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ASSET MANAGEMENT CORPORATION OF NIGERIA ACT, 2010.
EXPLANATORY MEMORANDUM
This Act seeks to establish the Asset Management Corporation of Nigeria for the purpose of efficiently resolving the non-performing loan assets of banks in Nigeria.
ASSET MANAGEl\1ENT CORPORATION OF NIGERIA ACT, 2010.
ARRANGE1VfENT' 017 SECTIONS
SECTION: PART 1--ESTAULISHMENT, ETC. O""fHE ASSET MANAGEMENT CORrORATJON OF NIGERIA
1. Establishment . f tile Corporation. 2. Authorised capital.
3. Head Office of the Corporation.
4. Objects of the Corporation.
5. Functions of the Corporation.
6. Powers of the Corporation.
7. Appointment of asset managers.
8. Power of The Central Bank of Nigeria to issue guidelines and directions.
f>ARTU-AoMINISTRATlON AND MANAGEMENT
9. Establishment and responsibility of the Board.
10. Composition and tenure of the Board.
11. Members of the Board to act in good faith.
12. Remunerations of Board members.
13. Disqualification and cessation of office.
14. Resignation and removal of Board members.
15. Filling of casual va alley.
16. Declaration of debt obligations and disclosure of interest.
17. Management of the Corporation.
18. Appointment of other staff.
,CCL:li ve Directors designated by him fur that purpose.
(4) The terms and conditions of service ofthe Managing Director and the Executive Dircctor.. shall be determined by the Board from time to time, subject to the approval of the Central Bank of Nigeria.
8. (I) The Board may appoint such number of persons as staff of the Corporation on SL:Cl! term.': and conditions of service as may be determined by the lsoard, from time to time,
(2) There shall be aPP,.!iIIICd for the Corporation by the Board a Secretary who shall be a kgal practitioner who has been so qualified for not less than 10 years.
(3) The Secretary shall-
(a) issue notices of meetings of the Board;
(b) keep records of the proceedings of the Board; and
(c) carry out such duties as the Managing Director or the Board may, from time to time, direct
PART III_. FUNDS, FF'>IANCES, ACCOUNTS, AUDIT, ETC.
I~pjrClllon of 30 days notice in writing to the Corporation .£,:i\'I;:;,.details of the aikgecl wrong, date and remedy sought.
(3) If, after the: CXpil,:lillll "f the ,)() days notice stated in subsection (:~)
l'o wcr !u L1!!lLiI~. gc second Of subsequent ~!~dge
Validity of transfer of .ruerest by document under orporauon's seal
Undisclosed representations. undertakings and obligations to debtors unenforceable against the Corporation
Linutation 011 liability of Corporal ion
of this section, the Corporation h~IS not responded, the party concerned may issue a writ ':1" other .:q i.~~illatillg process against the Corporation provided always that m:l101i shall not be commenced or maintained against the (:0i'J..orution 0:' any of its shareholders, officers and directors for anything done intended to be done or purported to be done in good faith in the execution of duties, powers and obligation imposed on the Corporation or any (If its shareholders, directors or office,
44. If the Corporation so directs. an eligible financial institution from which the Corporation has acquired ail eligible bank asset shall indemnify the Corporation and its O(C;CC1S against any liability or loss:
(a) arising hom any error, omission or mis-statement in any information 01 certificate provided to the Corporation by or on behalf of the el igiblc financial institution; or
(b) in respect of :1I1Y claim, award, payment or damages which the Corporation becomes Iiable to pay to any person where the liability arises ill connection with a cause of action occurring prior to the date of transfer or as the case may be any proportion of such liability is attributable to a period prior to the date of transfer.
45. Where an eligible bank asset has been acquired by the Corporation notwithstanding anything contauied in any law, tile Corporation shall not be required to become registered as owner of any security that is part of the eligible bank asset acquired by it and shall nonetheless have the powers and rights of a rcgisicre ,I owner of such security under any law for the time being in force:
Provided that the Corporation may, at its discretion, elect to register any interest capable of rcgistratio ..
46. (1) The Corporation may. from imc to time, after consultation with the Minister and Governor. redeem and cancel debt securities issued by the Corporation under this Act.
