Read the untranslated law here: http://www.ordenjuridico.gob.mx/Documentos/Federal/html/wo117714.html
AGREEMENT through which it modifies integrally regulation organic of the Bank national of works and services public, SociedadNacional of credit, institution of banking of development.
Agreement 38 / 2016 AGREEMENT THROUGH WHICH IS MODIFIES INTEGRALLY THE REGLAMENTOORGANICO OF THE BANK NATIONAL OF WORKS and SERVICES PUBLIC, SOCIETY NATIONAL CREDIT, INSTITUTION OF BANKING OF DEVELOPMENT LUIS VIDEGARAY CASE, Secretary of Hacienda and credit public, with basis in them articles 31, fractions VII and XXXIV of the law organic of the Administration public Federal; 30, second and last paragraphs and 38 , first paragraph both law credit grassroots, in exercise of the powers conferred on me article 6o., fraction XXI of the rules inside of the Secretary of Hacienday public credit, and CONSIDERING that the H. Congress Dela Union, by a decree published in the official journal of the Federation el20 of January 1986, issued the organic law of the National Bank of works public services.
That the Secretariat deHacienda and credit public issued the regulation organic of the Bank national works and services public, society national of credit, institution of portal development, published in the daily official of the Federation the 2 of April 1991 and reformed through agreements published in the same medium official day 8 of March of 1993, 23 of December of 1996, 22 of April of 1998 , 30 cecii de 2000, 31 of July of 2001 and 7 of September of 2005.
That the EjecutivoFederal issued the DECREE by which is reform, added and repealed diversasdisposiciones in matter financial and is issued the law for Regular lasAgrupaciones financial, published in the daily official of the Federation the 10 January of 2014, through which is modified various provisions of Thelaw organic of the Bank national of works and services public.
That derivative of lasreformas cited, is necessary modify the regulation organic of the BancoNacional of works and services public, society national of credit, institution of banking of development, to effect of adapt said instrumentonormativo to the provisions contained both in the law of institutions credit as in it law organic of the Bank national of works and utilities;
That the ConsejoDirectivo of the National Bank of public works and services, society national credit, development banking institution, at its meeting of 12 ofaugust 2015, agreed to propose to the Ministry of finance and credit Publicoaumentar to the social capital of the institution the amount of $7,500 000,000.00(SIETE MIL QUINIENTOS MILLONES DE PESOS 00/100 M.N.), to be set at$ 20,000, 000 000.00 (twenty thousand million pesos 00/100 M.N.), as well as to propose to the Treasury Ycredito public modify article 7 of the organic regulation of the BancoNacional of public works and services, national society, development banking institution, said capitalsocial increasing derivative.
That all time that corresponds to the Secretariat deHacienda and credit public issue, with fastening to it willing in the law grassroots of credit and in the law organic of the Bank national of works services public, the regulation organic of such society national credit in which is established them bases according to which, is governed suorganizacion and operation, have had to well issue the following : AGREEMENT BY WHICH IT MODIFIES INTEGRALLY THE REGLAMENTOORGANICO OF THE BANK NATIONAL OF WORKS and PUBLIC SERVICES, SOCIETY NATIONAL CREDIT, INSTITUTION OF BANKING DEVELOPMENT CHAPTER FIRST of society ARTICLE 1.-the National Bank works and public services, national credit, development banking institution, society is constituted in accordance with the credit institutions act and its own organic law , with personalidadjuridica and heritage themselves.
ARTICLE 2.-The organic regulation aims to establish the basesconforme which shall govern the Organization and functioning of society.
ARTICLE 3.-the Bank national of works and services public, in its character company national of credit, institution of banking of development, will provide service of banking and credit with clamping to them objectives and priorities of the national of development and especially of the program national of Financiamientodel development, according to them programs sectoral, regional einstitucional and to them plans State and municipal , to promote and finance the activities and sectors that you are entrusted in its own law organic, with the purpose of contribute to the development sustainable of the country.
ARTICLE 4th.-the Bank national of works and services public, as society national credit, institution of banking of development, will have by object: promote yfinanciar them activities priority that made them Governments Federal, give the city of Mexico, State and municipal and their respective entidadespublicas parastatal and municipality in the field of them sectors of old, infrastructure and services public, housing, communications ytransportes and of the activities of the bouquet of the construction.
