DECREE NO 3,848, DE June 26, 2001
Approves the Social Statute of the Asset Gestora Company? EMGEA.
THE PRESIDENT OF THE CHAMBER OF DEPUTIES, in the exercise of the office of President of the Republic, using the assignments conferring you the art. 84, incisos IV and VI, of the Constitution, and in view of the provisions of the Provisional Measure No. 2,155 of June 22, 2001,
Art. 1º Is the Asset Gestora Company created? EMGEA.
Art. 2º The constitution of the initial patrimony of EMGEA, pursuant to the constant authorization of art. 8º of Provisional Measure No. 2,155 of June 22, 2001, shall be carried out upon the transfer of part of the credit claims arising from contracts of confession, renegotiation of debts and assignment of claims in payment, concluded with the Brazilian Electrical Power Stations-ELECTROBRÁS on December 29, 1998.
Art. 3º The Annex Social Status of EMGEA is hereby approved.
Art. 4º This Decree goes into effect on the date of its publication.
Brasilia, June 26, 2001 ; 180º of Independence and 113º of the Republic.
ENTERPRISE SOCIAL STATUTE
ASSET MANAGER? EMGEA
OF NATURE AND PURPOSE
Art. 1º The Asset Gestora Company? EMGEA, public corporation linked to the Ministry of Finance, with creation authorized by Provisional Measure No. 2,155 of June 22, 2001, Rege?if by the present Social Statute and by the legal standards that apply to it.
Art. 2º EMGEA has headquarters and venue in Brasilia, Federal District, and acting throughout the national territory, being indeterminate the time frame of its duration.
Art. 3º EMGEA will be aimed at acquiring goods and rights of the Union and the other member entities of the federal public administration, and may, in contrast, take on obligations of these.
DO SOCIAL CAPITAL
Art. 4º The social capital of EMGEA is R$ 5,874,346,818.82 (five billion, eight hundred and seventy-four million, three hundred and forty-six thousand, eight hundred and eighteen reais and eighty-two cents), fully subscribed by the Union.
§ 1º The social capital of EMGEA can be increased:
I? upon the capitalization of goods, rights and resources intended for that purpose, as well as of Union credits to the Company, after the annuence of the Minister of State of the Farm ;
II? by capitalizing on profits and incorporation of reserves, in the authorized form in law or regulation ;
§ 2º About the resources transferred by the Union for increased social capital, will it focus on the financial burden equivalent to the Special System of Liquidation and Custody fee? SELIC, under the relevant legislation.
OF THE ADMINISTRATION COUNCIL
Art. 5º The Board of Directors shall consist of three members, as follows:
I? a member appointed by the Minister of State for the Finance, who will be the President of the Council ;
II? a member appointed by the Minister of State for Planning, Budget and Management ;
III? the Director?Chairman of EMGEA, which will replace the President of the Council, in his / her flats and possible impediments.
§ 1º The members of the Board of Directors will be appointed by the Minister of State of the Farm, among Brazilians of notorious knowledge and experience, moral idoneity and reputation, noted the provisions of the art. 18, with a tenure of three years, may be reconducted.
§ 2º The investiture of the members of the Board of Directors will be made upon signature of the term of possession in own book.
§ 3 The Board of Directors to meet?if?á, ordinarily, once a month and, extraordinarily, whenever summoned by its President.
§ 4º In addition to the remaining assumptions under law, consider?if?shall vacate the office of member of the Board of Directors who, without justified cause, cease to attend more than two consecutive meetings or three alternates, in the interval of three hundred and sixty-five days.
§ 5º The remuneration of the members of the Board of Directors shall be fixed by the Minister of State for Finance and shall not exceed, in any hypothesis, at ten per cent of the average monthly remuneration of directors under Law No. 9,292, July 12, 1996.
