CHAPTER 1 – GENERAL CONDITIONS

ARTICLE. I
Export Guarantee Fund of Iran, hereinafter referred to as “Fund”, is adminis‌tered in accordance with the Administration Law and Act of Export Guarantee Fund of Iran (ratified in 1996), and the provisions of these Articles of Associations, and in cases of absence of provisions, the Fund is governed by or in accordance with Trade Law.

Note - The provisions and the general rules governing the state-owned or state-affiliated corporations and institutions shall apply to the Fund if only if where there is an express reference to the Fund’s applicability thereto.

ARTICLE. 2
The Fund is an autonomous legal entity with administrative and financial independence that is operating and administered as a private joint stock company, under the supervision of the Ministry of Mine, Industry and Trade.

ARTICLE.3
The principal office of the Fund is in Tehran, (The Capital City). The Fund may stablish or liquidate branches, or grant agency or correspondent rights to real and / or legal entities within the limits laid down in the relevant laws and regulations.

ARTICLE.4
The nationality of the Fund is Iranian and it is established to operate for an unlimited time.

ARTICLE.5
The Fund’s activities are defined as the following:
To guarantee and provide insurance cover for all export credits and the related financings and investments for the export of goods and services from Iran:
To develop the facilities required for expansion and promotion of exports;
To guarantee the receivables of the Iranian exporters of goods and services from foreign buyers, and to protect them against the commercial and political risks that are not generally covered by commercial insurance companies.

ARTICLE.6
The export credit guarantees offered by The Fund are determined according to the relevant internal regulations, shall include the following:
a)  The receivables of exporters of goods and services from foreign buyers, which have not been collected on the due dates thereof, for any of the reasons listed below; provided, however, that the payment default or act of non-payment is NOT due to the exporters failure to fulfil its sales and contractual obligations:
I.  Buyers’ non-acceptance of the exported goods or services.
2.  Non-payment of the price of goods or services on due dates thereof.
3.  Buyers’ financial inability due to bankruptcy, insolvency or suspension of activities.
4.  Outbreak of war or state of war.
5.  Straining or severance of diplomatic relations with the country of buyer, so that the exporter is unable to receive its receivables on the due date thereof.
6.  Imposition of some economic policies leading to the block of the receivables of the
     exporter on the maturity dates.
7.  Enforcement of restrictive economic policies on import regulations and foreign exchange policies exerted in the buyers’ country.
8.  Dispossession of the buyer due to nationalization or confiscation of his property, as a result of which the buyer is unable to meet its payment obligations and the Iranian exporter may not manage to collect its receivables.
9.  Other factors out of the control of the Iranian exporter and the foreign buyer which,  according to the confirmation and verification of the Fund’s board of directors, has led to the instance of non-payment or payment default of the foreign buyer and the exporter has been unable to collect its receivables accordingly.

b) The facilities or any loans that are allocated to the exported goods and services.

C) Investments related to export of goods and services.

d) Other facilities and measures that, at the discretion of the Government Cabinet, are necessary or useful for the promotion of exports.
Note – The Fund may deposit funds in banks, and accept or cede risks, moreover, for purposes of export promotion may involve in investment activities.

ARTICLE. 7
The capital of the Fund is a sum of approximately 27 million dollars (980,000,000,000 IR Rials), divided into nine hundred and eighty thousand registered shares at a par value of the equvalent Rials, The whole shares belong to the government of IR of Iran.

CHAPTER II - CONSTITUENT BODIES

ARTICLE.8
The Fund is constituted of the following decision making bodies:
A) General Assembly
B) Board of Directors and CEO
C) Statutory Auditor

A) General Assembly:
ARTICLE.9
The members of the General Assembly are:
1.  Minister of Mine, Industry and Trade who acts as the president of the general Assembly,
2.  Minister of Finance & Economic Affairs
3.  The Minister of Foreign Affairs
4.  The President of Plan & Budget Organization
5.  The Top President of the Central Bank of the Islamic Republic of Iran
6.  The President of Iran Export Promotion Center (Trade Promotion Organization)
7.  Two members of the Parliament as supervisor, nominated by the said Parliament elected from professional committees like the Committee of Commerce and Distributions or the Committee of economic and finance or the Committee of Cooperation.
Note - The “FUND’s” managing Director (CEO) shall participate in the General Assembly meetings as the secretary without the right of voting.

ARTICLE.1O          
The general meeting of the Fund is convened at least twice a year, upon invitation of The board of directors, at the principal office of the Fund or, upon approval of The President of the General Assembly, at the place to be proposed by the board of directors, once during the first half of the year, for verifying and approving the balance sheet and profit & loss statement of the previous year and other matters on the agenda, and the second time during the second half of the year for verifying and approving the annual budget of the upcoming year and other matters on the agenda.

Note1 - The General Assembly may hold extracurricular sessions upon the invitation of the president of the GA.

