Statute of Stály rozhodcovský súd

established by the company Stály rozhodcovský súd a.s., with registered seat at Dr. Vladimíra Clementisa 10, 821 02 Bratislava, Identification No. (IČO): 36 725 439, registered with the Commercial Registry of the District Court Bratislava I, Section: Sa, Insert No. 4064/B

Article I
Fundamental Provisions

• 1. Stály rozhodcovský súd (hereinafter the “Court of Arbitration“), established by the company Stály rozhodcovský súd a.s., (hereinafter the “Founder“), is a permanent arbitration forum for resolving disputes concerning proprietary matters according to Act No. 244/2002 Coll. as amended (hereinafter the “Arbitration Act“).
• 2. The Founder is an appointed entity within the meaning of Section 6 para. 3 of Arbitration Act. Fulfilment of tasks of appointed entity stipulated by the Arbitration Act is ensured by the bodies of the Court of Arbitration set out in the Statute of Court of Arbitration in accordance with its Rules of Procedure.
• 3. The registered seat of the Court of Arbitration is Dr. Vladimíra Clementisa 10, 821 02 Bratislava.

Article II
Competence

• 1. Provided that the arbitration forum is in the Slovak Republic, the Court of Arbitration is competent to resolve disputes concerning proprietary matters arising from domestic and international, civil and commercial relations, based on written arbitration contract in form of a separate agreement or an arbitration clause included in the contract. The competence of the Court of Arbitration is limited to resolve proprietary matters that are capable to be finally resolved by a court settlement before ordinary courts.
• 2. The court of Arbitration may not resolve disputes set out in Section 1 para. 3 of the Arbitration Act.

Article III
Organisational Structure of Court of Arbitration

• 1. Court of Arbitration is composed of court’s bodies and arbitrators registered with the Roll of Arbitrators of the Court of Arbitration (hereinafter the “Roll of Arbitrators“).
• 2. The Court of Arbitration is composed of the following bodies:
  • 1. Presidium of the Court of Arbitration (hereinafter the “Presidium“),
  • 2. President of Presidium of the Court of Arbitration (hereinafter the ”President“).

Article IV
Presidium and President

• 1. The Presidium is composed of three members appointed by the Founder.
• 2. Any individual is capable of becoming a member of the Presidium provided that he/she is in the adult age, has full capacity to perform legal actions, level of experience enables him/her to discharge the function of the member of the Presidium, he/she is upright, and his/her appointment is not in contradiction to the Arbitration Act or with other law. At least one member of the Presidium shall be individual with a second degree university education in the area of law gained in a faculty of law at the university in the Slovak Republic or with a university degree in the area of law issued by foreign university, which degree is acknowledged in the Slovak Republic (hereinafter the “Legal University Degree”). Appointment to the function of the member of the Presidium is conditional upon written consent of appointed individual with his/her appointment.
• 3. Function of the member of the Presidium is terminated upon:
  • 1. decision of the Founder on recall of the member of the Presidium from his/her function and on appointment of a new member, which decision is effective as of the day of adoption of such decision, unless such decision sets out the later date,
  • 2. resigning from the function of the member of the Presidium as of the day of delivery of written notice of resignation to the Founder,
  • 3. death of the member of the Presidium,
  • 4. in case a member of the Presidium ceased to fulfil conditions for appointment of the member of the Presidium in accordance with Article IV para. 2 of the Statute of the Court of Arbitration, as of the day of written notification of the member concerned, the President or other member of the Presidium addressed to the Founder, stating that the member of the Presidium concerned ceased to fulfil conditions for appointment of member of the Presidium in accordance with Article IV para. 2 of the Statute of the Court of Arbitration.
• 4. In event that a number of members of the Presidium does not fall below one half, members of the Presidium may unanimously co-opt, with effects until appointment of a new member of the Presidium by the Founder, a member of the Presidium with any person that fulfils requirements set out by the Article IV para. 2 of the Statute of the Court of Arbitration, provided that function of a co-opted member was terminated in other manner than upon resolution of the Founder in accordance with Article IV para. 3 point 1) of the Statute of the Court of Arbitration. If the President or a member of Presidium with the Legal University Degree is co-opted and no other member of Presidium does have the Legal University Degree, remaining members may co/opt only a candidate with the Legal University Degree. Performance of function of new co-opted member of the Presidium commences upon delivery of written notice on cooptation issued by the President to the Founder. If within two weeks from delivery of notice according to previous sentence the Founder does not appoint other person than co-opted candidate to the position of the member of the Presidium, whose function was terminated in other manner than upon resolution of the Founder in accordance with Article IV para. 3 point 1) of the Statute of the Court of Arbitration, or the Founder does not confirm this person in the function, co-opted member of the Presidium is deemed to be appointed to the function of member of the Presidium by the Founder.
• 5. Members of the Presidium elect President amongst themselves. Only member of the Presidium having the Legal University Degree may be elected to the function of the President. Performance of function of the President commences upon delivery of written notification of person elected to the position of the President on election of the President to the Founder. If the position of the President is vacant for more than one month, the President shall be appointed by the Founder from members of the Presidium; provision of the second sentence remains unaffected.
• 6. Members of the Presidium may recall the President, provided they appoint new President at the same time; provision of Article IV para. 5 second sentence remains unaffected. Performance of function of actually recalled President is terminated and performance of function of new President commences on the day of delivery of a written notification of person elected as new President on election of the President to the Founder.
• 7. Members of the Presidium are obliged to maintain confidentiality on all facts that they learned during discharge of their function or in connection therewith, even after termination thereof, unless the law states otherwise.
• 8. Members of the Presidium may be registered with the Roll of Arbitrators. However, members of the Presidium may discharge position of a sole arbitrator or a member of arbitration tribunal in particular dispute only if they do not participate in decision-making of the Presidium in such case; only one member of the Presidium may be a member of the arbitration tribunal at the same time. In the event that the President shall perform function of a sole arbitrator or a member of arbitration tribunal, jurisdiction of the President in connection with President’s function of the sole arbitrator or the member of arbitration tribunal in particular dispute is discharged by the Presidium under conditions set out in the previous sentence; President’s proposal for resolution of the Presidium is not required in such case.

