§ 1 Name and domicile
The name of the Association is The Danish Association of the
Pharmaceutical Industry (Lif).
The domicile of the Association is the municipality of
§ 2 Purposes
The purposes of the Association are to promote the interests of the
pharmaceutical sector in Denmark and internationally, including research and
development of medicinal products, production, sales, legal protection and
dealing with commercial, political and community issues. The Association shall
provide information services to members.
Membership may be extended to companies, including
Companies forming part of groups shall only have a single
membership. However, the General Meeting can approve membership for more than
one company in a group if the companies are, in the view of the General Meeting,
sufficiently independent in research, product development and sales.
shall be a condition for membership that the company either undertakes research
on or develops, produces or markets medicinal products in Denmark.
company cannot be a member of the Association if it is part of the public
administration or its core business is either acting as a parallel importer or
as a wholesaler of medicinal products. In the case of doubt, the view of the
General Meeting shall prevail.
A company cannot be a member of the
Association if it, or companies in said group, are members of an association or
a similarly organised association which undertakes the same or comparable
activities as Lif. In special circumstances, the General Meeting may approve
membership of another trade association or association as noted
Applications for membership shall prove compliance with
conditions for membership. The Association may request further details from the
The membership of a new member maybe considered at the next
General Meeting or following written enquiries amongst all members which elicit
no objections from any member.
§ 4 Duties of members
A member shall not undertake
activities that conflict with the purposes of the Association.
shall submit details of medicinal product turnover to Dansk Lægemiddel
Information A/S in accordance with the terms and conditions of subscription
The Association’s members shall comply with decisions made by
the Ethical Committee for the Pharmaceutical Industry (ENLI).
shall be required to comply with currently applicable:
- International codes that the Danish Association of the Pharmaceutical
Industry is required by virtue of its membership of international organisations
to implement with respect to members, including:
a. EFPIA Code on the
Promotion of Prescription-only Medicines to, and Interactions with, Healthcare
Professionals, (“EFPIA Code”)
b. EFPIA Code of Practice on Relationships
between the Pharmaceutical Industry and Patient Organisations, (“EFPIA Patient
c. IFPMA Code on Pharmaceutical Marketing Practices;
- Joint collaboration agreements on the terms and conditions for
collaborations between doctors and pharmacists and pharmaceutical companies, up
until March 31, 2011.
- Ethical rules for relations between the pharmaceutical industry and patient
- Collaboration agreement between the Danish Medical Association and the
Danish Association of the Pharmaceutical Industry on clinical trials;
- Other binding agreements, sets of regulations, etc adopted on the basis of
the Articles of Association or which the Danish Association of the
Pharmaceutical Industry is required by virtue of its membership of international
organisations to implement with respect to members;
- Regulations and practices employed at any time by the Ethical Committee for
the Pharmaceutical Industry.
Lif shall be required to publish on its website an updated list of the
agreements, rules, etc., noted in Art. 4.4(5) and publication shall make
reference to said Art. 4.4 (5) of the Articles of
Applicable current (Danish) legislation shall always take
precedence over the above-identified international codes, agreements, sets of
rules, etc., unless the provisions therein are more restrictive than the
legislation and the law otherwise allows for derogation.
In the event of
discrepancy or in questions of interpretation of the above-identified
provisions, the provisions or practices that are most restrictive on members
shall take precedence.
The Association shall maintain a register of
medical consultants and clinical monitors employed by the members of the
Association. The terms and conditions for registration shall be laid down by the
The Association shall undertake the training of medical consultants and
clinical monitors. Members shall only employ medical consultants and clinical
monitors who meet the conditions for inclusion in the Association's register of
The Association shall undertake training of employees
of member companies who are responsible for approvals and shall ensure that all
marketing matter complies with the legislation and ethical rules (employees
responsible for marketing). Members shall only put employees in charge of
marketing who meet the conditions for inclusion in the Association’s register of
consultants, etc, although this shall not apply if the person concerned has been
trained as a doctor or pharmacist.
§ 5 Resignation and exclusion
Six months’ written
notice shall be given of resignation from the Association with effect from
Membership of the Association shall cease if a member ceases
to exist as an independent legal person or enters into receivership, bankruptcy
A member may be excluded from the Association if the
conditions for membership shall no longer have been satisfied or if the member
shall have been in breach of his obligations in accordance with the Articles of
The decision to exclude shall be taken by the General
Meeting. The resolution for exclusion shall be proposed by the Board or a
quarter of the members with a right to vote.
The decision shall be
reached by a simple majority at a General Meeting at which at least two thirds
of voting members of the Association shall be represented.
concerned shall have the right to account for his points of view at the General
Membership fees shall be payable until the date of
§ 6 Application fees and membership
New members shall pay an application fee, the amount of which
shall be determined by the Annual General Meeting.