Note 2 - The formal written invitation letter of the General Assesmbly, including the exact venue, date, time and agenda should be sent to the members of the General Assembly, at least ten days before the date of the meeting. Any matter not included on the agenda may not be put forth in the General Assembly’s meeting.

Note 3 - The required quorum for the General Assembly’s meeting is met when two-thirds of the members are present, and the resolutions shall be approved on majority vote basis.

Note 4 - Proper minutes of discussions and resolutions of the Fund’s General Assembly’s meeting shall be devised and documented to be signed by the attending members.

ARTICLE.11
The authorities and duties of the Fund’s General Assembly are as follows:
1. To determine the general macro policies of the Fund and to supervise its activities thereof.
2. To propose arrangements to the Government Cabinet as how to use the Fund’s contingent and provisionary reserve.
3. To review the operational plans and to approve the annual budget of the Fund.
4. To review and decide on the annual report balance sheet and profit/loss statement of the Fund, after receiving the Statutory Auditor’s‌ report.
5. To revise and approve the Fund’s financial and procurement internal regulations and guidelines, upon the proposal of the Board Members.
6. To decide on the proposal of the Minister of Mine, Industry and Trade, as to nomination of the board members and the CEO (managing director).
7. To propose the allocation of the necessary funds in the whole national budget plan of the country to EGFI on a yearly basis in order to cover any difference or deficits in the Fund’s revenues, with the compensations, claims paid and adopt the required provisionary and contingency reserves to be ratified by the Government Cabinet.
8. To decide on the Fund’s bad loans, overdue claims, and improbable collections from the claims paid and resolve thereto.
9. To appoint the main principal and alternative statutory auditors and their commission fees thereof.
10. To verify and approve the Fund’s organizational chart, after the verification of the State Organization for Administrative & Employment Affairs.
11. To determine the various financing arrangements and export credits to be guaranteed by the Fund, upon proposal of the Board of Directors.
12. To determine the maximum country risk portfolio and the Fund’s maximum liability against each country to form the comprehensive country risk policy.
13. To propose to the Government Cabinet the rates of commissions and premiums  to be charged on credit guarantees/insurance policies and their general conditions thereof.
14. To verify and approve the general terms and conditions of the Fund’s guarantees/insurance policies, upon the proposal of the Board of Directors.
l5. To verify and approve the amount of and the procedure for calculating the provisionary contingency reserves, upon the proposal of the Board of Directors
16. To decide on the establishment of inland or overseas branches outside Iran, upon proposal of the Board of Directors and in compliance with the relevant regulations.
17. To verify and approve the offers proposed by foreign institutions to act as the Fund’s representatives or to grant agency rights to such institutions, in compliance with the relevant laws and regulations.
18. To decide on other matters that fall within the functions and authorities of the Fund, are proposed to the General Assembly in compliance with the relevant laws and regulations.

b) Board of Directors & CEO (Managing Director)
ARTICLE. 12
The Fund is administered and run by a Board of five Directors who are nominated by the Minister of Mine, Industry and Trade after the approval of the Fund’s General Assembly, and they are appointed for a period of five years. The Board Members shall continue their duties till reappointment or replacement by new members.

Note1- In case of resignation, death or dismissal of any Board Member, or in case of legal impediments, the General Assembly shall immediately elect a substitute for the remaining term of the duration of his responsibility, in compliance with the provisions of this article.

Note2-At least three Members of the Board shall serve as full time employees at the Fund. Two out of five Board Members shall be familiar with legal affairs, as far as possible.

Note3- The CEO (Managing Director) is acting as the Member and Chairman of the Board.

Note4 -The appointment of the CEO (Managing Director) and other Board Members shall be issued and notified by the Minister of Mine, Industry and Trade. The CEO may also be dismissed by the Minister of Mine, Industry and Trade.

ARTICLE.13
The re-election of the Members of the Board of Directors is allowed and possible.

ARTICLE.14
The Board of Directors shall hold its meetings at least twice a month, at the principal office of the Fund, upon the invitation of the CEO (Managing Director) and Chairman of the Board, in which the agenda of the meeting is included, proper minutes of the resolutions shall be prepared to be signed by the attending members, a copy of which shall be given to every member. The names of absent members shall also be included in the minutes.
Note- In case any of the Board Members disagrees, partially or in whole, with any resolutions or decisions made at the Board meeting, he should mention his opinion in writing and include it in the minutes of the meeting.

ARTICLE.15
The required quorum for the meetings of the Board of Directors is formed when at least three members are present, and the resolutions are ratified and valid to be effective by the affirmative vote of the majority. The Board Members may include any proposal or issues of interest to the agenda, through the Chairman of the Board and the CEO (Managing Director).

