Key Benefits:
AGREEMENT through which the Organic Regulation of the National Bank of Public Works and Services, National Credit Society, Institution of Development Banking is modified integrally.
Agreement 38/2016
AGREEMENT BY WHICH THE ORGANIC REGULATION OF THE NATIONAL BANK OF PUBLIC WORKS AND SERVICES, NATIONAL CREDIT SOCIETY, INSTITUTION OF DEVELOPMENT BANKING
AMENDED INTEGRALLY.LUIS VIDEGARAY CASO, Secretario de Hacienda y Crédito Público, based on Articles 31, fractions VII and XXXIV of the Organic Law of the Federal Public Administration; 30, second and last paragraphs 38, first paragraph both of the Credit Institutions Act, in exercise of the powers conferred on me by article 6o, twenty-first of the Rules of Procedure of the Secretariat of Finance and Public Credit, and
CONSIDERING
That the H. Congress of the Union, by decree published in the Official Journal of the Federation on January 20, 1986, issued the Organic Law of the National Bank of Public Works and Services.
That the Secretariat of Finance and Public Credit issued the Organic Regulation of the National Bank of Public Works and Services, the National Credit Society, the Institution of Development Banking, published in the Official Journal of the Federation on 2 April 1991 and reformed by Agreements published in the same official journal on 8 March 1993, 23 December 1996, 22 April 1998, 30 May 2000, 31 July 2001 and 7 September 2000 of 2005.
That the Federal Executive issued the decree for reform, adding and repealing various financial provisions, and issuing the Law for Regular Financial Pools, published in the Official Journal of the Federation on January 10, 2014, through which various provisions of the Organic Law of the National Bank of Public Works and Services were modified.
As a result of the aforementioned reforms, it is necessary to amend the Organic Regulation of the National Bank of Public Works and Services, National Credit Society, Institution of Development Banking, to effect to adapt this regulatory instrument to the provisions contained in both the Credit Institutions Act and the Organic Law of the National Bank for Public Works and Services;
That the Board of Directors of the National Bank of Public Works and Services, National Credit Society, Institution of Banking Development, at its meeting held on August 12, 2015, agreed to propose to the Secretary of Finance and Public Credit to increase the amount of $7,500 '000,000.00 (SEVEN BILLION PESOS 00/100 M.N.) to the social capital of the institution, to be set at $20 000' 000,000.00 (twenty billion pesos 00/100 M.N.), as well as propose to the Secretariat of Finance and Public Credit to modify the Article 7 of the Organic Regulation of the National Bank of Public Works and Services, National Credit Society, Institution of Development Banking, derived from the increase of said social capital.
That it is up to the Secretariat of Finance and Public Credit to issue, subject to the provisions of the Law on Credit Institutions and the Organic Law of the National Bank of Works and Services. Public, the Organic Regulation of the National Credit Society in which the bases are established according to which, its organization and operation will be governed, I have had to issue the following:
AGREEMENT BY WHICH THE ORGANIC REGULATION OF THE NATIONAL BANK OF PUBLIC WORKS AND SERVICES, NATIONAL CREDIT SOCIETY, INSTITUTION OF DEVELOPMENT BANKING
AMENDED INTEGRALLY.FIRST CHAPTER
Society
ARTICLE 1o.- The National Bank of Public Works and Services, National Credit Company, Institution of Development Banking, is constituted under the Law of Credit Institutions and its own Organic Law, with legal personality and own heritage.
ARTICLE 2o.- This Organic Regulation is intended to establish the basis according to which the organization and functioning of the Society will be governed.
ARTICLE 3o.- The National Bank of Public Works and Services, in its character as a National Credit Company, a Development Banking Institution, will provide the banking and credit services with the objectives and priorities of the National Development Plan and in particular the National Development Financing Program, according to the sectoral, regional and institutional programs and the state and municipal plans, to promote and finance the activities and sectors entrusted to it in its own law Organic, with the purpose of contributing to the sustainable development of the country.