ARTICLE 5.-The domicile of the company shall be in the city of Mexico.
The society may, prior approval of its Council Steering establish or close branches oagencias or any other class of offices and name correspondents, in CNN or in the foreign, with it authorization express of the Secretariat deHacienda and credit public, in terms of it planned by the article 42 of Thelaw of institutions of credit, as well as designate domicile conventional inthe acts that perform and them contracts that celebrate.
ARTICLE 6.-The company will have indefinite duration.
CHAPTER SECOND of the Capital Social ARTICLE 7.-the Capital Social of the Bank national of works and services public, society national's credit, institution of banking's development, is of$ 20,000 000,000.00 (twenty thousand million pesos 00 / 100 M.N.).
Said Capital Socialestara represented by 13.200 000,000 (treceMIL two hundred million) equity contribution certificates Dela Serie A, with par value of $1.00 (weight in excess of 00/100 M.N.) each and by 6,800 000,000 (six THOUSAND eight HUNDRED MILLION) of certificates of aportacionpatrimonial of the series B with nominal value of $1.00 (weighing 00/100 M.N.) each.
He capital socialpodra be increased or reduced according to it prepared by the article 38 of Thelaw of institutions of credit, to proposed of the Council management of society, by agreement of the Secretariat of Hacienda and credit public, and through reform of this regulation.
ARTICLE 8.-when the society announce its capital social should to the same tiempoanunciar their capital paid.
ARTICLE 9.-The capital contribution certificates, will be titles of creditonominativos, under the terms of article 32 of the law institutions credit, divided into two series.
"A" series will represent 66% of the capital of the company at all times, only will be signed by the Federal Government, will be issued in a title that will not take coupons, which will be transferable and in any case you can change sunaturaleza or the rights conferred by the Federal Government itself.
Series "B" will represent the remaining 34% of the share capital and may be signed by Federal Government, by the Governments of the Federal States and municipalities, and Mexican physical and moral persons, in the terms of articles 32de the law of credit institutions, and 12 of its organic law.
Heritage deaportacion of the series "b" licences will be transcribed provisions contained in articles 33, 34, 35 and 36 of the law of credit grassroots and shall be signed by two directors who are to be determined by the Governing Council from among the representatives of the "a" series of loscertificados of equity contribution. These signatures may be printed confacsimil, original signatures on the public registry and must be deposited I Fromtrade of the domicile of the company.
ARTICLE 10.-The company may issue provisional certificates personal quedeberan traded in their opportunity for definitive titles.
The titulosprovisionales and the definitive shall contain all the data necesariospara which its holder can know and exercise their rights conferred by the certificadole.
ARTICLE 11.-subscription, holding and circulation of heritage deaportacion of the series "b" licences are subject in all tiempoo as provided by the law of credit institutions and to the following provisions: i. the definitive titles showing the certificates of aportacionpatrimonial of the series "b" of this society, they should be expressed ycontener: to) name and address of the holder otenedores as well as their main occupation and, where appropriate, its corporate purpose;
(b) the name and address of society;
(c) the mention expresses be certificatesfrom heritage contribution;
(d) the amount of the capital social of society, the number of certificates corresponding to the series "B" yel value rated of them certified of contribution heritage;
(e) the mention specific of belonging wing series "B" and the indication that the same represents the 34% delcapital social of the institution CA, as well as the number progressive quepermita the individualization of each certified;
((f) them transcripts that for estostitulos says the article 9th. of this regulation organic, and g) it signed autograph or facsimile of members of the Council management that according to the last paragraph of the article 9o.de this regulation organic can subscribe such titles.
II. each certificate of contribution heritage of the series "B", is indivisible, and consequently when has several owners of a mismocertificado, shall appoint a representative common, and if not is Mexican of agreement, the appointment will be made by the authority judicial competent;
III. the society will leave of sign in the register of certified deaportacion heritage of the series "B" to is refers the articulo36 of the law of institutions of credit, them transmissions that is carried out sinajustarse to it established in the cited law and to it planned in this article, and IV. The Secretariat of Hacienda and credit public, according to it planned enel article 12 of the law organic of the Bank, may authorize the acquisition enablecertificate of it cited series "B" in a proportion greater to the 5% delcapital paid of the society, to them entities of the Administration Publicafederal and of them Governments of them entities federal and of them municipalities.
