DKCPC
CONSTITUTION

1. Name
The Committee as composed with the aims, objectives and constitution herein described shall be known as the Danish Cable Protection Committee (DKCPC).

2. Purpose
DKCPC is a forum of administrations and commercial companies, which own submarine cables in Danish Exclusive Economical Zone (EEZ).
The principal goal of DKCPC is to promote the safeguarding of submarine cables from man-made and natural hazards, including but not limited to:

• Serving as a vehicle for standardisation and exchange of technical and legal information pertaining to submarine cable systems without compromising the commercial and market aims of individual companies.
• Liasing with all relevant parties affected by the installation and operation of submarine cables landing in Denmark or passing through Danish EEZ.
• Funding of projects or programmes, which are agreed to be beneficial for the protection of submarine cable systems.
• Participation in relevant industry expositions, meetings and conferences.
• Pursuit of Danish national and international legislation deemed to be relevant for the submarine cable industry.
• Facilitating the design and production of promotional material for the purpose of fostering a co-operative spirit in those industries whose work activities could affect submarine cables.
• When appropriate, appointing one or more Members to represent DKCPC interests at national and/or international fora.

3. Definitions

4. Membership

4.1 Members
Membership of DKCPC is open to administrations and commercial companies (or their affiliates) which own submarine cables in Danish EEZ or submarine pipelines in Danish EEZ.
The ownership is considered to start at the date of signature of a Purchase Contract, a Construction & Maintenance Agreement (C&MA) or equivalent document.

4.2 Associate Members
DKCPC allows for other users of the seabed, which are subject to regulations identical or similar to those for submarine cables and submarine pipelines, to join DKCPC as Associate Member

Additionally, administrations and commercial companies may qualify for Associate Membership during the planning and installation of submarine cables or submarine pipelines. Commercial companies, which regularly participate in planning and installation of submarine cables or submarine pipelines may also qualify for Associate Membership. The committee will in each case consider the membership.

Associate Members are allowed to participate in all DKCPC meetings and activities, but are not eligible to the EC nor participate in decisions and voting procedures.

4.3 Collaboration
Public authorities and institutions as well as commercial companies, which service the public in marine questions are allowed to work in close liaison with DKCPC.

4.4 Submarine Cables covered by DKCPC
A list of submarine cables (and submarine pipelines etc.) covered by DKCPC is attached as Annex 3.

4.5 Representatives
Each Member may appoint one or more representatives to serve on the Committee.

4.6 Application for Membership
Application for membership of DKCPC shall be submitted to the Chairman and/or the Secretary using the application form in Annex 1 and be approved by the Committee. The approval shall not be unreasonably withheld.

5. Cessation of Membership
Membership shall cease either on resignation, or when the Member/Associated Member is no longer an owner of a submarine installation as defined in paragraph 4.1 or 4.2, or if the Member/Associate Member fails to pay dues within 30 days of a final notice to pay being delivered to the Member/Associate Member by registered mail or courier. Such final notice shall be prepared by the EC and sanctioned for release by a formal vote of the Committee.

On resignation from participating in DKCPC activities the Member/Associate Member shall notify the EC in writing not less than 3 months in advance of its intention to terminate the Membership/Associate Membership. No membership fee will be refunded.

6. Procedure
6.1 Frequency of Plenary Meetings
The Annual Plenary Meeting shall take place within the first six months of a calendar year. Additional Plenary Meetings may be called for by the EC or any 3 Members whenever needed.

6.2 Plenary Meeting Host Determination
The Host shall be determined initially by calling for volunteers but subsequently by rotation if a volunteer is not forthcoming.

6.3 Venue of Plenary Meetings
The Host shall in co-operation with the EC decide meeting venues.

6.4 Notice of the Annual Plenary Meetings
The venue and dates for the Annual Plenary Meeting shall be set at least one meeting in advance.

6.5 Quorum
The Quorum for a meeting of the Committee shall be not less than half of the total membership attending in person or by power of attorney unless otherwise specified.

