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ORGANIC LAW OF THE NATIONAL FOREIGN TRADE BANK
Official Journal of the Federation on January 20, 1986
Latest Reform Published in the DOF January 10, 2014
On the sidelines a seal with the National Shield, which reads: United Mexican States.-Presidency of the Republic.
MIGUEL DE LA MADRID H., Constitutional President of the United Mexican States, to its inhabitants, known:
That the H. Congress of the Union has been used to address the following:
DECREE
" The Congress of the United Mexican States, decrees:
ORGANIC LAW OF THE NATIONAL FOREIGN TRADE BANK
FIRST CHAPTER
Of Society, Naming, Object, and Address
Article 1o.- This Law governs the National Bank of Foreign Trade, National Credit Society, institution of development banking, with legal personality and patrimony own.
Article 2o.- The Company, as a development bank, will provide the public service of banking and credit in accordance with the objectives and priorities of the National Development Plan, and in particular of the Programs National Development and Industrial Development Finance and Foreign Trade Finance, to promote and finance the activities and sectors entrusted to it in this Law.
Article 3o.- The National Foreign Trade Bank, as an institution of development banking, will aim to finance the country's foreign trade, as well as participate in the promotion of such activity.
The operation and operation of the institution will be carried out in accordance with the applicable legal framework and with sound banking practices and practices, seeking to achieve within the sector entrusted to the to provide the public banking and credit service, the general objectives set out in Article 3o. of the Regulatory Law of the Public Service of Banking and Credit.
Article 4o.- The domicile of the National Bank of Foreign Trade, National Credit Society, institution of development banking, will be the one to be determined in its Rules of Procedure Organic, but it may establish or close branches or agencies or any other kind of office and appoint correspondents, in the country or abroad, after authorization from the Secretariat of Finance and Public Credit.
Article 5o.- The duration of the Company will be indefinite.
CHAPTER SECOND
Objectives and Operations
Article 6o.- In order to ensure the efficiency and competitiveness of foreign trade by understanding the pre-export, export, import and import substitution of goods and services; in the exercise of their object they shall be entitled to:
I. Grant financial supports;
II. Grant credit guarantees and the usual in foreign trade;
III. Provide information and financial assistance to producers, distributors and exporters, in the placement of goods and services on the international market;
IV. When it is in the interest to promote Mexican exports, it will be able to participate in the social capital of foreign trade companies, export consortia, and companies that grant credit insurance to foreign trade, in terms of the article. 31 of this Law. It may also participate in the share capital of investment companies and companies operating companies;
V. Promote, channel and coordinate capital investment to enterprises engaged in export;
VI. Grant financing to the indirect exporters and in general to the exporting production apparatus, in order to optimize the productive chain of exportable goods or services, as well as to contribute to the promotion of the country's foreign trade and to carry out all acts and efforts to attract foreign investment into the country;
VII. When it is of interest to promote Mexican exports, it will be able to provide financial support to the export companies, consortia and similar entities of foreign trade;
VIII. Encourage joint financing and foreign trade assistance actions with other credit institutions, development funds, trusts, credit auxiliary organizations, and with the social and private sectors;
VIII Bis.- Encourage joint actions of financing and assistance for people, businesses and organizations in production and marketing, in towns and indigenous communities, in the field of foreign trade with other credit institutions, promotion funds, trusts, credit auxiliary organizations, and with the social and private sectors;
IX. You may be a financial agent of the Federal Government as regards the negotiation, hiring and handling of foreign credits, whether these are granted by foreign, private, governmental, and intergovernmental institutions;
X. Participate in the negotiation and, where appropriate, in the financial agreements of the Reciprocal exchange or reciprocal credits, which is pointed out by the Secretariat of Finance and Public Credit;
XI. Study policies, plans and programmes in the field of promotion of foreign trade and its financing, and subject them to the consideration of the competent authorities;
XII. Fungir as a consultative body of the competent authorities, in matters of foreign trade and their financing;
XIII. To participate in the activities inherent in the promotion of foreign trade, such as dissemination, study of exportable products and services, sales systems, support for the marketing and organization of producers, traders, distributors and exporters;
XIV. To express, at the request of directly the competent authorities, on treaties and conventions that the country plans to celebrate with other nations, in matters of foreign trade and its financing;
XV. Participate in the promotion of the exportable offering;
XVI. When requested, you may act as a conciliator and arbitrator in disputes involving importers and exporters with domicile in the Mexican Republic; and
