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Decree No. 5,434, 26 April 2005

Original Language Title: Decreto nº 5.434, de 26 de Abril de 2005

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DECREE NO. 5,434, OF April 26, 2005

Approves the Social Status of the Asset Gestora Company- EMGEA.

THE PRESIDENT OF THE REPUBLIC, in the use of the attribution that confers it on art. 84, incisus IV, of the Constitution, and with a view to the provisions of the Provisional Measure No. 2,196, of August 24, 2001,

DECRETA:

Art. 1º Stay approved, in the form of the Annex to this Decree, the Social Status of the Company Gestora of Assets- EMGEA.

Art. 2º This Decree comes into effect on the date of its publication.

Art. 3º Revogize-se art. 3º of Decree No. 3,848 of June 26, 2001, and the Decrees 4,114, of February 6, 2002, and 4,737, of June 12, 2003.

Brasilia, April 26, 2005; 184º of Independence and 117º of the Republic.

LUIZ INACIO LULA DA SILVA

Antonio Palocci Filho

SOCIAL STATUS OF THE ASSET MANAGER COMPANY- EMGEA

CHAPTER I

OF NATURE AND PURPOSE

Art. 1º The Company Gestora of Assets-EMGEA, public company linked to the Ministry of Finance, created by Decree No. 3,848 of June 26, 2001, depending on the Provisional Measure of the Provisional Measure No. 2,155, of June 22, 2001, current Provisional Measure No. 2,196 of August 24, 2001 shall be governed by this Social Statute and by the legal standards applicable to it.

Art. 2º EMGEA has headquarters and venue in Brasilia, Federal District, and acting in the entire territory national, being indefinite the term of its duration.

Art. 3º EMGEA will have by goal acquire goods and rights of the Union and of the remaining member entities of the federal public administration, and may, in return, assume obligations of these.

CHAPTER II

OF THE SOCIAL CAPITAL

Art. 4º The social capital of EMGEA is R$ 20,028,104,127.01 (twenty billion, twenty eight million, one hundred and four thousand, one hundred and twenty-seven reais and one penny), fully integrated by the Union.

§ 1º The social capital of the EMGEA could be increased:

I-by capitalizing on goods, rights and resources that are intended for that purpose, as well as from Union credits to the company, following annuence from the Minister of State for Finance; and

II-by the capitalization of profits and incorporation of reserves, in the form authorized in law or regulation.

§ 2º On the resources transferred by the Union for increased social capital, will focus financial burdens equivalent to the rate Special System of Settlement and Custody-SELIC, nos terms of the relevant legislation.

CHAPTER III

OF THE ADMINISTRATION COUNCIL

Art. 5º The Board of Directors shall be composed of five members, as follows:

I- three members nominated by the Minister of State for Finance, with one of them exercising the office of Chairman of the Council;

II-a member appointed by the Minister of State for Planning, Budget and Management;

III-the Chief Executive Officer of the EMGEA, who will replace the President of the Council, in his / her phalings and any possible impediments.

§ 1º The members of the Board of Directors will be appointed and demissile ad nutum by the Minister of State for Finance, damong Brazilians of notorious knowledge and experience, moral idoneity and an illiberal reputation, observed the provisions of the art. 18, with a term of three years, allowed a single redrive.

§ 2º The investiture of the members of the Board of Directors will be made upon signature of the term of possession in own book.

§ 3º The Board of Directors will convene, ordinarily, once a month and, extraordinarily, whenever convened by its President.

§ 4º In addition to the remaining hypotheses provided for in law, it shall be deemed to be vacant as a member of the Board of Directors who, without cause justified, no longer attend to attend more than two meetings consecutive or three alternates, in the range 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, in any hypothesis, exceed ten per cent of the average monthly remuneration of directors, pursuant to the Act no 9,292, of July 12, 1996.