ARTICLE 4.- The National Bank of Public Works and Services, as a National Credit Society, Institution of Development Banking, will have as its object: to promote and finance the priority activities the Federal Government, Mexico City, state and municipal governments, and their respective public authorities for the state and the like in the fields of urban development, infrastructure and public services, housing, communications and transport and the activities of the construction industry.
ARTICLE 5o.- The Company's home address will be in Mexico City.
The Company may, after approval of its Board of Directors establish or close branches or agencies or any other class of offices and appoint correspondents, at home or abroad, with the express authorization of the Secretariat of Finance and Public Credit, in terms of the provisions of Article 42 of the Law on Credit Institutions, as well as the designation of a conventional domicile in the acts that it carries out and the contracts it holds.
ARTICLE 6o.- The Society will have indefinite duration.
CHAPTER SECOND
From The Social Capital
ARTICLE 7o.- The Social Capital of the National Bank of Public Works and Services, National Credit Society, Institution of Development Banking, is $20 000 ' 000,000.00 (twenty billion pesos). 00/100 M.N.).
This Social Capital will be represented by 13,200 ' 000,000 (thirteen MIL two hundred million) of equity certificates of the "A" Series, with a nominal value of $1.00 (UN weight 00/100 M.N.) each and for 6,800 ' 000,000 (SEIS THOUSAND EIGHT HUNDRED MILLION) of equity certificates of the Series "B", with a nominal value of $1.00 (UN weight 00/100 M.N.) each.
The social capital may be increased or reduced in accordance with the provisions of Article 38 of the Law on Credit Institutions, on the proposal of the Board of Directors of the Company, by agreement of the Secretariat
of Finance and Public Credit, and through reform of this Regulation.
ARTICLE 8o.- When the Company announces its share capital it must at the same time announce its
paid capital.
ARTICLE 9o.- The certificates of equity contribution, will be nominative credit titles, in the terms of Article 32 of the Credit Institutions Act, divided into two series.
The "A" Series will represent at all times 66% of the capital of the Company, will only be subscribed by the Federal Government, will be issued in a title that will not carry coupons, which will be untransmittable and in no case may change its nature or the rights it confers on the Federal Government itself.
The "B" Series will represent the remaining 34% of the social capital and can be subscribed by the Federal Government, by the governments of the federal entities and municipalities, and by Mexican physical and moral people, in the terms of Articles 32 of the Credit Institutions Act, and 12 of its Organic Law.
The "B" Series patrimonial certificates will be transcribed the provisions contained in Articles 33, 34, 35 and 36 of the Credit Institutions Act and will be signed by two members to be determined by the Board of Directors from among the representatives of the "A" Series of the certificates of patrimonial contribution. These signatures may be printed with facsimile, and the original signatures must be deposited in the Public Registry of Commerce of the Company's domicile.
ARTICLE 10.- The Company may issue provisional nominative certificates to be redeemed on its opportunity for definitive securities.
The provisional and final titles must contain all the data necessary for your holder to be able to know and exercise the rights that the certificate confers on you.
ARTICLE 11.- The subscription, holding and circulation of the "B" Series equity certificates will be held throughout the time as provided for by the Credit Institutions Act and the following provisions:
I. The definitive titles in which the certificates of patrimonial contribution of the "B" Series of this Company are established, must express and contain:
a) The name and address of the holder or holders, as well as their main occupation and, where applicable, their
social object;
b) The name and address of the Company;
c) The express mention of being a heritage contribution certificate;
d) The amount of the Company's share capital, the number of certificates corresponding to the "B" Series and the nominal value of the contribution certificates patrimonial;
e) The specific mention of belonging to the "B" series and the indication that it represents 34% of the social capital of the issuing institution, as well as the progressive number allowing the individualisation of each certificate;
f) The transcripts that for these titles point to article 9o. of this Organic Regulation, and
g) The autograph or facsimile signature of the members of the Board of Directors that conforms to the last paragraph of Article 9o. of this Organic Regulation can subscribe to such titles.
