establish the IAQG organizational structure •  To be signed by all IAQG members (a.k.a.: Company)

•  Policies •  Establishes the What and the Who •  Establishes the RAA (Responsibility, Accountability, and Authority)

•  Procedures •  “How to” internal documents

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Incorporated IAQG Documentation Tree

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IAQG Articles of Association •  Created in American English •  V16 of 09-Jan-2013 “Approved” by Incorporation Team •  English V16 found compliant with Belgian Law by the Belgian

Public Notary •  English V16 translated into French by a officially certified Belgian

translator •  “Approved” versions posted to IAQG private web

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IAQG Rules of Procedure •  Created in American English •  Revision A Draft R9 of 29-Apr-2013 “Approved” by Incorporation

Team •  “Approved” version posted to IAQG private web

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IAQG Policy Documents •  Created in American English •  “Frozen” versions provided to Incorporation Team for review and

posted to IAQG private web

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IAQG Procedure Documents •  Our existing IAQG Procedures are being converted into

Incorporated procedures •  Action given during Moscow OMS Team Meeting to:

•  Update identification number, Revision Letter, Revision Date •  Revise as necessary for post-incorporated terminology (e.g.: General

Assembly vs. Council Meeting, Executive Committee vs. Leadership Team, etc.)

•  Format as necessary in line with IAQG ex 100 to-be 105.8 •  Incorporated procedures to be in American English

•  Ensure the Policy “Owner” concurs with the writing •  Provide new Procedure to OMS Leader no later than July 8, 2013

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Incorporated IAQG Documentation (Articles, Rules, and Policies)

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Incorporated IAQG Documentation (Procedures)

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5. Four main steps for Incorporation process •  Step 1: Approval by the Council of IAQG incorporation as an “International

Not for Profit Association”. That decision will mean that the Executive Committee will have the approval for leading

the next final steps for the incorporation.

•  Step 2: Incorporation Deed signature by the Executive Committee at notary in Brussels.

•  Step 3: First meeting of the Executive Committee. The Executive Committee will accept as new members, the members proposed by the

three sectors.

•  Step 4: Publication of the Belgium Royal Decree of recognition Official start of the Association IAQG, as new legal entity.

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5. Incorporation process steps Step 1: Approval by the Council of IAQG incorporation as an “International

Not for Profit Association”. The Incorporation team agreed that the above decision was ready to be taken in

Moscow, with the condition that the three following prerequisites were achieved before signature: •  The current working procedures be updated with new numbering system

and updated for Legal Entity new structure. Target date agreed by OMS Team: July 8

Note: Articles, Rules and Procedure and Policies are already finalized. •  Sectors to get concurrence from their members for being enrolled as

member of the new Legal Entity and ready for signing the Rules of Procedure.

•  Insurance contract ready for signature.

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5. Incorporation process steps Step 2. Signature meeting at notary in Brussels. The signature will be done by the four current Executive Committee members (by attendance at the Brussels notary office or by official proxy). Current target for that meeting date: end of July, 2013

Step 3. First meeting of the Executive Committee. That meeting can be done just after the signature at notary

Step 4. Publication of the Belgium Royal Decree of recognition Expected in November, 2013

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6. Conclusion – Moscow Council decision

• Proposal for achieving the final steps for incorporation under Executive Committee leadership will be presented to the IAQG Council for approval: see next chart.

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Presenter: Philippe Martin Subject: IAQG Legal Entity Does the Council accept the proposal to:

Achieve final steps for Legal Entity implementation as a Belgium International Not for Profit Association

A vote in favor means: The four current Executive Committee members will sign the IAQG incorporation deed before notary in Brussels, if the 3 prerequisites defined in the Legal Entity presentation are achieved before that date.

Not voting in favor means:

Final steps for Legal Entity implementation are not yet approved

Council Decision:

Council Decision Request

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Questions ?