A basic membership
fees shall be payable annually and a turnover-based membership fee calculated as
a percentage of the member’s AIP turnover in Denmark during the preceding
calendar year. Membership fees shall be set in accordance with the budget
meeting rules in Art. 8.
Membership fees shall be payable on 1st
Special membership fees may apply for companies that have not
been members of the Association within the previous ten years and whose total
AIP turnover for medicinal products was less than DKK 10m in the latest full
For the first twelve months, such a company shall pay a
reduced membership fee of 50% of the fixed basic rate.
including the thirteenth month, the full basic and turnover-related fees shall
be payable. The other provisions of these Articles of Association shall apply to
It shall be a condition for membership that the company
markets medicinal products, or is expected to do so.
If a member joins
the Association during the course of a calendar year, a proportional membership
fee shall be payable for the period from the date of approval of membership
until the end of the financial year.
Membership fees shall be
calculated and collected by the Secretariat. Interest shall be charged on
overdue membership fees. Fees may be charged for reminders.
Annual General Meetings shall be held before the end of March.
Extraordinary General Meetings shall be called at the decision of the Board. The
Board shall call an Extraordinary General Meeting if a quarter of members
entitled to vote so request. The request shall state the matters to be addressed
by the General Meeting.
At least 14 days’ notice shall be given when
calling General Meetings. The notice shall include the agenda of the General
Proposals for resolutions to be considered by the Annual
General shall be submitted to the Board by 15th February.
General Meeting shall consider the following:
a. Report by
the Chairman for the past year.
b. Approval of the annual
c. Election of the Board.
Appointment of auditors.
e. Consideration of any proposed
f. Any other business.
Meeting shall be the ultimate authority of the Association.
Meeting shall have a quorum when at least half the members are
At the General Meeting, each member shall have one vote.
Proxies may be cast for one or more members.
Voting shall be held in
writing if a member so requests.
The General Meeting shall decide by
simple majority unless otherwise laid down in the Articles of Association.
The General Meeting shall appoint a Chairman who shall decide in all
matters of dispute.
Minutes shall be taken of the proceedings of the
General Meeting. The minutes shall be signed by the Chairman.
8 Budget meetings
The Board shall hold an annual budget meeting by
15th December to set a budget and membership fees (budget
Final binding decisions shall be made at the budget meeting on
the activities of the Association, budgets and membership fees for the following
calendar year. Decisions shall be made on the basis of recommendations made by
the Board. Should there be the need for subsequent corrections or amendments to
activities, budgets and fees, the Board may raise the matter at a members’
At least fourteen days’ written notice of a budget meeting
shall be given and the agenda shall be included in the notice of
Proposals to be considered at the budget meeting shall be
submitted to the Board by 15th November at the latest. The Board shall decide
whether the budget meeting has the powers to decide on such proposals. If it is
deemed not to, the proposal shall be considered at the next General
The Board may decide that other significant issues than
budgetary matters should be considered at the budget meeting in accordance with
the rules of Art. 9.
Budget meetings shall have a quorum when at least
half the members are present.
At a budget meeting, each member shall
have one vote. Proxies may be cast for one or more members.
be held in writing if a member so requests.
The budget meeting shall
decide by simple majority unless otherwise laid down in the Articles of
The budget meeting shall appoint a Chairman who shall
decide in all matters.
Minutes shall be taken of the proceedings of the
budget meeting. The minutes shall be signed by the Chairman.
9 Members’ meetings
The Board may hold members’ meetings.
members’ meeting may make binding decisions on significant issues not covered by
Art. 8 and members may incur financial obligations as a result.
fourteen days’ written notice of a members’ meeting shall be given. However,
shorter notice may be given of members meetings if the circumstances so dictate.
Insofar as possible, the agenda shall be included in the notice of
Members’ meetings shall have a quorum when at least half the
members are present.
At a members’ meeting, each member shall have one
vote. Proxies may be cast for one or more members.
Voting shall be held
in writing if a member so requests.
The members’ meeting shall decide
by simple majority unless otherwise laid down in the Articles of Association.
The members’ meeting shall appoint a Chairman who shall decide in all
Minutes shall be taken of the proceedings of the members’
meeting. The minutes shall be signed by the Chairman.
Composition and election.
The Association shall be directed by a Board of eight members and two
Five members of the Board and the two reserves shall be
elected by the General Meeting.
Each member of the Association may at
most be represented by a single member of the Board. Members shall be on Group
management boards or be responsible for those parts of the company’s activities
in Denmark that come under the aegis of the Association’s
Three Board members shall be appointed by members with
production facilities in Denmark and with more than one thousand employees in
Denmark (hereinafter Manufacturers in Denmark). The number of Board members
representing Manufacturers in Denmark may not, however, exceed the number of
companies that are Manufacturers in Denmark on the date of the General Meeting.