Art. 6º Compete to the Board of Directors, observed the legislation in force:
I? set the policy and basic guidelines of EMGEA ;
II? approve the multiannual director plan ;
Ill? approve the capital increases resulting from the incorporations of which it treats § 1º, II, of the art. 4º;
IV? deliberating on the capital budget proposals, of which it treats art. 196 of Law No. 6,404 of December 15, 1976 ;
V? pronounce?if, in advance of the decision of the Minister of State of the Farm, on the following matters:
a) accounts of trustees and financial statements ; intended for the net profit of the exercise and distribution of dividends ;
b) increases in the social capital of which it treats § 1º, inciso I, of art. 4º;
c) issuance of any securities or securities, in the Country or abroad ;
d) division, merger or incorporation ;
e) conclusion of shareholder agreement, pursuant to Decree No 1,091 of March 21, 1994 ;
f) the tender regulation ;
g) the personnel regulation, with the rights and duties of employees, the disciplinary regime and the standards on ascertaining responsibilities ;
h) the personnel framework, with the indication, in three columns, of the total jobs and the numbers of jobs provided and vacant, discriminated by career or category, on June 30 and December 31 each year ; and
i) the plan of posts and salaries, benefits, advantages and any other installments that compose the consideration of employees ;
VI? approve the choice of the Head of Audit, per the Director's appointment?President ;
VII? homologate choice of independent auditors ;
VIII? authorize the acquisition, disposal and oneration of real estate ;
IX? approving the creation, in the structure of the Company, of units linked directly to the Directorate ;
X? define, upon proposal from the Director?President, the areas of acting of the Directors, as well as their respective skills ;
XI? decide on the hiring, by a specified term, of specialized technical personnel ;
XII? to discipline the granting of vacation to the members of the Board, including with regard to their conversion in kind ;
XIII? approve the Annual Plan for Internal Audit Activities? PAAI ;
XIV? decide on the matters that are submitted to you by the Board ;
XV? approve the celebration of arrangements, agreements, adjustments and contracts of an operational nature ;
XVI? approving changes in social status ;
XVII? to address doubts of possible omissions of this Statute.
Art. 7º 0 Board of Directors shall act by a majority of votes, with the presence of at least two of its members, among them the Chairman of the Board or his / her replacement, with a view to its President, in addition to common vote, that of quality.
Art. 8º The Board of EMGEA will be composed of:
I? a Director?President ;
II? up to four Directors.
§ 1º The members of the Board will be elected by the Board of Directors, all with a three-year mandate, permitted to re-conduct.
§ 2º The investiture of the members of the Board far?if?á upon signature of the term of possession in own book
§ 3 ° It is assured to the members of the Board the annual holiday enjoyment, vetoed the payment in double the remuneration for an unenjoyed vacation in the course of the concession period.
Art. 9º Compete to the Board the exercise of the decision-making assignments concernable to the purposes of EMGEA, cabin?to you, in particular:
I-approve the disciplinary, planning, organization, and control standards of the Company's services and activities ;
II? decide on the capital budget proposals that it deals with art. 196 of Law No. 6,404 of 1976 to be submitted to the Board of Directors ;
III? approve the organogram with the respective functions and competence of the Company's units ;
IV? approving the disciplinary rules for competitions for admission of personnel, the hiring of specialized technical personnel, by a given time limit, and the assignment of employees, in the cases set out in law ;
V? comply with and enforce, within the framework of its tasks, the Company's standards and the determinations of the Board of Directors ;
VI? approving the celebration of arrangements, agreements, adjustments and contracts, except those of an operational nature, observed the specific legislation ;
VII? propose statutory changes ; and
VIII-make publication in the Official Journal of the Union, after approved by the Minister of State of the Farm:
a) the tender regulation ;
b) the personnel regulation, with the rights and duties of employees, the disciplinary regime and the standards on ascertaining responsibilities ;
c) the personnel framework, with the indication, in three columns, of the total jobs and the numbers of jobs provided and vacant, discriminated by career or category, on June 30 and December 31 each year ;
d) the plan of posts and salaries, benefits, advantages and any other installments that compose the consideration of their employees ; and
e) the destination of the net profit, in the form of the art. 16, § 5º.