(2) The Corporation shall create a sinking fund or any other fund, for the purposes of covering any shortfall that may be> required to meet its obligations to redeem its debt securi ies, in such manner as may be jointly specified b:.' :hc Fcdcr.i] Ministry of Finance and the Central Bank of Nigeria
47. The assets of the Corporation remaining after the redemption of all deht securities and disch~l;'"~Cof ~tll p~!n!-lcnt or repayment obligations shall at it' eventual dissolution be ll'l!):;h;~TCd to the Fund of the Corporation and
lndenuuficatron of Corporation by ehgrble Iinancral mstitunon
Corpor allon not required to he registered as owner of secunry
Redemption of debt securities Issued by the Corporation
., reatrncru If .users upon d;s~~.•iuunn ui Corporatlc,r,
distributed by the G, vel :1\'1 ;,'.:'-\\.:li1 the subscribers to the capital of the Corporation in proportion 0 lll':I:' respective stake in the authorized capital of the Corporation.
Pi\RT V - SPECIAL P()\\"I:r~S OF TH 1'=CORPORA 1'101\'
48. (l) TIle Corporation shall have power to act as, or appoint a receiver for, a debtor company \.VilOS iill:: order shall lapse.
51 (-1) Where the Court ;ivcs::cC;,! .n against a debtor in a debt recovery action under this ~\(l !.:lll:!:l;~ the debtor to pay any sum to the
Power, of the Corporation to act JS or appoint a receiver tor a debtor company
Custody and possession "f debtor's property
Attachment and freezing of debtor's bank account
Special pOW~;S in bankruptcy piocccdln~:.
Corporation and Sij~:lt;l~i1! h not liquidated or paid Over to the Corporation within 30 d;~v~: finn; the date of the order for payment thereof, the COl!_'OJ, rio» may 3pply to the Court to issue a receiving order against the debtor
(2) Subject to subsection (j ) of this section, it shall not be necessary for ("p 32 LrN 2004 the debtor tv C .rnmit ail act of bankruptcy or for the Corporation to file a bankruptcy petition ')1' toi C20L.FN.ll:04 of a liquidator under th-: Companies and Allied Matters Act and shall perform his duties in accordance with that Act.
(4) An act, tiling, clirecti vc or permission authorised or required to be Cap C20 l,FN 7004 done or given bv the committee of inspection or by the creditors under the Companies and Allied Matters Act may be done or given by the Court 011 the appli cation of the Liquidator
(5) Any winding up order made against any debtor company under this rap GO !.FN, 2004 Act shall be deemed 1'1 have been made under the Companies and Allied Matters Act and the provisions of the Companies and Allied Matters Act shall ha ve effect with such modifications as are contained in this Act.
PART VI- SPECIAL DEBT RECOVERY PROCEDURE
53, The Chief Judge of the Federal High Court may designate any Judge of the Federal High Court to hear matters for he recovery of debts owed to the Corporation or ell I l:ligibk financial institution and other matters arising from the provisi oris of this Act to the exclusion of any other matter for such period as may be determined by the Chief Judge.
Des.gnauon of a Judge to hear matters
PART V II - OFFENCES ANI> PENALTIES
54. (l) A person who Offences and penal ties.
(0) makes any fals:.~ claim in any material respect in relation to any movable or immovable property used as collateral for any loan with a view to defeating the realization of the debt commits an offence and is liable on conviction to a fine of not less than 5 million Naira or imprisonment for a term not less than 3 years or to both such fine and imprisonment;
(b) is charged with an offence under this Act but the evidence establishes all auein: t to commit the offence may be convicted of attempt to commit that offence, although the attempt is not separately chai r:ed ,me! punished as provided under this Act, or
(c) is charged \\ !I;I {\rj oftcncc under this Act but tile evidence establishes the commission of a lesser offence under this Act, the offender shall ;,~ co;:\icll'c! of that lesser offence and punished as provided under 1.:iis ,\d: and
(d) aids. abets. u1!.~lsels. procures or conspires with any other person
to conuuit any offence under tills Act, commits an offence and is liable on conviction tu a 11K' nor less than 5 million Naira or irnpris iumcm Ior a term n I less than 1 years or to both such fine and imprisonment.