Art. 6º Compete to the Board of Directors, observed the current legislation:

I-pin down the policy and basic guidelines of EMGEA;

II-approve the multiannual director plan;

III-approve the capital increases resulting from the incorporations of which it treats the inciso II of § 1º of the art. 4º;

IV-deliberating on the capital budget proposals, of which it treats art. 196 of the Act No 6,404 of December 15, 1976;

V-pronation, in advance to the decision of the Minister of State of the Farm, on the following subjects:

a) administrators ' accounts and demonstrations financial, targeting of net profit from the exercise and distribution of dividends;

b) increases in social capital of which it treats the inciso I of § 1º of the art. 4º;

c) issuance of any securities or securities, in the Country or abroad;

d) spinning, melting, or incorporation;

e) conclusion of shareholders' agreement, pursuant to the Decree no 1,091, of March 21, 1994;

f) the bidding regulation;

g) the regulation of personnel, with the rights and duties of employees, the disciplinary regime and standards on ascertaining responsibilities;

h) the frame of personnel, 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 of each year;

i) the plan of posts and salaries, benefits, perks, and any other installments that compose employee retribution; and

j) proposal to change the social status of the company.

VI-approve the choice of the Head of the Audit, by appointment of the Director-President;

VII-homologation of the choice of independent auditors;

VIII-authorize the acquisition, divestments and burdening of immovable property;

IX-approve the creation, in the structure of the company, of units linked directly to the Directoria;

X-define, upon proposal of the Director-President, the acting areas of the Directors, as well as the respective competences;

XI-decide on the hiring, by-term, of specialized technical personnel;

XII-disciplinary the granting of vacations to the members of the Board, including with regard to their conversion into species;

XIII-approve the Annual Plan of Internal Audit Activities-PAAI;

XIV-decide on the subjects that are submitted to it by the Board;

XV-approve the conclusion of agreements and contracts concerning the activity-end of the EMGEA, when the respective values surpass an per cent of the company's subscribed social capital or come to reduce the accounting value of its assets in percent higher than one hundredth percent of the said capital; and

XVI-address doubts of any omissions of this Statute.

Art. 7º The Board of Directors will deliberate by a majority of votes, with the presence of at least three of its members, among them their President, or his replacement, who will exercise the quality vote in addition to the common.

CHAPTER IV

FROM DIRECTORIA

Art. 8º A EMGEA Board of Directors will be composed of:

I-a Director-President;

II-up to four Directors.

§ 1º The members of the Board will be elected and demissile ad nutum by the Board of Directors, all with tenure of three years, allowed a single redrive.

§ 2º The investiture of the members of the Board will be far upon signature of the term of possession in a book of its own.

§ 3º It is ensured to the members of the Board the annual holiday enjoyment, commensurate with the period worked out in the respective year, not cumulative with the eventual receipt of that advantage in their home organ, vehementing the payment at double the remuneration for the vacation not enjoyed in the course of the concessional period.

§ 4º The members of the Board will be doing jus to the Christmas Gratification, proportional to the period worked on the respective year, non-cumulative with the eventual receipt of this advantage in their home organ.

Art. 9º Compete to the Board the exercise of the adjudicative assignments concernin the purposes of the EMGEA, in particular:

I-approve the disciplinary, planning standards, of the organization and the control of the company's services and activities;

II-decide on the proposals of capital budget of which it treats 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 competences of the company's units;

IV-approve the standards competitions 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 and enforce, within the framework of its assignments, the Company's standards and the determinations of the Board of Administration;

VI-approve the celebration of convennials, agreements, adjustments and contracts, observed the inciso XV of the art. 6º and the specific legislation;

VII-propose statutory amendments; and

VIII-making publication in the Official Journal of the Union, after approved by the Minister of State for Finance:

a) the bidding regulation;

b) the regulation of personnel, with the rights and duties of employees, the disciplinary regime and norms on ascertaining responsibilities;

c) the frame of personnel, 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 of each year;

d) the plan of posts and salaries, benefits, perks, and any other installments that compose the retribution of your employees; and

and) the targeting of net profit, in the form of the art. 16, § 5º.