Article V
Competences of the Presidium and the President

• 1. The Presidium is a supreme body of the Court of Arbitration. The Presidium manages and controls activities of the Court of Arbitration.
• 2. The Presidium supervises activities of the President discharged in accordance with this Statute, Rules of Procedure or those assigned to the President by the Presidium. The President is liable to the Presidium for discharge of activities in scope of his/her competence. The President informs the Presidium about activities performed when discharging his/her duties at the meetings of the Presidium.
• 3. The Presidium may anytime resolve that the Presidium itself will perform any of competences entrusted to the President by the Statute or by the Rules of Procedure of the Court of Arbitration.
• 4. The Presidium may anytime resolve that particular competences entrusted to it by the Statute or by the Rules of Procedure of the Court of Arbitration shall be discharged, for a specified period of time or without time limitation, by the President
• 5. The Presidium may anytime resolve upon cancellation of its decisions adopted pursuant to para. 3 and 4. of this Article.
• 6. The Presidium:
  • 1. maintains the Roll of Arbitrators,
  • 2. resolves upon:
    • - proposal for registration of an arbitrator with the Roll of Arbitrators,
    • - proposal for deletion of an arbitrator from the Roll of Arbitrators, and
    • - in matter of exclusion of an arbitrator from deciding in particular matter
  • 3. supervises the due course of arbitration proceedings pending before the Court of Arbitration,
  • 4. ensures preparation of report on activities and economic operation of the Court of Arbitration and submits the same to the Founder, always until 31 March of the following calendar year at the latest,
  • 5. prepares proposal of budget of the Court of Arbitration and submits the same for approval to the Founder not later than 30 September of the calendar year preceding the calendar year for which the budget is prepared
  • 6. controls maintenance of the budget of the Court of Arbitration approved by the Founder.
• 7. The President:
  • 1. represents the Court of Arbitration externally,
  • 2. submits to the Presidium of the Court of Arbitration proposal for registration of an arbitrator with the Roll of Arbitrators as well as a proposal for deletion of arbitrator from the Roll of Arbitrators; the President is obliged to submit such a proposal if a motion is filed by the Founder,
  • 3. ensures organisational and administrative activities of the Court of Arbitration,
  • 4. ensures fulfilment of tasks of the appointed entity within the meaning of the Arbitration Act, in particular:
    • ? appoints an arbitrator or composes arbitration tribunal in cases set out in the Rules of Procedure of the Court of Arbitration,
    • ? in cases set out in the Rules of Procedure of the Court of Arbitration decides upon change of arbitrator or member/members of arbitration tribunal or upon appointment of new arbitrator or new member/members of arbitration tribunal,
  • 5. performs activities and actions that are vested to the competence of the President by the Statute or the Rules of Procedure of the Court of Arbitration, as well as all other activities and actions necessary for performance of tasks of the Court of Arbitration, unless such activities and actions fall within competence of the Presidium or such activities and actions shall be performed in particular case by appointed arbitrator or member of arbitration tribunal in accordance with the Statute or the Rules of Procedure of the Court of Arbitration.
• 8. Meetings of the Presidium shall take place at least once in every 6 months. Meetings shall be convened by the President from its own initiative or upon motion of any member of the Presidium or the Founder; in case of absence of the President, or in case the President fails to convene the meeting of the Presidium to the effect that the meeting takes place within 15 days from delivery of the motion in this respect despite due motion was submitted to him/her, the meeting of the Presidium may be convened by any member of the Presidium.
• 9. Person convening the meeting of the Presidium informs other members of the Presidium and the Founder about the date and place as well as proposed agenda of the meeting at least 5 days in advance, except if all members of Presidium do not insist on compliance with that period.
• 10. The Presidium is quorate in presence of two members of the Presidium. The Presidium adopts its decisions by a simple majority vote of its members; each member has one vote.
• 11. The founder is authorised to be present at the meeting of the Presidium via its statutory representatives or via authorised representative with a written power of attorney issued by the Founder to represent the Founder at the meeting of the Presidium.
• 12. The President or member of the Presidium authorised by the decision of the Presidium ensures execution of the minutes from the meeting of the Presidium.

