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3 NOVEMBER 2001. - Act respecting the creation of the Belgian Investment Corporation for the Developing Countries and amending the Act of 21 December 1998 establishing the "Belgian Technical Cooperation" in the form of a public law society

CHAPTER I^er. - General provision
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution
CHAPTER II. - Creation of the Belgian Investment Corporation for the Developing Countries
Art. 2. The Belgian State and the Belgian Society of International Investment S.A. can jointly create the Belgian Society of Investment for Developing Countries, abbreviated in BIO. BIO is created in the form of an anonymous company.
The Belgian State and the Belgian Society for International Investment S.A. can participate in the capital of BIO and obtain any other form of financing. Companies with a special experience in the field of foreign investment or companies with a specific experience in financing local businesses in developing countries can also participate in the capital of BIO or provide other forms of financing.
For the creation of BIO, the Belgian state is represented by the member of the government having Development Cooperation in its powers. This member also represents the Belgian state at the general assembly.
Art. 3. § 1^er. BIO's social purpose is to invest in the development of companies in developing countries in the interest of the economic and social progress of these countries.
These interventions must lead directly or indirectly to sustainable productive employment, respecting fundamental social rights as defined by the core conventions of the International Labour Organization.
BIO can also take participations in development and investment funds oriented exclusively to developing countries as long as the purpose of these funds is compatible with the social object of BIO.
To this end, BIO may, under market conditions, take stakes in the capital of companies and grant loans and similar forms of financing.
In particular, BIO is empowered to:
- to jointly establish foreign companies;
- participate directly in the capital of foreign companies;
- granting subordinate loans;
- granting medium- and long-term loans.
§ 2. BIO activities are not related. Interventions are directed exclusively to companies in developing countries, belonging to the following categories, as defined by the Development Assistance Committee of the Organisation for Economic Cooperation and Development:
(i) Least developed countries;
(ii) low-income countries;
(iii) middle-income countries, lower.
BIO will conduct a proactive policy on equality between men and women in order to achieve an appropriate distribution of the direct or indirect teachers granted, both in numbers and in terms of the released capital.
§ 3. As long as BIO does not have the necessary expertise itself, it can rely on a third party, with a recognized financial competence, for the preparation of investment decisions and the control of their implementation.
BIO will rely on CTB services when technical assistance and knowledge transfer are required in support of its investment decisions. Any derogation from this rule must be motivated.
Art. 4. BIO is an anonymous corporation subject to coordinated corporate laws, provided that it is not derogated from this Act.
The statutes of BIO and the amendments thereto are decreed by the General Assembly. The draft deliberation of this assembly shall be communicated to the commissioners of the government at least fifteen days before its convocation.
Art. 5. BIO is under the control of the member of the Government with Development Cooperation in its responsibilities and the member of the Government with the Budget in its responsibilities. These members of government may object to any decision that is contrary to laws, orders, statutes and the general interest. This control is exercised through two government commissioners. Each of the two government members is a government commissioner. A substitute is designated for each Commissioner of the Government in the event of his or her failure. In such a case, the substitutes have the same skills as the government commissioners. The two government commissioners have the right to take note of all the decisions of the General Assembly, the Board of Directors and, where appropriate, the body responsible for Daily Management, in order to carry out all necessary controls and in order to communicate all relevant information to that end. If they feel it useful, they attend the meetings of the General Assembly, the Board of Directors and the body responsible for Daily Management. They sit there with an advisory voice. The agendas of these meetings are forwarded to them in a timely manner.
Government Commissioners suspend any decision they consider to be contrary to laws, orders, statutes or the general interest. The Commissioner of the Government appointed by the member of the Government with Development Cooperation in his or her powers, shall also ensure that any investment decisions are in conformity with the criteria set out in section 4 of the Belgian International Cooperation Act of 25 May 1999. Government Commissioners have a five-day period from the date of the decision to decide on the suspension. In the event of a suspension, the government commissioners inform their member of the government within five working days.
The member of the government shall have a ten-day timeframe from the date of the notice of the suspension by the Government Commissioner to cancel the suspended decision. When the member of the respective government does not cancel the decision or make a decision within that period, the decision may be enforced.
The board of directors may, for reasons, invoke the extreme emergency. In this case, the government commissioners have only two working days from the date of the decision to submit the case to their respective government member. The period provided for in the preceding paragraph is in this case reduced to two working days.
The compensation of government commissioners is determined by the member of the government with Development Cooperation in his or her responsibilities. It is supported by society.
Art. 6. BIO can subscribe voluntary loans on the domestic or international capital market. The King may grant the State's guarantee to these loans.
Art. 7. BIO prepares an annual report that is communicated by the member of the government that has Development Cooperation in its responsibilities to the House of Representatives. The member of the government with Development Cooperation in his or her powers may accompany the remarks he or she considers necessary.
Art. 8. The criteria for development relevance, as defined in Article 4 of the Belgian International Cooperation Act of 25 May 1999, are applied to BIO.
Art. 9. § 1^er. The Belgian State will ensure an out-of-capital contribution to BIO by the subscription of beneficiary shares, which will be designated as development certificates.
§ 2. Any reductions in value, less-values and/or losses in an accounting year are directly charged to the beneficiary shares without changes in the status. In addition, these beneficiary shares are unavailable at the same tore as capital. These beneficiary shares therefore benefit from the same tax treatment as capital intake.
Art. 10. § 3. In Article 161, 1°, of the Code of Registration, Mortgage and Registry Rights, the words "the acts passed in the name or in favor of the anonymous company BIO" are added after the words "the friendly acts passed in the name or in favor of the anonymous society A.S.T.R.I.D.".
CHAPTER III. - Amendment of the law of 21 December 1998 establishing the Belgian technical cooperation "in the form of a society of public law
Art. 11. In Article 2, 17°, of the Act of 21 December 1998 establishing the "Belgian technical cooperation" in the form of a public law society, the following words are deleted: "participations in capital at risk of companies or development banks".
Art. 12. Article 5, § 2, 4°, of the same law, is supplemented as follows: "in particular technical assistance and the transfer of knowledge".
Art. 13. Article 7 of the same Act is supplemented by the following paragraph: "The CTB will be entrusted with missions by the Belgian Investment Corporation for the Developing Countries, in abbreviated BIO, as provided for in Article 3, § 3, of the Law on the Creation of the Belgian Investment Corporation for the Developing Countries".
Art. 14. Article 9, § 1^er, of this law, is supplemented by the following paragraph: "The CTB may not take any participation that enters within the framework of the legal and statutory mission of BIO".
CHAPTER IV. - Entry into force
Art. 15. This Act comes into force on the day of its publication in the Belgian Monitor.
Promulgate this law, order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 3 November 2001.
ALBERT
By the King:
Minister of Foreign Affairs,
L. MICHEL
Minister of Telecommunications and Enterprises and Public Participation, responsible for the Middle Class,
R. DAEMS
The Secretary of State for Development Cooperation,
E. BOUTMANS
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Notes
(1) 2000-2001
Documents of the House of Representatives:
No. 1 Bill:
2001-2002
Report No. 2. - Text corrected by Commission No. 3. - Text adopted in plenary session and transmitted to Senate No. 4.
Full report: 18 October 2001.
Documents of the Senate:
Project not referred to in the Senate #1.