II. Each certificate of ownership of the "B" Series, is indivisible, and consequently when there are several owners of the same certificate, they will appoint a common representative, and if they do not agree, the appointment will be made by the competent judicial authority;
III. The Company shall cease to register in the register of certificates of patrimonial contribution of the Series "B" referred to in Article 36 of the Law of Credit Institutions, the transmissions that are carried out without adjusting to the Law and as provided for in this article, and
IV. The Secretariat of Finance and Public Credit, as provided for in Article 12 of the Organic Law of the Bank, may authorize the acquisition of certificates of the said Series "B" in a proportion greater than 5% of the paid capital of the Company, to the entities of the Federal Public Administration and the governments of the federal entities and the municipalities.
ARTICLE 12.- At no time will any foreign physical or moral persons, or Mexican companies in whose statutes include any such clause, participate in any form in the capital of the Company. direct and indirect exclusion of foreigners.
Persons who contravene the provisions of this Article shall lose the participation of the Federal Government in favour of the Federal Government.
ARTICLE 13.- The Company will keep a record of the "B" Series heritage contribution certificates and will consider as owners those who appear to be registered as such.
The registration shall contain the name and address of the holder, as well as its main occupation and, where appropriate, social object; the indication of the certificates belonging to him, expressing the numbers and the other In addition, the data relating to transmissions carried out under the terms of Article 36 of the Credit Institutions Act shall also be specified.
ARTICLE 14.- In cases where the paid capital is increased, the following will be observed:
I. The holders of the "B" Series heritage contribution certificates may acquire those corresponding to the agreement adopted, on an equal footing and in proportion to the number of certificates; by delivery of the corresponding coupon and their cash payment, and
II. After the deadline which the Board of Directors points out, it may not be less than 30 calendar days from the date on which the agreement of the Board of Directors, the certificates, is published in the Official Journal of the Federation not acquired from the Series "B" will be placed directly by the Company, observing the provisions of article 34 of the Law of Credit Institutions.
THIRD CHAPTER
From Administration and Surveillance
ARTICLE 15.- The administration of the National Bank of Public Works and Services, National Credit Society, Institution of Development Banking, will be entrusted to a Board of Directors, and a Director General, in their respective spheres of competence, in accordance with their Organic Law.
ARTICLE 16.- The Board of Directors will consist of fourteen designated counselors as follows:
I. Seven advisors 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 holders of the Secretariats of Social Development, Tourism and Communications and Transports; the Undersecretary of Finance and Public Credit; the Deputy Secretary of State and a representative appointed by the Governor of the Bank of Mexico within the 3 higher hierarchical levels of the Central Institute.
In the absence of the Secretary of Finance and Public Credit, the Undersecretary of Finance and Public Credit, will have the character of President of the Council, in the absence of the latter will have the character of president the deputy of the Secretary of Finance and Public Credit and in the absence of all the former, who appoint the members present from among the members of the "A" series.
They will be alternates of the directors of the "A" Series of certificates of patrimonial contribution, preferably the public servants of the next lower level;
II. Five members of the "B" Series of patrimonial contribution certificates, represented by three Governors or two of these and the Head of Government of Mexico City, as well as two Municipal Presidents, who will be appointed by the Council Director, on a proposal from the President of the same, from among the governments of the States, Municipalities and Mexico City, based on the consideration of the following criteria:
a) That the volume of operations of the federal entity or municipality is representative in the Institutional Program, and
b) That correspond to a development priority entity or sector, according to the National Planning criteria.
For each advisor who owns the "B" Series of certificates of equity, an alternate will be appointed, in the form and terms in which the owners are, who must have at least the level of the lower immediate hierarchical member than supla.
The directors of the "B" Series of equity certificates will last for one year and will be able to continue on the same until they are replaced.
The resignation of the directors of the "B" Series of heritage contributions will be presented to the Board of Directors of the company, who will appoint the new directors.