XVII. The others who trust this Law, others and their respective regulations.
Article 7o.- For the purposes of the objectives referred to in Articles 3o. and 6o. The Company may:
I. Perform the operations and provide the services referred to in Article 46 of the Credit Institutions Act.
The operations referred to in Article 46, fractions I and II shall be carried out in accordance with Article 47 of that order;
II. Participate in the social capital of companies, in the terms of section IV of article 6o. and from Article 32;
III. Issue development bank bonds. Such securities shall seek to promote the development of the capital market and institutional investment, and shall be capable of being placed among the large investor public, in which case the respective legal provisions shall apply to them;
IV. Hire credits whose resources are channelled into their sector, in accordance with applicable legal provisions;
V. To manage all kinds of companies or companies for their own or other companies;
V Bis. Make the investments provided for in Articles 75, 88 and 89 of the Law of Credit Institutions;
VI. Provide prior guarantees for the submission of an offer, support for the offer, execution, return and the exporter; and
Ensuring third-party obligations, whether through particular operations or mass programs of guarantees, without the limitations provided for in Article 46 (VIII) of the Law on Credit Institutions applicable, and
VII. To carry out the analogous activities and related to its objectives in the terms that the Secretariat of Finance and Public Credit points to it.
Article 8o.- As an exception to the provisions of the last paragraph of Article 348 of the General Law on Credit Titles and Operations and in point (a) of the 18th section of the Article 84 of the Regulatory Law of the Public Service of Banking and Credit, in the contracts that are held to guarantee the rights of the National Bank of Foreign Trade, National Credit Society, institution of development banking, this can act in the same business as trust and trust and conduct operations with the Society itself in the fulfillment of trusts and mandates.
The Company, at the express request of the governments of the federal entities, may perform the same functions as fiduciary, representative, depositary and administrator of the resources. (a) to be established in support of foreign trade by those federative entities.
Article 9o.- The Secretariat of Finance and Public Credit, as an exception to the provisions of Articles 48 of the Law on Credit Institutions and 26 of the Law of the Bank of Mexico shall determine by general provisions the characteristics of the active, passive operations that do not involve the collection of resources from the public and services, except for trusts, mandates and commissions, To perform the Society to fulfill the objective and to exercise the faculties that they have been entrusted with their character of development banking in this Law.
It is for the Bank of Mexico, in the terms of its Law, to regulate by means of general provisions, the characteristics of passive operations involving Collection of public resources, trusts, mandates and commissions, money market operations, as well as financial operations known as derivatives held by the Company.
Article 10.- The Federal Government will respond at all times to the operations arranged by the National Bank of Foreign Trade, National Credit Society, development banking:
I. With national physical or moral persons; and
II. With private, governmental, and intergovernmental foreign institutions.
THIRD CHAPTER
Social Capital
Article 11.- The social capital of the National Bank of Foreign Trade, National Credit Society, institution of development banking, will be represented by certificates of A total of 66% of the "A" series and 34% of the "B" series. The nominal value of these securities shall be determined in their Organic Regulation.
The "A" series will only be signed by the Federal Government, will be issued in a title that will not carry coupons, which will be untransmittable and at no time will be able to change its nature or the rights conferred on it by the Federal Government itself.
The series "B" may be subscribed by the Federal Government, by the governments of the federal entities and municipalities, or by Mexican natural or moral persons from the social sectors and private, giving preference to those related to foreign trade.
The Secretariat of Finance and Public Credit may authorize entities of the federal public administration, the governments of the federal entities and the municipalities, to to acquire certificates of the said series "B" in a higher proportion than that laid down in Article 15 of the Regulatory Law of the Public Service of Banking and Credit.
Article 12.- The net capital referred to in Article 34 of the Regulatory Law of the Public Service of Banking and Credit shall be the one set by the Secretariat of Finance and Credit Public, hearing the opinion of the Bank of Mexico and the National Banking and Insurance Commission.
Article 13.- At no time may any foreign natural or moral person, or Mexican company, be involved in any form in the capital of the Company. include a direct or indirect exclusion clause from foreigners.
The persons who contravene the provisions of this Article shall lose the participation of the Federal Government in favour of the Federal Government.
