22 MARCH 2002. - An Act to amend the Act of 21 March 1991 to reform certain economic public enterprises

ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
Art. 2. Paragraph 2 of section 15 of the Act of 21 March 1991 on the reform of certain economic public enterprises is repealed.
Art. 3. In section 156 of the same Act a 4° is added, written as follows: "Transborder transport, that is, the portion of the journey located on the national territory of the transport provided by the trains of the ordinary service beyond the borders to the first stop point located on the railway network".
Art. 4. The title of Chapter III of Part V of the Act, which now includes sections 159 to 161ter, is replaced by the following title: "Chapter III. Autonomy, finance, accounting."
Art. 5. Section 161 of the Act, repealed by the Royal Decree of 5 February 1997, is reinstated in the following wording:
“Article 161. With regard to S.N.C.B., Article 27, § 3, paragraph 1^er is replaced by the following provision:
"The Board of Directors shall communicate to the Minister of Public Works and the Minister of Budget fourteen days before the General Assembly, the annual accounts provided for in section 161bis accompanied by the management report, the report of the College of Commissioners and the report of the Board of Directors made on the basis of the opinion of the audit committee provided for in section 161ter, § 3, paragraph 2. The general meeting shall be held on the last working day of the month of May of the year following the relevant fiscal year. »
In § 3, paragraph 3, of the same article, the words "31 May" are replaced by the words "30 June".
Art. 6. An article 161bis, as follows, is inserted in the same law:
“Article 161bis. § 1^er. This paragraph aims to partially transpose Directive 91/440/EEC of 29 July 1991 as amended by Directive 2001/12/EC of 26 February 2001.
Without prejudice to Article 27, § 1^er, the S.N.C.B. holds, by calendar year, an analytical accounting and a general accounting that includes a balance sheet and a performance account in accordance with the standard minimum accounting plan for each sector in which the company is active. When one of these business sectors includes commercial missions and public service missions as defined in this Act, these accounts must be held separately for each of these missions. The identification of these sectors of activity will be without prejudice to compliance with Directive 91/440/EEC of 29 July 1991 as amended by Directive 2001/12/EC of 26 February 2001.
S.N.C.B. holds a specific accounting for investments. Each different investment project, funded in accordance with the existing multi-year investment plan, will present an asset account with identification and date of value of assets and deficits for each of these accounts. The multi-year investment plan specifies the budgetary allocations for each investment project mentioned above and its multi-year programming.
The King determines, by deliberate decree in the Council of Ministers, on what conditions the investment projects are exempted from this specific accounting.
The S.N.C.B. shall pay the accounts of the lender business sectors of an interest calculated taking into account market conditions applicable to companies with an equivalent financial structure.
The S.N.C.B. shall report to the Minister on a monthly report of the business sector accounts, together with a report from the Treasury Service.
§ 2. S.N.C.B. complies with the obligations referred to in § 1^er no later than the year 2003, except for paragraph 5, which is applicable no later than the year 2001 for the year 2001. »
Art. 7. An article 161ter, as follows, is inserted in the same law:
“Article 161ter. § 1^er. The Board of Directors is an audit committee, an appointment and compensation committee and a strategic committee.
§ 2. The Audit Committee and the Appointment and Compensation Committee are each composed of four directors, excluding the Associate Administrator. The Board of Directors shall determine the composition and mode of operation by conforming to this Act.
These committees may invite to their meetings the delegated administrator, who sits there with an advisory voice.
§ 3. The audit committee assumes the duties entrusted to it by the board of directors. In addition, the mission of the Board is to assist the Board by reviewing financial information, including annual accounts, management report and intermediary reports. It also ensures the reliability and integrity of financial risk management reports.
At least fourteen days before the meeting in which the Board prepares the annual accounts, the Board of Directors requests the audit committee's advice on these accounts.
The Commissioner of the Government and an external auditor, appointed by the General Meeting of Shareholders on the proposal of the Board of Directors, shall participate in the audit committee meetings with an advisory voice.