Art. 10. These are attributions of the Director-President:

I-represent EMGEA in judgment or outside of it, and may constitute mandators for that purpose;

II-directing all technical and administrative activities of the company, in compliance with the guidelines drawn by the Board of Directors;

III-convene and presiding over the meetings of the Board;

IV-designate, ad referendum of the Board of Directors, the substitutes of the Directors, in the event of hindrance;

V-admit, dispense, promote, assign to the exercise of trust function, transfer, graduate and punish employees, in the form of the law and the normative system of EMGEA;

VI-designate the Director who will replace him in his or her phalds and regulatory and eventual impediments;

VII-propose to the Directorate the creation of jobs and the setting of salaries and perks, the assignment of employees, as well the hiring, by-term, of specialized technical staff, observed the relevant legislation; and

VIII-exercise any other attributions not reserved to the Board of Directors.

Art. 11. The Board shall meet with the presence of at least three of its members, being one of them the Director-President or, in the cases of hindrance of this, his / her replacement.

Single paragraph. The decisions of the Board, taken by a simple majority, will be recorded in minutes, fit to the Director-President, in addition to the common vote, the one of quality.

CHAPTER V

OF THE FISCAL COUNCIL

Art. 12. The Fiscal Council will consist of three effective members and their alternates, appointed by the Minister of State for Finance, with a one-year mandate, permitted a single redrive.

§ 1º One of the members of the Fiscal Council will be representative of the National Treasury, pursuant to the current legislation, as well as the respective alternation.

§ 2º The investiture of the members of the Fiscal Council will be made upon signature of the term of possession in a book of its own.

§ 3º The President of the Fiscal Council will be elected in the first meeting of the collegiate.

§ 4º The term of office shall be counted from the appointment in the terms of the caput.

§ 5º In addition to the remaining hypotheses in law, it will be considered vague the post of member of the Fiscal Council that, without justified cause, cease to exercise its functions for more than two consecutive meetings or three alternates.

§ 6º Findo the mandate, the member of the Fiscal Council 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 term will be counted from the end of the previous term.

§ 8º The Fiscal Council will meet monthly, in ordinary character, and extraordinarily, whenever summoned by its President, acting by a majority of votes.

§ 9º The remuneration of the members of the Council Tax, in addition to the mandatory redemption of locomotion and stay expenses required for the performance of the function, shall be fixed by the Minister of State for Finance and shall not exceed, in any hypothesis, at ten percent of the average monthly remuneration of the Directors of the company, 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 check the compliance of the your legal and statutory duties;

II-opinionate on the annual report of the administration, making record in its opinion the supplementary information that you deem necessary or useful to the approval of the Minister of State for Finance;

III-opines on the proposals of the bodies of the administration, concerning the modification of the social capital, the investment plans or capital budgets, distribution of dividends, processing, incorporation, merger or spin-off;

IV-denouncing to the administration bodies the errors, fraud, crimes or illicit that they take notice of and suggest providence to the company;

V-analyse, at least quarterly, the Balte and too many financial statements drawn up periodically by the company;

VI-examine the financial statements of the social exercise and about them opinion;

VII-exercise its assignments, during liquidation, with a view to the special provisions that regulate it;

VIII-examine and issue opinion on divestments or burdening of real estate of the company;

IX-pronounce on matters of its attribution that are submitted to it by the Board of Directors or by the Board;

X-track the heritage, financial and budget execution, and may examine books and any others documents and requisite information; and

XI-draw up and approve your internal regiment.

§ 1º The administration bodies are obliged, through written communication, to put at the disposal of the members in exercise of the Fiscal Council, within ten days, copies of the minutes of their meetings and, within fifteen days of their receipt, copies of the balts and too many financial statements drawn up periodically and, when there are, of the implementation reports of budgets.

§ 2º The Fiscal Council, at the request of any of its members, will ask the administration bodies for clarifications or information, as well as the drafting of special financial statements or accounting.

§ 3º The members of the Fiscal Council shall attend the meetings of the Board of Directors in which to be deliberated on the subjects in which they should be opinionated (incisies II, III and VI of this article).

§ 4º The Fiscal Council, at the request of any of its members, will be able to request the independent audit clarifications or information and the ascertainment of specific facts.

§ 5º The attributions and powers law conferred by the law to the Tax Council cannot be heard from another body of the company.