Article 14.- The Secretariat of Finance and Public Credit will establish the form, proportions and other conditions applicable to the subscription, tenure and circulation of the "B" string certificates.
CHAPTER FOURTH
Administration and Surveillance
Article 15.- The administration of the National Bank of Foreign Trade, National Credit Society, development banking institution, will be entrusted to a Board of Directors, to a Committee for the Promotion and Support of Foreign Trade and a Director General, in their respective spheres of competence.
Article 16.- The Board of Directors will be composed of fifteen designated counselors as follows:
I. Nine members will represent the "A" series of heritage contribution certificates, which will be:
a) The Secretary of Finance and Public Credit, who will chair the Board of Directors.
b) The Secretary of the Economy, who will have the character of Vice President;
c) The holders of the Secretariats of Agriculture, Livestock, Rural Development, Fisheries and Power; Foreign Relations; Energy; the Undersecretary of Finance and Public Credit; the Deputy Secretary of State; the Assistant Secretary of Foreign Trade and a representative appointed by the Governor of the Bank of Mexico within the 3 hierarchical levels higher than the central institute.
They will be alternates of the mentioned counselors, preferably the public servants of the immediate bottom level below. In the absence of the Secretary of Finance and Public Credit, the Deputy Minister of Finance and Public Credit will have the character of the President of the Board of Directors, in the absence of the latter, will have the character of president the alternate of the Secretary of Hacienda y Crédito Público and in the absence of all the above, who appoint the members present from among the counselors of the "A" series.
II. Four members of the "B" series who will be appointed in terms of the Organic Regulation.
(Repealed second paragraph)
For each owner counselor, an alternate will be appointed, in the form and terms in which the owners are.
(Defeat the fourth and fifth paragraphs)
III. Two directors of the "B" series appointed by the Federal Executive, through the Secretariat of Finance and Public Credit, which will have the character of independent directors. Appointments of independent directors should be made to persons of Mexican nationality who, for their knowledge, good repute, professional prestige and experience, are widely recognized.
The Board of Directors may invite persons whose activities are related to the object of the Society to their sessions.
On the agenda of the sessions of the Board of Directors, the issues to be discussed should be listed and general issues should not be included.
Article 17.- The Board of Directors will meet at least quarterly and will be validly sessioned with the assistance of seven advisors, as long as, they are at least four of those named by the "A" series.
The resolutions will be taken by a majority of the votes of the members present, with the President having a vote of quality, in case of a tie.
Independent members will have no alternates and must attend at least seventy per cent of the sessions that have been convened in an exercise and in case Otherwise, others may be designated with the same characteristics in their place, provided that the absences are not justified in the judgment of the Board of Directors.
Article 18.- They cannot be counselors:
I. The persons who are in the cases referred to in the penultimate paragraph of Article 41 of the Credit Institutions Act;
II. Two or more people who have each other, kinship to the third degree of consanguinity or affinity;
III. Those who occupy a position of popular choice, as long as they are in the exercise of it, and
IV. Additionally, independent counselors should not have:
a) Gender or employment link with the Society;
b) Important patrimonial Nexus and/or employment relationship with a natural or moral person who is a creditor, debtor, client or Provider of the Company;
c) Conflict of interest with the Company, as clients, suppliers, debtors, creditors, important or any other nature, and
d) The representation of associations, guilds, federations, confederations of workers or employers, or sectors of attention that relate to the object of the Society or are members of its management bodies.
Advisors will be required to communicate to the Chairman of the Board of Directors on any situation that may result in a conflict of interest, as well as to abstain from participate in the corresponding deliberation. They shall also maintain absolute confidentiality on all acts, events or events that may affect the operation of the Company, including the deliberations of the Board of Directors, while such information has not been made. knowledge of the public.
Article 18a.- These are causes of removal of the "B" series counselors and the independent counselors:
I. Mental incapacity, as well as physical incapacity to prevent the correct exercise of their functions for more than six months;
II. Failure to comply with the Directing Council agreements or to act deliberately in excess or defect of their privileges;
III. Use, for personal or third-party benefit, the confidential information available to you on the basis of your charge, as well as disclose such information without the authorization of the Board of Directors, and
IV. Submit knowingly to the consideration of the Board of Directors, false information.
In addition to the causes of removal identified in this precept, the directors of the "A" series and the Director General will be removed from their position when their responsibility by final judgment given by competent authority, to be placed in any of the cases contained in the Federal Law on Administrative Responsibilities of Public Servants.