6.6 Circulation of papers
Members should endeavour to circulate papers for discussion at least 14 days in advance of a meeting. The Chairman shall prepare and forward to the Members a draft agenda. The main items for the draft agenda are outlined in Annex 2.

6.7 Appointment of Chairman and Vice Chairman
The Chairman and the Vice Chairman shall be elected alternately between the telecommunications Cable owners and the power Cable owners at the Annual Plenary Meeting. The Chairman and the Vice Chairman shall not at any time be elected from the same Group of Cable owners.

The Chairman shall be elected for one period between the Annual Plenary Meetings.

The Vice Chairman shall be elected for one period between the Annual Plenary Meetings. After this period the Vice Chairman shall normally assume the chairmanship and a new Vice chairman will be elected.

The retiring Chairman is eligible as a new Vice Chairman.

The election should be held immediately after the Chairman’s report and presentation of the audited annual accounts to ensure orderly conduct of business.

The Members elected as Chairman and Vice Chairman shall seek to be represented by the same individual throughout the election period.

6.8 Appointment of Executive Committee
The Committee shall establish an EC composed of the Chairman, the Vice Chairman and the Secretary to facilitate the routine administration of DKCPC.

6.9 Voting
Decisions require a simple majority of the Members attending the meeting provided that a quorum is present unless otherwise specified in paragraph 6.14 and 7.8.

Each Member shall have one vote regardless of the number of representatives they have in attendance at DKCPC meetings.

Each Member may only represent 2 (two) other Members by power of attorney.

Additionally, a non-attending Member may prior to a meeting in writing addressed to the Chairman, present his opinion on any subject on the Agenda. Such presentation of opinion shall be regarded as the Member being present but not part of quorum on the specific subject.

In the event at a meeting a decision has come to a tied vote, the Chairman shall have a casting vote.

Where it is not possible or convenient to vote at a meeting the Chairman shall call for a ballot of the total membership. In such circumstances a simple majority of votes cast will decide the outcome provided that at least a simple majority of the total membership have exercised their right to vote.

The ballot will be conducted via any suitable communications medium as determined by the Chairman. A minimum of 4 (four) weeks will be allowed for the votes to be collected. Votes not received by the due date will be regarded as abstentions and not included in the vote. In the event of a tied vote the Chairman shall have a casting vote.

6.10 Appointment of Sub-Committee(s)
The Committee may appoint such Sub-Committee(s) as it considers necessary. The composition and Terms of Reference of such Sub-Committee(s) shall be set out in writing and may be reviewed from time to time by the Committee.

6.11 Attendance of Specialist Advisers
Representatives of maritime and government authorities and any other organisations or individuals deemed helpful to reach DKCPC’s goals may be invited to attend meetings of the Committee, the EC or any Sub-Committee.

Special Advisers shall prior to attending such meetings sign a confidentiality agreement with a wording similar to paragraph 9 Confidentiality below. A draft confidentiality agreement is found in Annex 4.

6.12 Presentations to DKCPC by Third Parties
Any organisation or individual may be invited to give presentation(s) to the Committee, the EC or any Sub-Committee.

6.13 Circulation of Minutes
Draft Minutes shall be distributed to meeting attendees within 10 working days of the closing date of a meeting. Corrections and amendments of all such draft Minutes shall be notified to the Secretary within the subsequent 10 working days. The Secretary shall then distribute the agreed Minutes to all DKCPC Members within the subsequent 5 working days.

6.14 Alterations to the Constitution
Alterations to this Constitution shall be made only when a 2/3 (two thirds) majority of the total membership votes in favour.

7. Administration
7.1 Secretary
The Committee shall appoint either an individual or an organisation to carry out the administration of DKCPC. The remuneration of the Secretary is set out in the Annual Budget.

The Secretary does not form part of quorum and has no voting rights. If a Member is appointed as Secretary he will not loose his voting rights.

7.2 Communications with the Secretary
All communications between the Members and the Secretary shall be conducted via their nominated representative or his nominated deputy.