If there shall be fewer than three Manufacturers in Denmark at that time, the
surplus seats shall be allocated by election at the General Meeting.
Board shall be appointed for two years. One of the three members representing
the Manufacturers in Denmark shall be elected in even years and three of the
other members shall be elected. Two of the members representing the
Manufacturers in Denmark shall be appointed in uneven years and two of the other
members. Board members may be re-elected.
Reserves shall be elected
Proposed candidates for the Board shall be listed in the
Notice of General Meeting.
The Board may put up more candidates than there are places
The members of the Association may propose candidates to the
Board. This shall require the support of at least five members of the
Association. The names of candidates and their supporters shall be submitted to
the Board at least eight days before the General Meeting. The Board shall
immediately notify members of the proposal.
Election for the Board shall
be decided by simple majority. Voting shall be in writing. At the voting paper,
the number of candidate names must be specified that correspond to the number of
Board candidates that shall be elected.
If a member of the Board appointed by the Manufacturers in Denmark resigns,
the seat on the Board shall go to the reserve appointed by the company in the
Manufacturers in Denmark that appointed the outgoing Board member. If a member
of the Board appointed by the members elected by the Association’s members
resigns, the seat on the Board shall go to the reserve with the majority of
votes. If there are no reserves, the Board shall itself co-opt another.
The co-opted member shall be appointed for the term of the retiring
Duties of the Board:
The Association shall be directed by the Board.
The Board shall
take up its duties for one year at a time with a Chairman and one or two
The Board shall lay down its own standing orders and shall
maintain a minute book.
Each Board member shall have one vote and the
Board shall decide by simple majority. The Board shall have a quorum when five
members are present.
The Chairman shall have the casting vote in the
event of a hung vote.
§ 11 Committees
The Board may appoint a committee to undertake duties determined by the
Board. The Board shall decide as to the composition of the committee. The
committee shall cease when so decided by the Board.
If the Board sets up
a committee to look after issues of special interest for Manufacturers in
Denmark, such as a committee to deal with technology and production matters,
biotechnology, environmental, intellectual property and labour market, etc.,
issues, all manufacturers in Denmark shall be entitled to be represented on the
§ 12 International organisations
Association shall represent Denmark at EFPIA (European Federation of
Pharmaceutical Industries and Associations) and IFPMA (International Federation
of Pharmaceutical Manufacturers and Associations).
The Board shall
appoint the Danish representatives to EFPIA and IFPMA managing bodies and
committees. Representatives shall mainly be associated with manufacturers in
At EFPIA General Meetings, the Association shall be represented
by the Chairman or a deputy appointed by the Board.
§ 13 Secretariat
The Board shall
appoint a CEO who shall be responsible for managing the
§ 14 Signatory
The Association shall be
bound in respect of third parties by the signatures of the Chairman and a Deputy
Chairman or by the signatures of the CEO and the Chairman or a Deputy
§ 15 Liability
The Association shall be
solely liable for its obligations.
§ 16 Accounts
Associations’ financial year shall be the calendar year.
Amendments to Articles of Association and termination of the
Resolutions for amending the Association’s Articles of
Association shall be adopted by a General Meeting at which at least three
quarters of votes shall have been represented and at least two thirds of the
votes present shall have been cast in favour of the resolution. If three
quarters of the votes shall not have been represented at the General Meeting but
two thirds of the votes present shall have been cast in favour of the
resolution, the Board shall call an Extraordinary General Meeting as soon as
possible at which the resolution can be adopted irrespective of the number of
votes represented when two thirds of the votes cast are in favour of the
The provisions of Art. 8 on Board representation for
Manufacturers in Denmark, Art. 11 on committee representation for Manufacturers
in Denmark, Art. 12 on relations of Manufacturers in Denmark with EFPIA and
IFPMA and Art. 17, para. II, may be amended by the General Meeting in accordance
with the rules of Art. 17, para. I on adoption of amendments, unless this shall
have been unanimously voted down by all Manufacturers in Denmark that are
members of the Association.
A decision to terminate the Association may
be made by the General Meeting in accordance with the same rules as those laid
down in Art. 17, para. I for amendments to the Article of Association. Funds
held by the Association shall be distributed proportionately amongst members in
line with their membership fees paid in the most recent full financial
This Article shall enter into force on adoption by the General
- Adopted by the General Meeting on 14th March 2006.
- Revised at the General Meeting on March 28, 2007, at the General Meeting on
March 26, 2008, at the General Meeting on March 31, 2009, at the General Meeting
on March 29, 2011 and at the General Meeting on March 29, 2016.
Updated 28 April 2016