Article 19.- The Board shall direct the Company in the terms of the provisions of Article 20 and other matters relating to the Regulatory Law of the Public Service of Banking and Credit.
The Board of Directors may agree to carry out the operations inherent in the object of the Company. The Agreements which, in their case, dictate the operations provided for in sections VI and XI of Article 30 of the Regulatory Law of the Public Service of Banking and Credit, shall consider the proposal of the Director General.
Article 20.- The following are also the powers of the Board of Directors:
I. Approve the Annual Activities Report presented to you by the Director General;
II. Repeals
III. Approve the investments in venture capital referred to in section IV of the article 6., the second part of Article 7o. and Article 32 of this Law and its disposal, establishing the modalities it deems appropriate;
IV. Approve the other specific programs and internal regulations of the Society that present the Director General, subject to the authorization of the Secretariat of Finance and Public Credit;
V. Other than that provided for in the organic regulation;
VI. Issue the rules and criteria to which the compilation and exercise of the Company's current expenditure and physical investment budget should be subject, as well as the approval of that budget and the modifications to be made during the exercise, once authorized the global amounts of these concepts by the Secretariat of Finance and Public Credit, and
VII. Approve, on a proposal from the human resources and institutional development committee, in accordance with the provisions of article 42, fraction XVIII of the Law of Credit Institutions, the organic structure, tabulators of salaries and benefits, wage policy and for the granting of extraordinary perceptions for the fulfillment of goals that are subject to the evaluation of performance, taking into account the conditions of the labor market prevailing in the Mexican financial system; promotions, promotions and retirements; selection guidelines, recruitment and training; separation criteria; and other economic and social security benefits established for the benefit of the public servants working in the Company.
Article 21.- The Committee for the Promotion and Support of Foreign Trade, a delegated body of the Board of Directors, will be composed of five members who will be the Secretary The Secretary of Finance and Public Credit; the Foreign Secretary; the Director General of the Bank of Mexico; and the Director General of the National Foreign Trade Bank. Each individual member shall appoint his alternate member, who shall be the official of the immediate hierarchy below the holder.
Article 22.- The Committee shall meet at least once a month or at least once a month if the importance of such matters warrants it; it shall be fully in session with the assistance of three of its members, chief advisers.
Article 23.- The Foreign Trade Promotion and Support Committee will have the following powers:
a) Propose policies on granting credits and guarantees to support the country's foreign trade.
b) Recommend the maximum risks of credit liability by country, in those export operations.
c) Recommend maximum liability risks for insurance and credit guarantee per country.
d) Suggest when an export operation should be considered in the national interest.
e) Consider those operations which, by their own characteristics, do not correspond to international practice.
f) Suggest participation in the activities inherent in the promotion of foreign trade, such as dissemination, study of exportable products and services, sales systems, support for the marketing and organization of producers, traders, distributors and exporters.
g) Create Regional Advisory Committees with the participation of the organized exporters.
The others that the Board of Directors entrusts him.
Article 24.- The Director General will be appointed by the Federal Executive through the Secretary of Finance and Public Credit, and this appointment must be placed in a person who meets the requirements laid down in Article 24 of the Regulatory Law of the Public Service of Banking and Credit.
Article 25.- The Director General shall be responsible for the administration and legal representation of the National Bank of Foreign Trade, National Credit Society, development banking, and without prejudice to the privileges that correspond to the Board of Directors to that effect, shall have the following powers and functions:
I. In the exercise of its powers of legal representation, it may conclude or grant all kinds of acts and documents inherent in the object of the Society. For this purpose, it will have the most extensive powers to carry out acts of dominion, administration, litigation and collection, even of those that require special authorization according to other laws or regulations. In such a virtue and in an enunciative and non-limiting manner, they may issue, endorse and negotiate evidence of credit, request and grant forgiveness, exercise and desist from judicial proceedings, including in the trial of amparo; (a) to provide general and special powers with all the powers which are responsible for it, even those requiring special provision, replacing them, revoking them and granting powers of substitution to the proxies; Board of Directors in the case of granting general powers for domain acts;
I Bis. Inform the Secretariat, prior to the authorization of the instances the operations that may be linked to the object of the other development banking institutions;
II. Run the resolutions of the Board of Directors;
III. Take the social signature;
IV. Act as a General Trust Delegate;
IV bis. Decide to appoint and hire the public servants of the Society, different from those mentioned in Article 42 of the Credit Institutions Act, as well as the appointment and removal of trust delegates; manage staff as a whole, and establish and organize the institution's offices;