§ 4. The Appointment and Compensation Committee shall render an opinion in accordance with section 162quater, paragraph 6, on the nominations proposed by the Associate Administrator for the appointment of members of the Executive Committee.
The Board of Directors shall determine, on the proposal of the Appointment and Compensation Committee, the remuneration and benefits accorded to the members of the steering committee and senior management. It continues to monitor these issues.
§ 5. The strategic committee is composed of:
1° of the Board of Directors;
2° of six members representing the representative organisations of workers affiliated with an interprofessional member of the National Labour Council.
The allocation of seats to these representative organizations of workers is based on their respective representation within the NBC.
Each of the three representative organisations of workers will have at least one representative.
When a representative organization of workers has more than one representative, each language role is represented.
These members are appointed by the King, by order deliberately in the Council of Ministers, on the proposal of the Minister with the Railways in his powers.
Representatives of workers ' representative organizations are appointed for a renewable term of six years.
They are revoked by the King by order deliberately in the Council of Ministers.
The strategic committee is composed of as many French-speaking members as Dutch-speaking members.
§ 6. Without prejudice to the competencies conferred on the Board of Directors and the Executive Committee, the Strategic Committee is competent to:
1° the development, negotiation and monitoring of the implementation of the NBC multi-year investment plan in consultation with the steering committee;
2° the negotiation and monitoring of the performance of the management contract, as set out in sections 3 to 5 of this Act, in consultation with the steering committee;
3° render a prior notice to the decisions of the Board of Directors on all measures that may influence employment in the medium and long term;
4° render a prior notice to the decisions of the Board of Directors regarding the general strategy of the company, subsidiaries, merger processes and acquisitions, general staff policy and investments, business plan, changes in annual finances and budgets, and the defence of competitive position.
As part of the exercise of its competencies, the Strategic Committee has reports from the audit committee on the review of the corporation's accounts.
With respect to the monitoring of the implementation of the multi-year investment plan and the performance of the management contract, the strategic committee shall make an annual assessment report to the Minister with railways in his or her duties.
The Strategic Committee may invite members of the steering committee who sit with an advisory voice to its meetings.
The prior advice provided by the Strategic Committee within its competence is binding, subject to the detailed procedure below.
In the event of disagreement with the Board of Directors, the Board introduces a new draft decision with the Strategic Committee, which then has the ability to make a new notice within ten days. When disagreement persists, the board of directors may derogate from the notice provided that the board is motivated by its refusal.
The King shall, by order deliberately in the Council of Ministers, issue the information and communication procedure to the strategic committee of draft decisions requiring prior notice.
§ 7. The members of the strategic committee form a college. They can divide the tasks.
To be validly constituted, the strategic committee must have at least ten appointed members.
In addition, the strategic committee must meet a minimum quorum of 10 members for valid meetings.
The Strategic Committee is chaired by the Chair of the Board of Directors.
In the event of a division of voices within the strategic committee, the President's voice is preponderant. »
Art. 8. It is inserted in Title V of the same law, a chapter IIIbis written as follows:
“Chapter IIIbis. The orientation committee within the National Society of Belgian Railways.
Article 161quater. It is created a steering committee within the Belgian Railways National Society, which is referred to as the steering committee.
Article 161quinquies. § 1^er. The orientation committee is composed of:
1° of the Board of Directors;
2° of six representatives, members of regional transport companies, appointed in accordance with the terms set out in a cooperation agreement.
§ 2. The steering committee is competent to render opinions, make suggestions and objections to all measures that may influence cooperation with regional transport companies.
In addition, it examines the consequences of the multi-year investment plan on mobility and connections to local modes of transport.
The prior advice provided by the guidance committee as part of its competence is binding, subject to the following detailed procedure.
In the event of disagreement with the Board of Directors, the Board introduces a new draft decision with the steering committee which then has the power to make a new notice within ten days. When disagreement persists, the board of directors may derogate from the notice provided that the board is motivated by its refusal.