ARTICLE.16
The authorities and duties of the Board of Directors are as follows:
1. To enforce and enact the resolutions and decisions made and ratified by the General Assembly, within the relevant authorities.
2. To prepare the Annual Report and financial statements of the Fund, including profit/loss statement and balance sheet, to be presented to the General Assembly’s meeting.
3. To verify and approve the annual budget, organizational chart and departments and the regulations and guidelines of the Fund provided in this document, which are proposed by the CEO (Managing Director) to be approved by the competent authorities.
4. To propose to the General Assembly the various financing arrangements and export credits that may be guaranteed or covered by the Fund, the commission/premium rates of guarantees/insurance policies and the related costs and the general conditions of the policies and guarantees thereof.
5. To decide on the establishment or cessation or liquidation of  branches and representative/ agency offices inside the country, within the related laws and regulations.
6. To propose to the General Assembly any amendments to these Articles of Association, increase or decrease in the Fund’s capital, to be presented to the competent authorities.
7. To make decisions on the purchase, sale, lease, granting or obtaining guarantees, endorsement, trade guarantees, security, mortgage of immovable properties, investment, partnership, contracting and carrying out business activities within the framework of ratified regulations.
8. To open, operate or close domestic and international accounts, both in local and foreign currency, in the name of the Fund, with banks, financial and financing institutions inside the country or in overseas accounts.

Note-   The Board of Directors may delegate some of its rights and authority to the CEO (Managing Director).

ARTICLE.17
The CEO (Managing Director) is the highest executive and administrative authority of the Fund; and has all the authorities to enforce the resolutions of the General Assembly and put those of the Board of Directors into effect. The major duties and authorities of the CEO (Managing Director) are:
1. To put into effect the resolutions ratified by the General Assembly and the Board of Directors.
2. To appoint and dismiss the Funds staff.
3. To collect the claims, make recoveries and pay out/compensate for the debts.
4. To compromise, refer any matters to arbitration, appoint an arbitrator and an expert, in compliance with the provisions of Act No. 139 of the Constitution of the Islamic Republic of Iran.
5. To enter into contracts with real and legal corporate entities.
6. To represent the Fund before real and legal entities, in courts and other judicial and administrative authorities, with power of attorney and right of introducing substitues.

Note-   The CEO (Managing Director) may delegate some of his authorities to the Board of Directors or other members/staff of the Funds, at his own discretion and responsibility.

c) Statutory Auditor
ARTICLE.18
The General Assembly shall appoint one principal and one alternative Statutory Auditor, from among competent real and legal entities, for one year. The auditors reelection is possible and as long as any new auditors are not appointed they shall remain in office continuing their activities.
Note-   In case of resignation, death or dismissal of the principal Statutory Auditor, he shall be substituted by the alternative auditor.

ARTICLE.19
The Auditor may carry out any verification and inspection within the scope of the related regulations; to examine all the books, files and contracts of the Fund and to check and deal with any of the documents and records.

ARTICLE.20
The major duties of the Statutory Auditor are:
1. To cross check the operations of the Fund with the approved budget.
2. To study and double check the Fund’s Financial Statements, to prepare the reports: and to comment on the Fund’s operations to be presented to the General Assembly. This report shall be submitted to the Chairman of the Board of Directors and the CEO (Managing Director) at least 10 days prior to the date that the General Assembly’s meeting is to be held.
3. To comment on the report of the Board of Directors and to present the same report to the General Assembly.

Note1-The implementation of the auditor’s duties shall by no means impede the routine operation of the Fund in fulfilling its normal activities.

Note2-The report on the operation of the Fund, including the annual balance sheet and profit/loss statement shall be submitted to the Statutory Auditor at least 45 days prior to the date holding the General Assembly’s meeting.

CHAPTER III  - FINANCIAL REGULATIONS

ARTICLE.21
The fiscal year of the Fund begins on March21st of every year and ends on March 20th of the upcoming year; except however, for the first year that began on Feb. 5, 1996 and ended on March 20, 1996. The deadline for preparation of the financial statements of each fiscal year is December 21^st of the upcoming year.

ARTICLE. 22           
The correspondence and binding instruments and documents of the Fund shall bear the signature of the CEO (Managing Director), or at least two authorized signatures to be nominated by the CEO.

Note- The pay cheques and important valuable papers, worthy or treasury documents and promissory notes shall bear at least two authorized signatures according to the contents of the Financial Regulations of the Fund.

ARTICLE.23
The annual net profit of the Fund, after deduction of all costs, contingency and provisionary reserves, statutory reserve, tax and legal deductions, shall be credited to the contingent reserve account.

ARTICLE.24
The approval of the Fund’s annual balance sheet by the General Assembly signifies the discharge and settlement of the commitments of the Board of Directors.

ARTICLE.25
As of the effective date of these articles, the Articles of Association of Export Guarantee Fund of Iran, as per the decree No.H15124T/55378, dated Feb. 5,1996, shall be considered as null and void.
This amendment was ratified by the Council of Guardians, as per formal letter No.76/21/860, dated June 25, 1997 of the said council.

Hassan Habibi
First Vice-President