V. Those delegated to you by the Board of Directors; and
VI. Those that point to the Organic Regulation of the Institution.
Article 26.- The supervision of the Company shall be carried out by the organs and in the terms indicated in the Credit Institutions Act and the provisions of general character issued by the National Banking and Securities Commission.
Item 27.- (Repealed)
Article 28.- Only the Managers will be able to appear to acquit positions in the terms of the corresponding procedural law. Other officials shall do so by trade.
CHAPTER QUINTO
General Provisions
Article 29.- The Secretariat of Finance and Public Credit will interpret this Law for administrative purposes, and may issue the additional provisions required in the application of the same.
Article 30.- The Company's operations and services shall be governed by the provisions of this Law, and shall be provided by the Regulatory Law of the Public Service of Banking and Credit, by the Organic Law of the Bank of Mexico and by the other applicable provisions.
Article 31.- The Company will annually formulate its financial programs, general spending and investment budgets, as well as its operational programs to the guidelines, measures and mechanisms that the Secretariat of Finance and Public Credit establishes.
The modalities in the allocation of resources will be authorized by the Secretariat of Finance and Public Credit, in the terms of Article 31 of the Law of Institutions of Credit; which shall ensure the best use and the most appropriate channelling of the resources of the institution in the framework of the management autonomy required for its effective operation, in accordance with the applicable legal provisions.
Article 32.- The participation in the share capital of companies referred to in Article 6 (IV). and the second part of Article 7o. of this Law, shall be subject, in an analogous manner, to the provisions of Article 57 of the Regulatory Law of the Public Service of Banking and Credit.
The investments referred to in this article will only compute to consider the broadcasters as state participation companies, when the Federal Executive issues the agreement. (a) in which it is stated that undertakings in the terms of the applicable provisions have been regarded as entities of the Federal Public Administration.
Article 33.- Prior to the authorization of the Secretariat of Finance and Public Credit, the Company shall constitute the reserves and funds necessary for the proper performance of the The purpose of this Law is to commend it. The quantities that have been taken to those reserves and funds shall not be considered as remaining operational.
Fixed the amount of the remaining and separate the amount that corresponds to pay for the respective tax and for the participation of the workers in the profits of the institution, the balance shall be applied in accordance with the terms laid down in the Organic Regulation.
Article 34.- The Society will have a human resources and institutional development committee, which will be integrated as follows:
Three representatives of the Secretariat of Finance and Public Credit, the Deputy Secretary of State, the Undersecretary of Finance and Public Credit and the Head of the Unit of Development Banking;
A person appointed by the Board of Directors, who for their knowledge and professional development, has extensive experience in the area of human resources;
A member of the Board of Directors that has the character of an independent;
The Director General of the Society, and
A representative of the National Banking and Securities Commission with voice, but no vote.
The Director-General of the Company shall refrain from participating in the Committee's meetings, which are intended to issue opinions or recommendations with regard to his/her salary, economic benefits and social security benefits.
This Committee will express and propose, the tabulators of salaries and benefits, wage policy and the granting of extraordinary perceptions for the fulfillment of targets subject to performance evaluation; promotion, promotion and retirement policies; selection, recruitment and training guidelines; separation criteria; and other economic and social security benefits established in the the benefit of the public servants working in the Society.
The Secretariat of Finance and Public Credit will establish criteria in terms of occupational structure, wage movements, extraordinary perceptions, and (a) benefits, which must be observed by the Committee. The Company shall also provide the Secretariat with the information it requests.
This Committee will meet at the request of the Director General of the Society, who will send the respective call to the members of the Society, where he will establish the order of the day, as well as the place and date for the celebration of the session. Their decisions will be taken by a majority of votes. The Undersecretary of Finance and Public Credit, who will preside over it, will have a vote of quality in case of a tie. The Committee will also have a technical secretary, who will have a voice, but without a vote.