Article VI
Arbitrators

• 1. Disputes tried before the Court of Arbitration are resolved by arbitrators registered with the Roll of Arbitrators of the Court of Arbitration, who were appointed in particular dispute in accordance with the Rules of Procedure of the Court of Arbitration.
• 2. Disputes tried before the Court of Arbitration are resolved by arbitrators in three-member arbitration tribunals. Parties to the arbitration proceedings may agree in the arbitration contract that arbitration proceedings will be held before a sole arbitrator. Provisions of this Statute of the Court of Arbitration concerning arbitrator shall apply accordingly to the members of arbitration tribunal, unless it is evident from given circumstances that such provisions shall apply only to sole arbitrator.
• 3. Parties to the arbitration may request, in accordance with the Rules of Procedure, that the dispute is resolved by other arbitrator not registered with the Roll of Arbitrators; such person, however, must fulfil general as well as special requirements of registration with the Roll of Arbitrators set out in Article VIII of the Statute of the Court of Arbitration. The President shall decide whether arbitrator requested by the parties to the arbitration according to previous sentence fulfils general and special requirements of registration with the Roll of Arbitrators; if arbitrator requested by the parties to the arbitration does not meet such criteria, the President shall appoint sole arbitrator or members of arbitration tribunal in accordance with the Rules of Procedure of the Court of Arbitration.
• 4. Arbitrators are independent and impartial in resolving disputes in arbitration. Rights and obligations of arbitrators in resolving disputes are governed by the Arbitration Act or other laws, the Statute of the Court of Arbitration and the Rules of Procedure of the Court of Arbitration.
• 5. The arbitrator is obliged to maintain confidentiality on all facts that he/she learned during discharge of his/her function or in connection therewith, even after termination thereof. Only the party in favour of which the arbitrator is bound by confidentiality may release the arbitrator from this obligation, unless the law stipulates otherwise.

Article VII
Registration with the Roll of Arbitrators, Deletion from the Roll of Arbitrators