(2) A person who. being indebted tu or being a customer of an eligible financial institution or otherwise connected to the debt, negligently, willfully or recklessly makes a statement or gives any information knowing it to be false in relation to a loan, an advance, a guarantee or any other credit facility commits an offence under this Act and is liable on conviction to a fine not less than 5 million Naira or to imprisonment for a term not less than 3 years or to both such fine and imprisonment
(3) Where a person referred to in subsection (1) or (2) of this section is a body corporate, any of its directors, managers, officers, employees or partners who is responsible or is in any way connected with the doing of any of the acts referred to in those subs ctions is guilty of the same offence under this Act (Inti liable on conviction to the same punishment.
(4) The conviction of a body corporate for any of the offences under subsection (J) or 0) of this section shall be a ground [or winding up of the affairs of that body corporate.
(5) Save as otherwise specifically provided under the provisions of this Act, any person who contravenes or attempts to contravene or aids or abets the contravention of the provisions of this Act or in any way obstructs the implementation of (he provisions of this Act commits an offence and is liable on conviction to a fine not less than" million Naira or to imprisonment for a term not less than 2 years or to both such fine and imprisonment
(6) In this section. reference to eligible financial institution includes the Corporation.
55. Prosecution of offences under this Act shall be by the Attorney-General of the Federation Or his officers or any other legal practitioner with the consent of the Attornc, -Genera I 01 the F ederation
PART VIII·- MISCTLLANEOliS
Prosecution of offences
56. (1) The Corporation shall prepare codes of practice for approval by the Code of pracuce Central Bank of Nigeria ,0 uovern
(0) the conduct of ofliccrs of th•.; _orporation
(h) servicing standards for acquired eligible bank assets;
(c) risk management:
(d) Custodial services for eligible bank assets: and
(e) any other matter as may lit directed by the Governor
(2) ff, in the opinion of the Governor, adequate provision has not been made in a code of practice drawn up by the Corporation under subsection (J) of this section, th Goven or may require modifications to be made to the code of practice.
(3) The Corporation shall publish the code of practice, issued under this section as approved by the Central Bank of Nigeria, in the Official Gazette.
57, The Central Bank of Nigeria may make regulations to give effect to the provisions of this Act.
58. The Central Bank of Nigeria shall have power to supervise and regulate the activities and functions of the Corporation and may in this regard appoint examiners and any other person to carry out special or routine examination of the books And affairs of the Corporation.
59. Nothing in this Act shall be construed as a waiver of any regulatory or tatutory power or function of the Centn I Bank of Nigeria and the Governor in relation to any eligible financial institution.
60. (1) The Corporation shall be exempted [rom the provisions of: (a) Capital Gains Tax Act or such other law of the National
Assembly on capi lal gains; (b) the Companies Incomes Tax Act; and (c) the Stamp Duties Act.
61. In this Act:
"Board of the Bank" means the Board of Directors of the Central Bank of Nigeria;
"Corporation" mean.': ihc'\s:~o,: ~danagement Corporation of Nigeria establi: hcd pursuant t:) seciion t mthis Act:
"court' means the Federal Hiah ('i)!i]',:
Power to make regulations.
Power of the Central Bank to supervise and regulate [he Corporation
Regulatory powers a'lrl functions of Guveruor not affected
Exemption from capital gains tax
Cap. CI LFN, 2004
Cap C 21 I.FN. 2004
Intcrprctauon
"days" means working Jays:
"debt" mean :111y ""':J'(;cilt fiH.:i[ity, 1 kll1. risk asset whether 11 rforming or non-performing, including inic.e i ti ereon;
"debtor" or debtor company" means any borrower. beneficiary of an eligible bank asset and includes a guarantor of a debtor, guarantor or director of a debtor company:
"eligible bank assets" means assets or eligible financial institutions specified by the Governor as being eligible for acouisition by the Corporation pursuant to secii )11 ~4 ofthis Act;
"eligible financial institution" means a bank duly licensed by the Central Bank of Nigeria to carryon the business of banking in Nigeria under the Banks and Other Financial Institutions Act; and shall include a bank or other financial institution, whose banking license has heen revoked by the Central Bank of Nigeria, pursuant to the Banks and Other Financial Institutions Act.
"Governor" means the Governor of the Central Bank of Nigeria;
"hours" means working hours; and
"Minister" means the Minister charged with responsibility for finance.
2. This Act may be cited as the Asset Management Corporation of Nigeria Act, 2010.
Cirauou
SCHEDULE PRO .;rTDIf'