ARTICLE 12.-At no time shall participate in any way in the capital of society individuals or moral foreign or Mexican companies encuyos statutes do not figure clause of exclusion direct and indirect deextranjeros.
The people quecontravengan it willing in this article, will lose in favor of the La the participation of that is concerned.
ARTICLE 13.-the society will take a record of them certificates of aportacionpatrimonial of the series "B" and considered as owners to quienesaparezcan registered as such.
He cited registrocontendra the name and address of the holder, as well as its occupation main and, in his case, object social; the indication of them certified that you pertenezcanexpresandose them numbers and others particularities e also, them datosrelativos to the transmissions that is made in them terms of the article 36de the law of institutions of credit.
ARTICLE 14.-In cases in which increasing the paid-in capital will be observed losiguiente: i. equity contribution of series "b" licences holders can purchase items that apply to the adopted agreement, enigualdad conditions and in proportion to the number of certificates; by laentrega of the coupon corresponding and their payment in cash, and II. Once the period indicated by the Board of Directors, that may not serinferior to Computable 30 calendar days from the date on which sepublique in the official journal of the Federation Agreement of the own ConsejoDirectivo, not acquired certificates of series "b" secolocaran in a direct way by society, observing the provisions of article 34 of the law of credit institutions.
CHAPTER THIRD of it administration and surveillance ARTICLE 15.-the administration of the Bank national of works and services public, society national of credit, institution of banking of development, will be entrusted to a Council management, and to a Director General, in its respectivasesferas of competition, of compliance with its law organic.
(ARTICLE 16.-the Council Steering will be integrated by fourteen advisers designadosde the following form: I. seven advisors will represent to the series to of certified deaportacion heritage, that will be: to) the Secretary of Hacienda and credit public, who will preside over the ConsejoDirectivo;
(b) the holders of the Secretaries of development Social, of tourism and Andworkshops and public transport; the Undersecretary of Hacienda and credit public; the Undersecretary of disbursements and a representative appointed by the Governor delBanco of Mexico within those 3 levels hierarchical superior of the institutocentral.
In the absence of finance and public credit, the Undersecretary of Treasury delSecretario Ycredito public, shall be the President of the Council, in the absence last ofis the alternate for the Secretary will have the character of President deHacienda and public credit and in the absence of all of the above, who designenlos present advisors from among the Councillors of A series.
Will be alternate of losconsejeros of the series to of certificates of contribution heritage, preferably, those servers public of the level lower inmediatosiguiente;
II. five advisors of the series B of certified of aportacionpatrimonial, represented by three Governors or two of these and the Chief deGobierno of the city of Mexico, as well as by two Presidents municipal, queseran designated by the Council management, to proposed of the President out, between them Governments of them States, municipalities and of the city Demexico, with base in the consideration of them following criteria ((: to) that the volume of operations of the entity federal or municipality searepresentativo in the program institutional, and b) that correspond to an entity or sector priority of development, agree with the criteria of the planning national.
For each capital contribution certificate B-series consejeropropietario, senombrara a substitute, in the manner and terms where it are the owners, you should at least lower immediate hierarchical level owns delmiembro which supplement.
Series B certificates of equity contribution of counselors will last in office a grounds will continue in the same until they are replaced.
The resignation of losconsejeros of the series B certificates of equity contribution sepresentara to the Directing Council of the society, who will appoint new directors.
Them counselors of laSerie B of certified of contribution heritage that is designated for cubrirvacantes, will last in your charge the time that are missing by passing to the consejerosustituido;
III. two external directors of the series B certificates of aportacionpatrimonial appointed by the Federal Executive, through the Ministry deHacienda and public credit, who will have the character of an independent Board member.
The appointment of independent losconsejeros must fall on people's nationality mexicanaque, for their knowledge, good repute, professional prestige and experience, they are widely recognized.