Members of the "B" Series of heritage certificates that are designated to fill vacancies, will last in their capacity for the time that is missing for the replacement counselor;
III. Two external directors of the "B" Series of wealth certificates appointed by the Federal Executive, through the Secretariat of Finance and Public Credit, which will have the character of an independent counsel.
The appointment of independent directors should be made to persons of Mexican nationality who, due to their knowledge, good repute, professional prestige and experience, are widely recognized.
The position of counselor is personal and cannot be performed by representatives.
ARTICLE 17.- The sessions of the Board of Directors shall be held, at least quarterly in the days and hours previously agreed by the Council itself, except for sessions extraordinary that the President may convene when he considers it necessary or at the request of at least two members of the "A" Series of certificates of financial contribution or of the Director General, through the Secretary of the Council.
Invariably, the calls to the sessions of the Board of Directors will be made in writing prior to their celebration, addressed to the councilors.
The Board of Directors shall validly meet with the assistance of at least six of its members, provided that at least four of those appointed by the "A" Series are among them. Certificates of patrimonial contribution.
The resolutions will be taken by a majority of the votes of the members present, with the President having a vote of quality for the case of a tie.
Independent members will have no alternates and must attend at least seventy per cent of the sessions which have been convened in an exercise and, if not, others may be appointed with the same characteristics in 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 by fractions II to VI of Article 23 of the Credit Institutions Act;
II. Two or more people who have, each other, kinship to the third degree by consanguinity
or by affinity;
III. Additionally, independent counselors should not have:
a) Attachment or employment link with the Company;
b) Nexo patrimonial and/or employment relationship with a natural or moral person who is a creditor, debtor, client or provider of the Company;
c) Conflicts of interests with the Company which, because of their importance, may affect the impartial performance of their position, as being clients, suppliers, debtors, creditors or any other nature, and
d) The representation of associations, guilds, federations, confederations of workers, employers, or sectors of attention that relate to the object of the Society or are members of its
management bodies.
If any of the appointed directors are to be understood, during the exercise of their office in any of the above cases, they shall be replaced by their alternate for the duration of the term of office. impairment and no designation of the owner counselor.
Counselors should communicate to the President of the Board of Directors about any situation that may result in a conflict of interest, as well as to refrain from participating in the deliberation. corresponding.
Also, the directors shall maintain absolute confidentiality on all acts, events or events that may affect the operation of the Company, including the deliberation of the Board of Directors. Manager, as long as such information has not been made public knowledge.
ARTICLE 19.- These are causes for the removal of directors from the "B" Series of assets and independent directors:
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 Board of Directors agreements or to act deliberately in excess or defect of
their attributions;
III. Use, for the benefit of yourself or third parties, 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;
IV. Submit, knowingly, the consideration of the Board of Directors, false information, and
V. With regard to the independent directors, not to attend the meetings of the Board of Directors in the percentage provided for in the last paragraph of Article 17 of this Organic Regulation.
In addition to the causes of removal identified in fractions I to IV of this article, to the directors of the "A" Series of certificates of patrimonial contribution and to the Director General, they will be removed from their position where their liability is determined by a final decision rendered by competent authority, to be placed in any of the cases contained in the Federal Law on Administrative Responsibilities of Public Servants.
ARTICLE 20.- The Board of Directors will appoint its Secretary and Prosesecretary from among the public servants of the Society.
The Secretary or, where appropriate, the ProSecretary of the Board of Directors shall lift the minutes of the sessions, which shall be settled in the book of minutes which shall be signed by the President for this purpose. and by the Secretary, or the Prosesecretary. It shall also authorise copies of such minutes and agreements; it shall subscribe to the respective citations and issue the appropriate certifications.
ARTICLE 21.- The Board of Directors shall direct the Company in the terms of the provisions of Article 42 and other relative of the Credit Institutions Act.
The Board of Directors may agree to carry out the operations inherent in the object of the Company.