§ 3. The King rules, by order deliberately in the Council of Ministers, the procedure for communication between the board of directors and the steering committee. »
Art. 9. Section 162 of the Act is repealed and the following substituted:
“Article 162. Sections 18, 19, 20, 21, 22, 23 and 26 are not applicable to S.N.C.B.
Article 162bis. § 1^er. The board of directors is composed of ten members, including the delegated administrator. A third of its members must be of the other sex.
§ 2. The King appoints, by order deliberately in the Council of Ministers, a number of administrators proportional to the voting rights attached to the actions held by the State.
Directors are chosen based on the complementarity of their skills such as financial and accounting analysis, legal aspects, knowledge of the transportation sector, mobility expertise, staff strategy and social relations.
The vacancy is announced by notice to the Belgian Monitor. This notice invites candidates to submit their titles and sets the deadline for applications. The other directors are then appointed by the other shareholders.
The administrators appointed by the King can only be revoked by order deliberately in the Council of Ministers.
§ 3. Directors are appointed for a renewable term of six years.
§ 4. In the event of a vacancy of an administrator, the remaining directors shall be entitled to fill the vacancy on an interim basis until a final appointment is made in accordance with this provision.
§ 5. The King appoints, by order deliberately in the Council of Ministers, the president of the board of directors. The chair of the board of directors is a different language role than the delegated administrator.
In the event of a division of voices within the board of directors, the President's voice is preponderant.
The President may, at any time, be aware, without displacement, of books, correspondence, minutes and generally of all documents and writings of the S.N.C.B., including the information and documents available to the S.N.C.B. as shareholder. He may require members of the steering committee, officers and staff of the NBC to obtain all explanations or information and to carry out any audits that appear necessary to him for the performance of his mandate. He may be assisted by an accountant designated by him. The remuneration of the accountant is the responsibility of the NBC.
§ 6. As part of their mandate and in the interests of society, members of the NBC bodies are held at a discretionary duty.
Article 162ter. The Management Committee is responsible for the day-to-day management and representation of this management, as well as the execution of decisions of the Board of Directors.
The members of the steering committee form a college.
They can divide the tasks. With the exception of that referred to in Article 11, § 2, the steering committee may delegate some of its powers to one or more of its members or to staff members. It may authorize subdelegation.
Delegations granted by the steering committee under this provision shall, under penalty of nullity, be notified to the board of directors.
Article 162quater. The steering committee of the S.N.C.B. is composed of the delegated administrator and general directors. The number of Directors General is determined by the Board of Directors. The steering committee is chaired by the managing director.
The managing director is appointed by the King, by order deliberately in the Council of Ministers, for a renewable term of six years. He is revoked by the King by deliberate decree in Council of Ministers.
The corporation is validly represented in its acts, including representation in court, by the delegated administrator and the director general, designated for that purpose by the board of directors, acting jointly.
All acts of management or that engage the corporation are jointly signed by the delegated administrator and the Director General designated for that purpose by the board of directors.
The delegated administrator belongs to a different linguistic role than the Director General.
The Board of Directors shall appoint the members of the steering committee, on the proposal of the delegated administrator and after taking the advice of the Appointment and Compensation Committee. The latter will have previously consulted a Human Resources Advisory Office outside the NBC.
They're revoked by the board of directors. They can't have the quality of S.N.C.B. administrator.
All members of the steering committee shall serve in the NBC, or for the representation of the NBC, full-service functions.
Article 162quinquies. § 1^er. Without prejudice to Article 161ter, § 4, rights, including remuneration, and mutual obligations of the delegated administrator and members of the steering committee, on the one hand, and of the NBC, on the other hand, are settled in a particular agreement between the parties concerned. When negotiating this agreement, the S.N.C.B. is represented by its Board of Directors, excluding the Associate Administrator. The delegated administrator can only receive other emoluments than his remuneration.