The charge of consejeroes personal and not you can play through representatives.
ARTICLE 17.-The meetings of the Board of Directors will be held, by the menostrimestralmente in the days and hours that previously agreed the Council itself, except for extraordinary sessions that President convoquecuando deems it necessary or at the request of, when least two counselors A series of certificates of equity contribution or the Director General, through the Secretary-General of the Council.
Invariably, lasconvocatorias to the sessions of the Council Steering is will make through escritoprevio to your celebration, directed to them counselors.
The Council Directivosesionara validly with the assistance of, at least, six members, always and when, among them are at least four of losnombrados by A series of certificates of equity contribution.
Resolutions setomaran by majority of votes of the directors present, having the President in the case of a tie vote.
Them consejerosindependientes not will have alternate and must attend when less to the setentapor cent of them sessions that is have convened in an exercise and, in casocontrario, may be designated others with the same features in sulugar, whenever them absences not is justify to trial of the Council Executive.
ARTICLE 18.-not may be advisors: I. them people that is found in them cases designated by lasfracciones II to VI of the article 23 of the law of institutions of credit;
II. two or more people that have, between them, kinship to the tercergrado by consanguinity or by affinity;
(III. Additionally, the advisors independent not must have: to) annex or link labor with the society;
(b) nexus patrimonial and/or link labor with person physical or moral that seaacreedor, debtor, customer or supplier of the society;
((c) conflict of interest with the society that, by its importance, puedanafectar the impartial performance of his office, as clients, suppliers, debtors, creditors or of any other nature, and d) the representation of associations, guilds, federations and confederations of workers, patterns, or areas of attention that serelacionen with the object of the company or members of its directing bodies.
If any of the designated losconsejeros changes to be understood, during the ejerciciode charge in any of the previous cases, will be replaced by susuplente for as long lasting impairment and not become designaciondel owner Adviser.
Deberancomunicar advisors to the President of the Board of Directors on any quepudiere situation lead to a conflict of interest, as well as to refrain from participating the corresponding deliberation.
Also, losconsejeros should keep absolute confidentiality on all aquellosactos, facts or events that could affect the operation of society, including the deliberation of the Board of Directors, while dichainformacion has not been made public knowledge.
ARTICLE 19.-are causes of removal of them advisors of the series B enablecertificate of contribution heritage and of them advisors independent: I. it disability mental, as well as the disability physical that prevents elcorrecto exercise of their functions during more than six months;
II. not meet the agreements of the Council Steering or act deliberadamenteen excess or defect of their attributions;
III. use, in benefit own or of third, the confidential of that available because of its cargo, as well as disclose lamencionada information without the authorization of the Council Executive;
IV. submit, knowingly, for consideration by the Board of Directors, false information, and V. respect of the independent directors, the Board sesionesdel in the percentage laid down in article 17, ultimoparrafo, of the organic regulation will not attend.
Besides them causes deremocion indicated in them fractions I to IV of this article, to them consejerosde the series to of certified of contribution heritage and to the DirectorGeneral, is them will remove of his charge when is determine its responsabilidadmediante resolution final dictated by authority competent, by ubicarseen any of them alleged contents in it law Federal of ResponsabilidadesAdministrativas of them servers public.
ARTICLE 20.-the Council Steering will appoint to his Secretary and Assistant Secretary of entrelos servers public of the society.
He Secretary or, in sucaso, the Secretary of the Council Steering will lift them records of sessions, which is NAYS in the book of records that for such effect is take ydeberan be signed by the President and by the Secretary, or the Prosecretario.Asimismo, shall authorize them copies of such records and agreements; sign loscitatorios respective and shall issue the certifications that correspond.
ARTICLE 21.-The Board of Directors will lead society in relative terms of loprevisto by article 42 and others of the institutions act credit.
Council Directivopodra remember conducting the operations inherent to the object of society.
Them agreements that, in sucaso, handed down with regard to them operations planned in them fractions VI to XI article 46 of the law of institutions of credit, should consider laspropuestas of the Director General.
Them facultadesindelegables of the Council management is exercise in those terms provided inthe provisions applicable.