Agreements which, if any, dictate in respect of the operations provided for in fractions VI to XI of Article 46 of the Law on Credit Institutions, shall consider the proposals of the Director General.
The indomitable powers of the Board of Directors shall be exercised in accordance with the applicable provisions.
ARTICLE 22.- They will also be inselectable powers of the Board of Directors, the following:
I. Approve the Annual Activities Report presented to you by the Director General;
II. Approve the other specific programs and internal regulations of the Society presented to it by the Director General, in order to submit them to the authorization of the Secretariat of Finance and Public Credit;
III. 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 the exercise, once authorized the global amounts of these concepts by the Secretariat of Finance and Public Credit, and
IV. 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 23.- The Director General will be appointed by the Federal Executive through the Secretary of Finance and Public Credit, and his appointment should be the responsibility of the Director General. in Article 24 of the Credit Institutions Act.
ARTICLE 24.- The Director General shall be responsible for the administration and legal representation of the National Bank for Public Works and Services, the National Credit Company, the Institution of Banking Development, without prejudice to the privileges that correspond to the Board of Directors, to the effect it will have the following faculties 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. It shall have the most extensive powers to carry out acts of domain, administration, litigation and collection, even those that require special authorization in accordance with other laws or regulations;
II. Report to the Secretariat of Finance and Public Credit, prior to the authorization of the corresponding instances, the operations that may be linked to the object of the other development banking institutions;
III. Run the resolutions of the Board of Directors;
IV. Take the social signature;
V. Act as a General Trust Delegate;
VI. Manage the goods and businesses of the Company, conclude the agreements and contracts, as well as execute all the acts that are required for the ordinary course of the Institution;
VII. Propose to the Board of Directors the hiring, appointment and removal of the public servants of the Company who hold positions with two immediate hierarchies below that of their rank and present the license applications, as well as the Resignations of the same;
VIII. Decide on the designation and hiring of the Company's public servants, other than those mentioned in Article 42 of the Credit Institutions Act, as well as the designation and removal of
the trust delegates; personnel as a whole and establish and organize the offices
of the Institution;
IX. Propose to the Board of Directors the creation of regional advisory and credit committees, as well as those deemed necessary for the fulfilment of the object of the Society; and to provide what is necessary for their proper integration and operation;
X. Present to the Board of Directors for approval the annual basic financial statements of the Company, together with the report of the external commissioners and auditors;
XI. Authorize the publication of the institution's monthly balance sheets according to the bases agreed by the Board of Directors;
XII. Propose to the Board of Directors the establishment, relocation and closure of branches, agencies or any other class of offices in the country and abroad;
XIII. Submit to the Board of Directors the Company's operational and financial programs and the general budget of expenditure and investment;
XIV. Present to the Board of Directors the proposals for amendments to this Organic Regulation;
XV. Submit to the Board of Directors, the approval of the general bases in which the guidelines for the disposal of assets and liabilities of the institution and their respective proposals are established;
XVI. Present to the Board of Directors the proposals for the acquisition, leasing and disposal of movable and immovable property that the Company requires, as well as the policies and general bases that regulate the agreements, contracts, orders or agreements that the institution with third parties, in such matters, should be held in accordance with the applicable rules;
XVII. Propose to the Board of Directors, the issuance of subordinate obligations;
XVIII. Participate in the Board's sessions with voice and no vote, and
XIX. Those delegated to it by the Board of Directors, and those establishing the general provisions or other legal systems.
ARTICLE 25.- The designation of Trustees and the public servants of the Society who hold positions with the two immediate hierarchies inferior to that of the Director General, will be made on the basis of on the merits obtained at the Institution and subject to the provisions of Articles 24 and 43 of the Law on Credit Institutions.
ARTICLE 26.- The supervision of the Company shall be carried out by the organs and in the terms indicated in the Law of Credit Institutions and the general provisions issued by the Commission National Banking and Securities.