Art. 10. Are the Director's assignments?President:
I-represent the EMGEA in judgment or outside it, and may constitute mandators for that purpose ;
II? to direct all technical and administrative activities of the Company in accordance with the guidelines drawn up by the Board of Directors ;
III? convene and chair the board meetings ;
IV? designate, ad referendum of the Board of Directors, the substitutes of the Directors, in the event of hindrance ;
V? admit, dispense, promote, designate for the exercise of confidence-function, transfer, license and punish employees, in the form of the EMGEA's law and normative system ;
VI? assign the Director who will replace it in their impediments ;
VII? propose to the Directorate the creation of jobs and the setting of salaries and advantages, the assignment of employees, as well the hiring, by a specified time, of specialized technical personnel, observed the relevant legislation ; and
VIII? to exercise any other tasks not reserved to the Board of Directors.
Art. 11. The Directorate to gather?if?is it a presence of, at the very least, three of its members, being aof them the Director?President or, in the cases of impediment of this, his replacement.
Single Paragraph. Will the decisions of the Board, taken by a simple majority, be registered in minutes, fit the Director?President, in addition to the common vote, the quality.
DO FISCAL COUNCIL
Art. 12. The Fiscal Council will consist of three effective and their alternate members appointed by the Minister of State for the Farm with a one-year term of office, admitted to the refitting.
§ 1º One of the members of the Fiscal Board will be representative of the National Treasury under the legislation in force.
§ 2º The investiture of the members of the Fiscal Board shall be made upon signature of the term of possession in book of their own.
§ 3º 0 Chairman of the Fiscal Council will be elected at the first meeting of the collegiate.
§ 4º The term of office count?if?á from the appointment under the terms of the caput.
§ 5º In addition to the remaining assumptions under law, consider?if?shall vacate the office of a member of the Tax Council who, without justified cause, cease to perform his duties for more than two consecutive meetings or three alternates.
§ 6º Fishing the mandate, the member of the Fiscal Board will remain in the exercise of the function until the investiture of the new holder.
§ 7º In the redriving hypothesis, the term of the new mandate counters?if?á from the termination of the previous term.
§ 8 ° The Fiscal Council meeting?if?shall, ordinarily, once per month and, extraordinarily, whenever convened by its President and shall act by a majority of votes.
§ 9 The remuneration of the members of the Fiscal Council, in addition to the reimbursement, compulsory, of the locomotion and stay expenses required of the performance of the function, shall be fixed by the Minister of State of the Farm and shall not exceed, in any hypothesis, at ten per cent of the average monthly remuneration of the Company's Directors, pursuant to Law No. 9,292 of 1996.
Art. 13. It is incumbent on the Fiscal Council:
I-scrutinize the acts of the administrators and verify the fulfillment of their legal and statutory duties ;
II? opinion on the annual report of the administration, making the opinion of its opinion the supplementary information which it believes necessary or useful for the approval of the Minister of State of the Farm ;
III? opinion on the proposals of the administration's bodies, concerning the modification of the social capital, the plans for investments or capital budgets, dividend distribution, transformation, incorporation, merger or fission ;
IV? report to the administration bodies the errors, frauds, crimes or illicit that they take notice of and suggest useful arrangements, to the Company ;
V? analyse, at least quarterly, the balance sheet and other financial statements drawn up periodically by the Company ;
VI? examine the financial statements of the social year and on them opinion ;
VII? engage in their assignments, during liquidation, in view of the special provisions that regulate it ;
VIII? examine and issue opinion on disposal or oneration of real estate of the Company ;
IX? pronounce?whether on matters of your assignment that are submitted to you by the Board of Directors or by the Board ;
X? monitor heritage, financial and budgetary implementation, and may examine books and any other documents and request information ; and
XI? draw up and approve its internal regiment.
§ 1º The administration bodies are required, through written communication, to place at the disposal of the members in office of the Fiscal Council, within ten days, copies of the minutes of their meetings and, within fifteen days of their receipt, copies of the balance sheets and other financial statements drawn up periodically and, when there is, of the budgets execution reports.
§ 2º The Fiscal Board, at the request of any of its members, will ask the administration, clarification or information bodies, as well as the elaboration of special financial statements or accounting.
§ 3º The members of the Fiscal Council shall attend meetings of the Board of Directors in which it is deliberated on the matters in which they should opinion (incisos II, III and VI of this article).