ARTICLE 22.-also will be powers delegated from the Council Executive, following: I. approve the report annual of activities that you present the DirectorGeneral;
II. approve them others programs specific and regulations internal of society that you present the Director General, to effect of submitting them to laautorizacion of the Secretariat of Hacienda and credit public;
III. issue rules and criteria which must hold preparation and performance of the budget of current expenditures and inversionfisica of the society, as well as approve such budget and the modificacionesque appropriate during the exercise, once authorized the montosglobales of these concepts by the Secretaría de Hacienda y Creditopublico, and IV. Approve, to proposal of the Committee of resources human and desarrolloinstitucional, of conformity with it intended in the article 42, fraction XVIIIde the law of institutions of credit, the structure organic, tabs desueldos and benefits, political wage and for the granting depercepciones extraordinary by the compliance of goals subject to laevaluacion of the performance, taking in has them conditions of the market laboralimperante in the system financial Mexican; promotions, promotionsand retirement policies; guidelines for selection, recruitment and training, criteria of separation; and the other benefits economic and of socialsecurity established in benefit of the servers public that work in society.
ARTICLE 23.-The Director-General shall be appointed by the Federal Executive to thru Secretary of finance and public credit, and must lie its nombramientoen person who satisfies the requirements set out in article 24 of the law of credit grassroots.
ARTICLE 24.-the Director General will have to its charge the Administration and representation legal of the Bank national of works and services public, SociedadNacional of credit, institution of banking of development, without prejudice of lasatribuciones that correspond to the Council Executive, to the effect will have following powers and functions: I. in the exercise of their powers of representation legal, may celebrate u grant all class of acts and documents inherent to the object of society. It will have to do this with the widest powers make actosde domain, administration, lawsuits and collections, even those requiring special deautorizacion according to other legal or regulatory provisions;
II. report to the Secretariat of Hacienda and credit public, prior to laautorizacion of the instances corresponding, the operations that pudiesenestar linked to them others institutions of banking development;
III. execute the resolutions of the Council directive;
IV. carry the signature social;
V. Act as delegate trustee General;
VI. managing assets and business of the society, celebrate losconvenios and contracts, as well as perform all acts required parala ordinary March of the institution;
VII. propose to the Board of Directors recruitment, appointment and remocionde public servants of society that positions with two lower than the rank of jerarquiasinmediatas and applications submitted by le delicencia, as well as the resignations of them;
VIII. decide the designation and recruitment of them servers public of society, various of them designated in the article 42 of the law grassroots of credit, as well as the designation and removal of them delegates trust; manage the staff as a whole and establecery organize the offices of the institution;
IX. to propose to the Board the creation of regionalesconsultivos committees and of credit, as well as those necessary for compliance of the object of the company; and provide what is necessary for their adecuadaintegracion and functioning;
X present to the Board for approval the annual basic estadosfinancieros of the society, together with the report of loscomisarios and external auditors;
XI. authorise the publication of the monthly balance sheet of the Institucionconforme bases agreed by the Board of Directors;
XII. propose to the Board of Directors the establishment, relocation yclausura of branches, agencies or any other kind of offices in CNN and abroad;
XIII. submitting to the Council Steering them programs operating and financial yel budget general of expenditure and investment of the society;
XIV. submit to the Board of Directors proposals for modification of esteReglamento organic;
XV. consideration of the Board of Directors the approval of General lasbases in which established the guidelines for the transfer assets and liabilities of the institution and its respective proposals;
XVI. submit to the Board of Directors proposals for acquisition, lease and sale of movable and immovable property to the Sociedadrequiera, as well as the policies and general rules governing agreements, contracts, orders or agreements that should celebrate the institution with third parties, such materials, in accordance with the applicable rules;
XVII. to propose to the Board of Directors, the issuance of subordinate obligations;
XVIII. to participate in the sessions of the Board of Directors with voice and vote, and 19TH. Which delegate you the Board of Directors, and those laying down general provisions or other legal systems.
ARTICLE 25.-The designation of delegates Trustees and public servants Dela society that positions with immediate two hierarchies below ladel Director-General, will be based on the merits obtained in Lainstitucion and subject to the provisions of articles 24 and 43 of the credit institutions act.
