Decree n ° 2016-329 of 23 March 2016 approving the statutes of the Société de Gestion des Infrastructures publiques dans les Ppoles Townsites de Diamniadio et du Lac Rose, en abstract " SOGIP SA ".
PRESENTATION REPORT
The Société de Gestion des Infrastructures publiques dans les Ppoles Townsites de Diamniadio et du Lac Rose, SOGIP SA whose creation is authorized by Act No. 2015-25 of December 21, 2015, is a national company, governed by Act No. 90-07 of 26 June. 1990 on the organisation and control of BPS companies and the control of private legal entities benefiting from the financial assistance of public authorities.
In this respect, SOGIP SA is a corporation whose capital is, in its constitution, fully subscribed by the State, but may possibly be open to other legal persons governed by public law.
In accordance with the above provisions, the organisation and operation of the SOGIP SA must be governed by statutes approved by decree and possibly supplemented by an internal regulation.
This is the economy of this draft decree.
THE PRESIDENT OF THE PUBLIC,
VU the Constitution;
HAVEN the Uniform Act of 17 April 1997 on the law of commercial companies and of the economic grouping;
VU Law No. 90-07 of 26 June 1990 on the organisation and control of BPS companies and the control of private legal persons benefiting from the financial assistance of public authorities;
VU la loi n ° 2015-25 dated 21 December 2015 authorizing the creation of the Société de Gestion des Infrastructures publiques dans les poles Townsites de Diamniadio et du Lac Rose named SOGIP SA;
VU Decree No. 88-1725 of 22 December 1988 on the model statutes of National Societies;
In accordance with Decree n ° 2013-96 of 14 January 2013 appointing the Minister, Secretary-General of the Presidency of the Republic;
VU the decree n ° 2014-845 of 06 July 2014 appointing the Prime Minister;
VU's decree n ° 2014-853 of 09 July 2014 on the distribution of state services and the control of public institutions, national companies and public participation companies between the Presidency of the Republic, the Primature and the Ministries, as amended by Decree No. 2015-299 of 06 March 2015;
VU Decree n ° 2015-855 of 22 June 2015 on the composition of the Government;
On the proposal of the Minister, Secretary-General of the Presidency of the Republic,
DECRETE:
Article 1. - The Statutes of the Société de Gestion des Infrastructures Public in the Diamniadio and Rose Lake Townsites are hereby approved." SOGIP SA ", annexed to this Decree.
Art. 2. The Minister, Secretary-General of the Presidency of the Republic and the Minister for the Economy of Finance and the Plan shall each have responsibility for the execution of this Decree, which shall be published in the Official Journal.
Done at Dakar, March 23, 2016
Macky SALL
The President of the Republic:
The Prime Minister,
Mahammed Boun Abdallah DIONNE
STATUTES OF THE PUBLIC INFRASTRUCTURE MANAGEMENT COMPANY IN THE URBAN CENTRES OF DIAMNIADIO AND PINK LAKE, SOGIP SA
TITLE I. - GENERAL PROVISIONS
Article 1. - Shape
The Société de Gestion des Infrastructures publiques dans les Ppoles Townsites de Diamniadio et du Lac Rose, in short SOGIP SA, a company governed by private law whose creation is authorized by Act No. 2015-25 of 21 December 2015, is governed by:
-the provisions of Act No. 90-07 of 26 June 1990 on the organisation and control of undertakings in the parapublic sector and the control of legal persons under private law benefiting from the financial assistance of the public authority;
-the provisions of the Uniform Act on the Law of Commercial Companies and Grouping of Economic Interest;
-and the present statutes.
Article 2. - Purpose
The object of SOGIP SA is:
-management of public infrastructure within the Diamniadio and Rose Lake Townsites;
-the acquisition of shareholdings, the holding, the management of securities issued by public bodies in connection with their activities at the level of the aforementioned urban centres;
-the search for public and private partners, national and international, for the financing of projects of public interest and the implementation of investment projects.