ARTICLE 27.- For the fulfilment of the powers and obligations conferred upon them by the Credit Institutions Act, the Commissioners may, together or separately, exercise the following functions:
I. Request the Director-General for quarterly information including at least one state of the financial situation and a statement of results of the Company;
II. Carry out an examination of the operations, documentation, registration and other constances, in the degree and extent necessary to carry out the internal surveillance of the Society and to provide a foundation for the opinion to which the fraction refers next;
III. Render annually to the Board of Directors a report on the veracity, sufficiency and reasonableness of the information presented by the Director General to the Council itself, and should include its opinion on whether the accounting policies and criteria, Current expenditure and investment exercise, and information followed by the Company, are adequate and sufficient, in accordance with the provisions of the Credit Institutions Act; if its application is consistent with the information presented to the Board of Directors, and if as a consequence such information reflects in truthful and sufficient financial and performance status of the Company;
IV. Make the points you consider relevant to be inserted on the agenda of the sessions of the Board of Directors;
V. Assist with voice, but without a vote, to all the sessions of the Board of Directors to which they will be called, and
VI. Monitor the Company's operations at any time.
In the case of fractions II and VI of this article, the commissioners appointed by the Secretariat of the Civil Service shall observe at all times the limitations set forth in Article 44 Bis 1 of
the Credit Institutions Act for that Secretariat.
The Commissioners referred to in the previous paragraph will monitor the Company's conduct of its activities under the relevant sectoral programme and the respective institutional programme.
The performance of the commissioners will be subject to the provisions of Article 142 of the Credit Institutions Act in any time.
ARTICLE 28.-The commissioner appointed by the Secretariat of the Civil Service will last in his post until his appointment is revoked, and the one appointed by the directors of the "B" Series certificates of patrimonial contribution, for the term of a social exercise, and may be reappointed.
The Commissioner designated by the "B" Series of certificates of equity, will continue in the performance of his duties, even when the period for which he has been appointed ends, as long as it is not done. new designation and the replacement takes office.
CHAPTER FOURTH
From Social Exercise and Remainer Distribution
ARTICLE 29.- The social exercise will comprise a calendar year, counting from 1o. from January to 31 December of each year.
ARTICLE 30.- With the express authorization of the Secretariat of Finance and Public Credit, the Company shall constitute the reserves and funds necessary for the proper fulfillment of its object. In the terms of Article 30 of its Organic Law, at least the following reserves shall be constituted:
I. Separate annually, at least 10% of the net income to constitute the Legal Reserve Fund, until such reserve reaches an amount at least equal to the social capital paid;
II. Up to 20% of the liabilities held by the institution in foreign currency, and
III. The amount determined by the Secretariat of Finance and Public Credit to constitute and increase other reserves.
Fixed the amount of the remaining amount of operation and separate the amount that corresponds to pay for the respective tax and for the participation of the workers in the profits of the Company, the balance will be applied as follows:
a) The amount that the Board of Directors agrees to be allocated to be distributed as utilities among the holders of patrimonial contribution certificates is to be taken, and
b) The balance, if any, will be applied in the way that the Board of Directors agrees.
ARTICLE 31.- The Board of Directors will agree on the date on which the holders of the certificates of equity will be able to charge the profits that correspond to them and will send to announce the date and the utilities agreed upon, by publication in a newspaper of broad circulation in the Mexican Republic.
If any holder of an equity certificate does not charge the corresponding profits within the five-year term from the date designated by the Board of Directors, it shall be deemed to be prescribed their right and the profits will pass in favor of the Society
TRANSIENT
ARTICLE FIRST.- This Agreement shall enter into force on the day following that of its publication in the Official Journal of the Federation.
ARTICLE SECOND.- The National Bank of Public Works and Services, National Credit Company, Institution of Development Banking, in terms of the applicable legal provisions, will proceed the acts necessary to comply with this Agreement.
Mexico City, to May 18, 2016.-The Secretary of Finance and Public Credit, Luis Videgaray Case.-Heading.