The other members of the Committee shall have their alternate members, except the independent counsel and the professional with experience in the area of human resources. who will preferably be public servants of the next immediate lower level and must have at least a general manager level.
In the event of the absence of the Deputy Secretary of Finance and Public Credit, without prejudice to the right to vote of his alternate, he shall preside over the Committee and shall exercise the vote of Holder of the Development Banking Unit.
Article 35.- The Company will grant its financing through private financial institutions that partially or fully assume the risk of recovery these supports.
The provisions of the preceding paragraph shall not apply to the following operations:
I. The equity investment and investments in the money market;
II. The financing for a total amount equal to that determined by the Board of Directors with the prior authorization of the Secretariat of Finance and Public Credit;
III. The operations corresponding to the work-related benefits granted in a general manner;
IV. The operations carried out with the Federal Government, the parastatal sector entities, federal entities and the municipalities, and
V. The financing of infrastructure and public services projects that are derived from concessions, contracts for the provision of services, public works, housing and industrial parks, permits and authorizations of the authorities federal, federal entities and municipalities, as well as their parastate and paramunitial entities.
The financing of this fraction may be granted as long as it is a majority of projects related to its object.
Article 36.- The Company shall provide the legal assistance and defense services to the members of its Board of Directors, committees established by it or provided for by law and by public servants working or working in the institution itself, in respect of the acts which those persons carry out in the exercise of the functions entrusted to them by law and compliance with the guidelines to be issued by the Secretariat of Finance and Public Credit.
Such legal assistance and defence shall be provided even if the persons indicated cease to perform their duties or provide their services to the Company, provided that they are acts performed in the performance of their duties or activities in the service of the Company.
Legal assistance and advocacy will be provided by the resources with which the Company will count for these purposes. If the competent authority gives the subject of the legal aid final judgment which it causes to be enforceable against him, that person shall reimburse the Company for the costs and any other charges which it has made with respect to the reason for legal assistance and advocacy.
The provisions of this article shall apply without prejudice to the obligation of the subjects of legal assistance and defense to render the reports to them. required in terms of the applicable legal provisions as part of the performance of their duties.
TRANSIENT
Article First.- This Law will take effect the day after its publication in the Official Journal of the Federation.
Article 2.- The authorizations, powers, mandates and other legal acts and administrative measures, granted, dictated or concluded in accordance with the provisions applicable, shall continue in force until they are revoked or amended by the competent bodies and authorities.
Article Third.- The Organic Regulation of the Company shall be issued within a period not greater than 180 days from the date of the validity of this Law. Until such time, it will continue in force on 26 July 1985.
Article Fourth.- As long as the Organic Regulation referred to in the previous article is not issued, the registered office of the National Bank of Foreign Trade, National Society Credit, development banking institution, will be Mexico City, Federal District.
Mexico, D. F., at December 19, 1985.- Fernando Ortiz Arana, Dip. President.-Heading.- Relief Diaz Palacios, Sen. President.-Heading.- Juan Moises Calleja, Dip. Secretary.-Heading.- Guillermo Mercado Romero, Sen. Secretary.-Rubicas.
In compliance with the provisions of Part I of Article 89 of the Political Constitution of the United Mexican States and for their proper publication and observance, I request this Decree, at the residence of the Power Federal Executive, in Mexico City, Federal District, on the twentieth day of December of a thousand nine hundred and eighty-five.- Miguel de la Madrid H.-Rubrica.-The Secretary of the Interior, Manuel Bartlett D.-Rubrica.-El Foreign Secretary, Bernardo Sepulveda Amor.-Heading.-P. A. del Secretary of Finance and Public Credit, the Assistant Secretary of the Office, Francisco Suarez Davila.-Heading.-The Secretary of Programming and Budget, Carlos Salinas de Gortari.-Heading.-The Secretary of the Comptroller's Office General of the Federation, Francisco Rojas Gutiérrez.-Heading.-The Secretary of Energy, Mines and Industry Parastate, Francisco Labastida Ochoa.-Heading.-P.A. of the Secretary of Commerce and Industrial Development, the Assistant Secretary Office, Mauritius of Mary and Fields.-Heading.-The Secretary Agriculture and Water Resources, Eduardo Pesqueira Olea.-Heading.