The delegated administrator or a member of the steering committee who, at the time of his appointment, is in a statutory relationship with the State or any other person of public law under the State is entitled to leave for mission according to the provisions of the status in question for the duration of his or her term. However, during this period, it retains its titles to the promotion and advancement of treatment.
When the delegated administrator or a member of the steering committee at the time of his appointment is in a contractual relationship with the State or with any other person of public law under the State, the contract concerned shall be suspended in full law for the duration of his term. However, during this period, he kept his securities in advance of treatment.
§ 2. The General Assembly shall determine the remuneration of members of the Board of Directors. It also determines the remuneration of the members of the Strategic Committee and the Guidance Committee. To this end, it takes into account the provision of agents, including their participation in the committees provided for by law. It also takes into account the objectives of the company.
§ 3. The remuneration referred to in §§ 1^er and 2 are dependent on S.N.C.B. If the remuneration involved has a variable element, the plate cannot include elements with the operating load character.
Article 162. § 1^er. Without prejudice to the other limitations provided by or under a law or in the organic status of the NBC, the term of membership of the board of directors, the strategic committee, the steering committee and the steering committee is incompatible with the mandate or functions of:
1st member of the European Parliament;
2nd member of the Legislative Chambers;
3rd Minister or Secretary of State;
4th member of the Council or Government of a Community or Region;
5th governor of a province or member of the permanent charge of a provincial council;
6° S.N.C.B. staff member only for administrators, excluding the delegated administrator.
In addition, the term as a member of the steering committee is incompatible with the term of bourgmestre, ultrasevin or president of the public welfare centre.
§ 2. When a member referred to in § 1^er contravenes the provisions of § 1^er, it is required to dismiss such mandates or functions within three months. If he fails to do so, he shall be deemed, at the expiry of that period, to have discharged his or her mandate from the NBC without prejudice to the legal validity of the acts that he or she has performed or the deliberations that he or she has taken part in during that period.
Article 162s. The directors and members of the steering committee shall lose their term of office at the age of sixty-five.
Article 162octies. Any act of delegation clearly identifies the competences of that delegation. The delegation is granted for a period fixed by the Board of Directors.
Article 162. § 1^er. The S.N.C.B. is subject to the control authority of the Minister with the railways in his duties. This control is exercised in the intervention of a Government Commissioner, appointed and revoked by the King, on the proposal of the minister concerned.
The Minister with the railways in his or her duties may designate an alternate for the event that the Commissioner of the Government is unable to prevent or assist him in his or her mission.
The King rules the exercise of the duties of the Commissioner of Government and his remuneration. This compensation is payable to the S.N.C.B.
§ 2. The Government Commissioner ensures compliance with the law, the NBC organic status and the management contract. It ensures that the S.N.C.B. policy, in particular that carried out pursuant to Article 13, does not prejudice the implementation of public service tasks.
The Commissioner of Government reports to the Minister with railways in his or her duties. It reports to the Minister of Budget on all decisions of the board of directors, steering committee, strategic committee or steering committee that have an impact on the general budget of the state's expenditures.
§ 3. The Commissioner of the Government is invited to all meetings of the Strategic Committee, the Policy Committee, the Board of Directors and the Executive Committee and has an advisory voice. It may, at any time, be aware, without displacement, of books, correspondence, minutes and generally of all documents and writings of the NBC. It may require members of the Strategic Committee and directors, officers and staff of the NBC to obtain all explanations or information and to conduct any audits that appear to be necessary to carry out its mandate.
The NBC provides the Commissioner of the Government with the necessary human and material resources to carry out its mandate.
§ 4. The Commissioner of the Government shall, within four days, lodge an appeal with the above-mentioned Minister against any decision contrary to the law, organic status or management contract.
The period referred to in the previous paragraph is interrupted by statutory holidays on Saturdays and Sundays.