§ 4º The Fiscal Council, at the request of any of its members, may request the independent audit clarification or information is the ascertaining of specific facts.
§ 5º The assignments and powers conferred by the law to the Tax Council may not be awarded to another body of the Company.
§ 6º The Fiscal Board may, in order to ascertain fact the clarification of which is necessary to the performance of its functions, formulate, with justification, questions to be answered by expert and request the board to indicate, to this end, within the maximum of thirty days, three experts, who may be physical or legal persons, of notorious knowledge in the area in question, among which the Fiscal Board will choose one, whose fees will be paid by the company.
DA INTERNAL AUDIT
Art. 14. The EMGEA will have Internal Audit, by indication of the Director-President, approved by the Board of Directors and to it bound, with the charges and assignments laid down in the relevant legislation.
OF SOCIAL EXERCISE AND DAS FINANCIAL STATEMENTS
Art. 15. The EMGEA will draw up the financial statements on December 31 of each social year.
Art. 16. The Board of Directors, effecting the deduction to meet the accumulated damages and the provision for the income tax, shall propose to the Minister of State of the Finance the destination for the outcome of the financial year, observed as follows:
I? five per cent of the net profit for constitution of the legal reserve, until this reach twenty percent of the social capital ;
II? twenty-five per cent of adjusted net profit, at the very least, for the payment of remuneration to the National Treasury, its sole shareholder.
§ 1º Observed the legislation in force, the Board of Directors may propose to the Minister of State of the Finance the payment to the National Treasury of interest on equity or dividends, in the form of remuneration.
§ 2º On the values of dividends and interest, the title of remuneration on equity, due to the National Treasury, will focus on financial charges equivalent to the SELIC fee, from the closure of the social year until the day of the effective collection or payment, without prejudice to the incidence of moratorial interest whenever such pickup or payment does not occur on the date fixed in law or deliberation of the Board of Directors, and shall be regarded as the daily rate, for the update of this value during the five working days prior to the date of payment or pick-up, the same SELIC fee released on the fifth working day preceding the day of the effective discharge of the obligation.
§ 3º The accumulated damages will be deducted, compulsorily, from accumulated profit, profit reserves and legal reserve, in that order, to, only then, come to be deducted from the social capital, in the manner provided for in art. 173 of Law No. 6.404 of December 15, 1976.
§ 4º From the net profit of the financial year, after the previous deductions, the Board may propose to the Minister of State for the Finance the percentage of employee participation in the profits earned, in each financial year, in the form of the legislation in force.
§ 5º The proposal on the purpose of profit for the financial year after the approval of the Minister of State for Finance is to be published in the Official Journal of the Union in up to thirty days from the date on which it is approved.
DA INTERNAL ORGANIZATION AND STAFF
Art. 17. Applies?if the EMGEA staff the legal regime established by the labour legislation.
§ 1º The staff admission will be made by public tender of evidence or evidence and titles, observed the current legislation and the specific standards of the Company.
§ 2º The EMGEA, while not having its own board, will be able to exercise its activities with personnel ceded by the federal public administration.
DAS GENERAL AND TRANSITIONAL PROVISIONS
Art. 18. They will not be able to participate in the Board of Directors, the Board and the Tax Council, in addition to the imclaims by law, all those who either directly or in the quality of associates or business leaders:
I? are on live for with EMGEA ;
II? have caused injury to the EMGEA or are debtors to it ;
III? have liquidated their debits next to EMGEA after judicial collection ; and
IV? have participated in companies or societies that, in the previous five years, have been in default for the EMGEA.
Art. 19. The members of the Board of Directors, the Board, the Tax Council and the occupiers of comission offices, when taking up their duties, shall submit declaration of goods, annually renewed. ?
Art. 20. The Administration Advisors and the Directorate are demissables ad nutum and, together with the members of the Tax Council, are responsible, in the form of the law, for the damage or damage caused in the exercise of their assignments.
Art. 21. The members of the first EMGEA Board will be appointed by the Minister of State of the Farm.
Art. 22. Apply?if?on the EMGEA, in the alternative, in what couber, the provisions contained in Law No. 6,404 of 1976.