• 1. The President or the Founder acting via the President files a proposal for registration of an individual with the Roll of Arbitrators with the Presidium.
• 2. A condition of registration of an individual with the Roll of Arbitrators is a written consent of a person concerned with such registration.
• 3. Function of an arbitrator in particular dispute before the Court of Arbitration terminates upon:
  • 1. resignation from a function of arbitrator on the basis of arbitrator’s written notice delivered to the President on (i) his/her resignation in particular dispute or (ii) resignation from a position of arbitrator and a request of deletion from the Roll of Arbitrators. Function of the arbitrator is effectively terminated upon delivery of such notification to the President,
  • 2. agreement of the parties to the arbitration proceedings on recall of arbitrator, if arbitrator became incapable to discharge his/her function, except if arbitrator’s function terminates pursuant to point 4 hereof or if arbitrator does not take action without undue delay due to other reason after he/she is noticed by the parties to the proceedings to do so. Function of the arbitrator is terminated on the day of delivery of agreement of the parties to the arbitration proceedings on recall of arbitrator to the President,
  • 3. resolution of the Presidium (i) in matter of exclusion of arbitrator on exclusion of arbitrator in particular case or (ii) on deletion of arbitrator from the Roll of Arbitrators,
  • 4. diminution or limitation of arbitrator’s capacity to perform legal actions,
  • 5. death of arbitrator.
• 4. The President is obliged to submit to the Presidium a proposal for adoption of resolution in matter of exclusion of arbitrator from deciding in particular case, if:
  • 1. arbitrator does not proceed in arbitration without undue delay due to other reason than arbitrator’s incapability to perform function of arbitrator, unless arbitrator resigns or the parties to the proceedings conclude the agreement on recall of arbitrator. The President may submit this proposal only upon motion of the party to the proceedings, or
  • 2. either party to the arbitration proceedings has filed objection of bias against arbitrator.
• 5. If a function of arbitrator in particular dispute is terminated in accordance with Article VII para. 3 of the Statute of the Court of Arbitration, the President ensures for appointment of new arbitrator in accordance with applicable provisions of Rules of Procedure of the Court of Arbitration.
• 6. Function of arbitrator of the Court of Arbitration shall terminate upon:
  • a) delivery of arbitrator’s written notice to the President containing his resignation from function of arbitrator and request of arbitrator for deletion from the Roll of Arbitrators,
  • b) diminution or limitation of arbitrator’s capacity to perform legal actions,
  • c) death of arbitrator and
  • d) resolution of the Presidium on deletion of arbitrator from the Roll of Arbitrators.
• 7. Arbitrator is obliged to resign from his/her function and to apply for deletion from the Roll of Arbitrators, if the law bars him/her from discharge of the function of arbitrator
• 8. The President is obliged to submit to the Presidium a proposal for adoption of resolution on exclusion of arbitrator from the Roll of Arbitrators:
  • 1. if arbitrator becomes incapable to discharge the function of arbitrator, except for events when function of arbitrator terminates in accordance with Article VII para. 6 lett. b) of the Statute of the Court of Arbitration or if arbitrator resigns from his/her function and applies for deletion from the Roll of Arbitrators,
  • 2. if arbitrator repeatedly resigns from his/her function of arbitrator in particular dispute tried before the Court of Arbitration without serious grounds,
  • 3. if arbitrator in particular disputes tried before the Court of Arbitration repeatedly does not act without undue delay due to other reason than his/her incapacity to discharge function of arbitrator and if the Presidium has already once resolved upon exclusion of arbitrator from deciding in particular case in accordance with Art. VII para. 4 point 1 of the Statute of the Court of Arbitration.
  In case the Presidium resolves upon deletion of the arbitrator from the Roll of Arbitrators, it shall delete the arbitrator from the Roll of Arbitrators without undue delay.
• 9. The President shall notify the Presidium about termination of the function of arbitrator pursuant to Article VII para. 6 lett. a) to c) of the Statute of the Court of Arbitration without undue delay; the Presidium shall delete the arbitrator from the Roll of Arbitrators without undue delay.

Article VIII
General and Special Requirements for Registration with the Roll of Arbitrators

• 1. Any individual may be registered with the Roll of Arbitrators provided that he/she fulfils general and special requirements for registration with the Roll of Arbitrators.
• 2. General requirements for registration with the Roll of Arbitrators are as follows:
  • 1. adult age,
  • 2. full capacity to perform legal actions,
  • 3. level of experience enabling him/her to discharge the function of arbitrator
  • 4. uprightness,
  • 5. non-existence of statutory limitations for registration of person concerned with the Roll of Arbitrators and for his/her eventual appointment to the function of arbitrator or member of arbitration tribunal.
• 3. A special requirement for registration with the Roll of Arbitrators is:
  • a) the Legal University Degree and
  • b) a fact that arbitrator is not registered with the Roll of Arbitrators of other permanent court of arbitration
• 4. The President submits to the Presidium a written report assessing capability of a candidate for registration with the Roll of Arbitrators together with a proposal for registration of the candidate with the Roll of Arbitrators and recommends to the Presidium either to register or refuse the registration of the candidate. The Presidium is not bound by the recommendation of the President.
• 5. If an arbitrator ceases to meet any of general or special conditions for registration with the Roll of Arbitrators, such fact is deemed to be an event constituting incapability to discharge function of arbitrator.

Article IX
Material Maintenance

• 1. The Founder ensures material conditions for operation of the Court of Arbitration; the Founder may determine in the Rules of Procedure, Regulation on Arbitration Fees, Costs and Expenses of the Parties and in Fee Chart that parties to arbitration proceedings are obliged to pay an extra fee to cover costs of arbitration proceedings that are resolved by other person than arbitrator registered with the Roll of Arbitrators.
• 2. The Founder maintains accounting related to activities of the Court of Arbitration.
• 3. The founder shall open a separate bank account for the needs of the Court of Arbitration.

Article X
Final Provisions

• 1. Modifications and supplements to the Statute of the Court of Arbitration are published in form of amendments to the Statute of the Court of Arbitration. Each amendment shall become effective on the day of its publication in the Commercial Bulletin, unless the amendment sets out the later date.
• 2. If changes and/or modifications of the Statute of the Court of Arbitration occur during arbitration proceedings and the parties to arbitration proceedings do not agree otherwise in the arbitration clause, the Court of Arbitration is bound by the regulation valid and effective prior to modification and/or supplement of the Statute in proceedings initiated prior to such modification and/or supplement.
• 3. The Statute of the Court of Arbitration becomes valid and effective upon its publication in the Commercial Bulletin.