§ 6º Para. ascertaining fact whose clarification is necessary to the performance of its duties, the Fiscal Council may formulate, with justification, questions to be answered by expert and request the Directorate to indicate, to that end, within the maximum period of thirty days, three experts, who may be physical or legal persons, of notorious knowledge in the area in question, among which the Fiscal Council will choose one, whose fees will be paid by the company.

CHAPTER VI

DA INTERNAL AUDIT

Art. 14. EMGEA shall have Internal Audit, by appointment of the Director-President, approved by the Board of Directors and to it bound, with the charges and assignments set out in the relevant legislation.

CHAPTER VII

DO SOCIAL EXERCISE AND THE FINANCIAL STATEMENTS

Art. 15. The social exercise of EMGEA will correspond to the calendar year and the financial statements will be drawn up on December 31 of each financial year.

Single paragraph. The financial statements of which it treats the caput of this article will be audited by Independent Auditors registered in the Securities Commission-CVM.

Art. 16. The Board of Directors, effectuating the deduction to meet the accumulated damage and the provision for income tax, will propose to the Minister of State for Finance the targeting of the result of the exercise, observed the following:

I-five percent of the net profit for constitution of the legal reserve, until this reach twenty percent of the social capital;

II-twenty five percent of the adjusted net profit, at a minimum, for the payment of remuneration to the National Treasury, its sole shareholder.

§ 1º Observed current legislation, the Council of Administration will be able to propose to the Minister of State for Finance the payment to the National Treasury of interest on equity or dividends, for remuneration.

§ 2º On the values of dividends and interest, the title of remuneration on the equity capital, due to the National Treasury, will focus financial charges equivalent to the SELIC rate, from the end of the social exercise to the day of the effective pick-up or payment, without prejudice to the incidence of moratory interest whenever such pick-up or payment is not check on the date fixed in law or deliberation of the Board of Directors, and should be regarded as the daily rate, for the updating of that value during the five working days prior to the date of payment or pickup, the same SELIC rate released on the fifth working day leading up to the day of the effective discharge of the obligation.

§ 3º The damage accumulated will be deducted, compulsorily, from the 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 the art. 173 of the Act in 6,404, from 1976.

§ 4º of the net profit for the financial year, after the previous deductions, the Board of Directors will be able to propose to the Minister of State for Finance the percentage of employee participation in the profits earned, in each exercise, in the form of the legislation in force.

§ 5º The proposal on the targeting of the profit of the exercise, 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.

CAPTO ULOVIII

OF THE INTERNAL ORGANIZATION AND PERSONNEL

Art. 17. Applies to the staff of EMGEA 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 dispended of its own framework, will be able to exercise its activities with personnel ceded by the federal public administration.

CAPUO UO IX

DAS GENERAL AND TRANSITIONAL PROVISIONS

Art. 18. They will not be able to participate in the Board of Directors, the Board and the Fiscal Council, in addition to those barred by law, all those who, directly or in the quality of business associates or leaders:

I-are in arrear to with EMGEA;

II-have caused injury to EMGEA or to be debtors;

III-have settled their debits together with EMGEA after judicial collection; or

IV-have participated in companies or societies which, in the previous five years, have been in a situation of default towards EMGEA.

Art. 19. The members of the Board of Directors, the Board, the Fiscal Council and the occupiers of commissioned office, when they assume their duties, will submit declaration of goods, annually renewed.

Art. 20. The Management Counsellors and the Board, together with the members of the Fiscal Council, are responsible, in the form of the law, for the damage or damage caused in the exercise of their assignments.

§ 1º The EMGEA, through its Legal Consultancy or by specially contracted lawyer, will ensure to its Leaders and Councillors, present and past, the defence in judicial and administrative proceedings against them instituted, by the practice of acts in the exercise of the office or function, in cases where there is no incompatibility with the interests of the company.

§ 2º The warranty provided for in § 1º extends to the members of the Fiscal Council, as well as to all the employees and preposites who legally act by delegation from the Chief Executive Officer of EMGEA.

Art. 21. The members of the first EMGEA Board of Directors will be appointed by the Minister of State for Finance.

Art. 22. They shall apply to the EMGEA, in a subsidiary, in what couber, the provisions contained in Law No. 6,404 of 1976.