ARTICLE 26.-the surveillance of the society is held by them bodies and in terms designated in the law of institutions of credit and them provisions together general that issue the Commission National Bank and of values.
ARTICLE 27.-To carry the powers and duties that the law gives credit grassroots, Commissioners, joint oseparadamente, may exercise the following functions: i. request the Director General quarterly information that includes a statement of the financial situation at atleast and a State of society results;
II. an examination of operations, documentation, registration and demasconstancias, in the degree and extension that is necessary to carry out internal theguarded of the society and to pay founded the opinion to which refers the following fraction.
III. pay annually to the Board a report on laveracidad, sufficiency and reasonableness of information submitted by General managing to the Council itself, and must include its opinion on whether policies and accounting, office of current expenditure and investment, yde information followed by the company, are suitable and sufficient, conformity with the provisions of the law of credit institutions; If yourapp is consistent in the information presented to the Council Executive, ysi as consequence such information reflects in form truthful and sufficient lasituacion financial and of results of the society;
IV. do that is inserted in the order of the day of the sessions of the ConsejoDirectivo, the points that deem relevant;
V. assist with voice, but without vote, to all the sessions of the ConsejoDirectivo to which shall be convened, and VI. Monitor at any time the operations of the society.
Trying to is of lasfracciones II and VI of this article, them Commissioners appointed by the Secretariat the function public must observe in all time them limitacionesestablecidas in the article 44 Bis 1 of the law of institutions of credit for such Secretariat.
The comisariosreferidos in the previous paragraph will watch that society will lead susactividades according to the corresponding sectorial program and the respective programainstitucional.
The performance of loscomisarios is subject in all time to it planned by the article 142 of law of institutions of credit.
ARTICLE 28.-the Commissioner appointed by the Secretariat of the function Publicadurara in his charge until insofar as not is revoked its appointment, and eldesignado by them advisors of it series "B" of certified deaportacion heritage, by the term of an exercise social, can sernombrado again.
He Commissioner designadopor the series B of certified of contribution heritage, will continue in eldesempeno of their functions, even when completed the period for which has sidonombrado, while not is make new designation and the substitute take possession desu charge.
FOURTH CHAPTER of the year and distribution delRemanente ARTICLE 29.-the fiscal year shall cover a calendar year, counting from 1st January to 31 December of each year.
ARTICLE 30.-with the authorization express of the Secretariat of Hacienda and Creditopublico, the society shall constitute them reserves and funds necessary for proper compliance of its object. In them terms of the article 30 of its Leyorganica, at least is shall constitute them following reserves: I. separate annually, at least a 10% of the utility NET paraconstituir the background of Book Legal, until such book reach unimporte at least equal to the capital social paid;
II. until a 20% of the liabilities to cargo of the institution in monedaextranjera, and III. The amount that determine the Secretariat of Hacienda and credit Publicopara constitute and increase other reserves.
((Set the amount delremanente of operation and separate the amount that corresponds pay by ittax respective and by the participation of them workers in profits of it society, the balance is apply of the following way: to) is will take the amount that the Council Steering agreed allocate is to serdistribuida as utilities between them forks of certified of aportacionpatrimonial to pro rata, and b) the balance , if any, will be applied in the way that remember the ConsejoDirectivo.
ARTICLE 31.-the Council Steering agreed the date in which them forks of loscertificados of contribution heritage may collect them utilities that lescorrespondan and sent announce timely it date and them utilidadesacordadas, by publication in a newspaper of wide circulation in the Republicamexicana.
If some enablecertificate fork of equity contribution does not charge the utilities that lecorrespondan in term of five years counted from the fechadesignada by the Board of Directors, shall prescribed eligibility and profits will go in favor of the society TRANSIENT ARTICLE FIRST.-this agreement, it shall enter into force on the day following the supublicacion in the official journal of the Federation.
ARTICLE SECOND.-the Bank national of works and services public society national credit, institution of banking of development, in terms of them disposicioneslegales applicable, proceed to perform the acts necessary for darcumplimiento to the present agreement.
City of Mexico, to 18th mayo from 2016.-the Secretary of Hacienda and credit public, LuisVidegaray case-header.
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