7.3 Cost of Hosting Meetings
The cost of hosting meetings shall be borne by the Host.

7.4 Costs of Attendance at Meetings
Cost of Attendance to meetings shall be borne by the individual Members.

7.5 Annual Budget
Prior to the commencement of each financial year a budget of estimated expenditures shall be prepared by the EC.

7.6 Financial Year
The financial year of DKCPC shall be 1 January to 31 December. Budget and annual Accounts shall be prepared by the EC and audited for the approval of the Committee.

7.7 Membership Fees
Membership fee to cover routine administration of DKCPC shall be paid by all Members and Associate Members and shall be invoiced in November and paid annually in advance in January. The membership fee shall be set by, and may only be varied by, agreement of the Committee.

For new Members joining after 31 March each year membership fee for that year shall be reduced, pro rata, calculated on a quarterly basis.

7.8 Split of costs for activities
7.8.1 Compulsory activities
Additional expenses for DKCPC’s compulsory activities shall generally be split according to a graduated distribution based on lengths and types of cables between the Members. A cost distribution list is attached in Annex 5.

Decisions of compulsory activities must be taken with a 2/3 (two thirds) majority of the total membership voting in favour.

Any Member shall be allowed to terminate its DKCPC membership without any obligation to share the costs of this compulsory activity. Such termination shall be announced within 3 (three) working days upon receipt of draft Minutes of Meeting.

7.8.2 Common activities
Other additional expenses for DKCPC’s common activities shall generally be split equally between the Members. Any Member can choose not to take part in any such common activity and the associated costs.

7.9 Bank Accounts
The Secretary shall be responsible for the efficient operation of all DKCPC bank accounts.

7.10 Auditor
The Committee shall at each Annual Plenary Meeting elect an auditor among the Members. The Secretary shall arrange the audit of the annual accounts.

8 No Agency
Nothing in this DKCPC Constitution or in the nature of the Committee authorises any of the Members/Associate Members to act as an agent for any of the other Members/Associate Members. Any authority for a Member/Associate Members to act on behalf of or to enter a commitment in any way on behalf of the other Members/Associate Members shall be given in writing by each Member/Associate Member granting such authority.

9 Confidentiality
Each Member/Associate Member (“Receiving Party”) shall not disclose to third parties nor use for any purpose other than for the proper fulfilment of any of the purposes of this Constitution, any technical, commercial or other confidential, proprietary or sensitive information (“Information”) received from any other Member/Associate Member (“Disclosing Party”) or in any manner obtained by the Receiving Party, in whatever form, without the prior written permission of the Disclosing Party, except Information which:

1. was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained;
2. was disclosed by a third party without breach of any obligation of the confidentiality owed to the Disclosing Party;
3. was independently developed by personnel of the Receiving Party having no access to the Information;
4. was required to be disclosed to any governmental authority with the jurisdiction to compel such disclosure.

Notwithstanding the foregoing, neither Member/Associate Member shall be liable to the other for any unauthorised disclosure of Information if it can be established that it has exercised the degree of care in protecting the Information from such disclosure as a reasonably prudent and conscientious business enterprise would exercise in respect of its own confidential information and business secrets.

The provisions of this paragraph 9 shall survive for a period of 5 (five) years the termination of DKCPC or cancellation of this Constitution or any Member’s/Associate Member’s cessation of membership for whatever reason.

10 Disclaimer
The following Disclaimer shall be associated with all DKCPC documents purporting to give advice and/or recommendations:

DISCLAIMER
The information supplied in this document (“Information”) has been compiled by Members of the Danish Cable Protection Committee (“DKCPC”) based upon their shared experience and knowledge of the industry and is published in good faith with the aims of promoting the highest standards of reliability and safety in the submarine cable environment.

Whilst DKCPC believes the Information to be valid, it is up to the receiver(s) who may seek to rely on such Information to satisfy themselves as to the accuracy thereof. DKCPC does not accept any liability for any errors in the Information or any adverse consequences arising from its adoption.

11 Termination of DKCPC
DKCPC shall be terminated if it is so agreed by a simple majority of the Members. On termination any remaining assets or debts shall be apportioned equally among the Members/Associate Members of the Committee.