This period runs from the date of the meeting to which the decision was made, provided that the Commissioner of the Government was regularly convened and, if not, from the day on which he was informed. When the written procedure provided for in section 521, paragraph 2, of the Corporations Code is used, the period shall be short from the day on which the Commissioner of the Government has been informed of the decision adopted. The appeal is suspensive.
In the event of an impact on the general budget of government expenditures, the Minister with railways in his or her duties requests the agreement of the Minister of Budget.
If, within eight free days beginning on the same day as the period referred to in paragraph 1^er, the Minister having the railways in his or her powers did not make the cancellation, the decision becomes final, without prejudice to the provisions of the last paragraph. The minister concerned shall notify the cancellation to the management body.
If the Minister of Budget and the Minister with the railways in his or her duties do not find agreement within the eight-day period referred to in the preceding paragraph, the Minister shall decide within thirty free days beginning on the same day as the period referred to in paragraph 1^eraccording to the procedure established by the King.
§ 5. Each year, the Board of Directors reports to the Minister with the railways in its duties of fulfilling the duties of public service by the NBC.
§ 6. Each year, the Minister with railways in his or her duties reports to the Legislative Chambers on the application of title 1 and title.
Article 162decies. On the first day of the twelfth month preceding the expiration of the management contract, the Board of Directors of the NBC sets out the objectives and strategy of the company in a business plan for the duration of the management contract, prepared on the basis of the mobility objectives set by the Council of Ministers.
The business plan must contain:
1. The structure and characteristics of the transport offer on the air network and the reception points;
2. The relationship between transport supply and infrastructure needs translated into a multi-year investment plan proposal; the multi-year investment plan includes the planning of railway investments over several years for the acquisition, development, maintenance, management and operation of infrastructure, as well as investments in rolling stock;
3. Personnel management;
4. The evolution of operating accounts translated into a financial plan;
5. Description of general operating conditions for other business sectors.
The points 1 to 4 referred to above, as a necessary part for the execution of public service tasks and the multi-year investment plan, are approved by the King by deliberate decree in the Council of Ministers.
The other components of the plan, including item 5 referred to above, are provided as information to the Minister with railways in his or her duties.
The business plan is adapted annually and is communicated to the Minister with railways in his or her duties.
The business plan is a prerequisite for the negotiation of the management contract.
Article 162unidecies. Without prejudice to Article 3, § 2, of the Law, the NBC Management Contract also contains:
1° with respect to rail transport, the levels of public services to be reached on the network and the points of access to the network;
2° the multi-year investment plan. »
Art. 10. Articles 4, § 2, paragraph 1^er and 5, § 3, paragraph 1^erFrom the same law, it is necessary to understand the steering committee as the strategic committee.
Art. 11. Thirty days after the coming into force of this Act, the terms of office of administrator shall be terminated in full right.
Art. 12. This Act comes into force on the day of its publication in the Belgian Monitor.
The mechanism provided for in section 162decies, inserted by section 9 of this Act, shall come into force only after the approval by the King, by order deliberately in the Council of Ministers, of the first management contract established with the organs of the S.N.C.B. established according to the procedures set out in this Act.
Promulgation of this law, let us order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given at Châteauneuf-de-Grasse, March 22, 2002.
ALBERT
By the King:
Minister of Mobility and Transport,
Ms. I. DURANT
Seal of the state seal:
Minister of Justice,
Mr. VERWILGHEN
____
Notes
(1) Parliamentary references.
House of Representatives documents: 50-422 - 2001/2002.
- No. 1 Bill.
- No. 2 Amendment.
- No. 3 Amendment.
- Number four.
- No. 5 Corrected items.
- No. 6 Amendment.
- No. 7 Amendment.
- No. 8 Amendment.
- No. 9 Amendment.
- No. 10 Text adopted.
Senate documents: 2 - 934 - 2001/2002.
- No. 1 Project referred to by the Senate.
- No. 2 Amendments.
- No. 3 Amendments.
- Number four.
- No. 5 Amendments.