As such, it is entrusted with the task of seeking partners capable of ensuring the optimal operation of the infrastructure under satisfactory technical and financial conditions for the State, in particular through contractual schemes in accordance with the Senegalese law.
It is also responsible for preserving and ensuring the physical and legal security of the site (s) for public infrastructure under its jurisdiction, in relation to the relevant ministries and public structures.
Article 3. - Name of name
The company is called the Société de Gestion des Infrastructures publiques dans les Ppoles Townsites de Diamniadio et du Lac Rose, in short, SOGIP SA.
This name must appear on all acts and documents emanating from the company and intended for third parties, including letters, invoices, announcements and various publications.
It shall be preceded or immediately followed in legible characters of the indication of the form of the company, the amount of its social capital, the address of its registered office and the mention of its registration in the Register of Trade and Credit Furniture.
Article 4. - Head Office
SOGIP SA has its headquarters in Diamniadio. The seat may be transferred to any other place on a decision of the Administrative Council, after the approval of the supervisory authority.
Upon decision of the Board of Directors, branches, agencies or offices may be established and installed in any place, but shall be subject to registration in the Registry of Trade and Credit.
Article 5. - Duration
The term of the company shall be 99 years, from the date of its final establishment, except in the event of the early dissolution or continuance provided for in these Statutes.
Article 6. - Resources
The resources of the company are constituted, in particular by:
-own resources generated by the operation of the infrastructure, real estate rights and all other assets managed by the company;
-resources allocated from the revenues of concessions in the urban centres of Diamniadio and Lac Rose;
-miscellaneous loans;
-state subsidies and all other public persons.
Article 7. - Company Assets
Investments made or programmed in urban centres on the financing of the State budget or partners, both public and private with the guarantee of the State, may be paid in the patrimony of the SOGIP SA when they present A predominant economic and commercial vocation.
The SOGIP SA may also be granted a right of use in the buildings located in the Townsites and subject to the system of public administration. In this case, the company may value the said right of use as an intangible asset, in accordance with common law processes.
TITLE II. - SOCIAL CAPITAL
Article 8. - Social Capital
The capital of SOGIP SA is fully owned by the state. It may, possibly, be open to other legal persons under public law.
The social capital is set at the sum of TWO MILLION (2,000,000,000) CFA francs, divided into TWO MILLION (200,000) shares of a nominal value of 10,000 CFA francs each fully subscribed by the state of Senegal.
Throughout the life of the company, the direct participation of the State of Senegal must be greater than 50 % of the social capital.
Article 9. - Increase in social capital
Social capital can be increased in one or more times, either by issuing new shares or by increasing the nominal amount of existing shares.
It may also be increased by means of contributions in kind or in cash, by compensation with certain, liquid and payable claims on the company, by incorporation of endowment funds, reserves, profits, emission premiums or premiums Assimilable to reserves or profits.
The actions created enjoy the same advantages and confer the same rights as the existing shares. The social capital must be paid in full before any new shares are issued in numeraries, only if the transaction is invalid.
Public authorities other than the State, public institutions or national companies may participate jointly or not with the State in a capital increase.
However, the State has a preferential subscription right.
Article 10. - Reduction in social capital
Social capital can be reduced either by reducing the number of shares or by reducing their nominal value.
If the reduction in social capital, whatever the cause, has the effect of reducing the social capital to an amount less than the legal minimum, it must be immediately followed by an increase, to at least that minimum amount, to Less than the corporation has been converted into a corporation in another form that does not require a capital greater than the share capital after its reduction.
Article 11. - Authorization
Increases and reductions in social capital are authorized by Order in Council after the Advisory Committee of the BPS. They may be decided by the Administrative Council, following the assent of the supervisory authority.
Article 12. - Releasing Actions
In an increase in social capital, representative actions of contributions in kind must be released immediately and in full.
The shares subscribed in cash shall be compulsorily paid out of at least one quarter of their nominal value at the time of their subscription and, where applicable, the whole of the issuance premium.
The payment of the non-released part of the shares subscribed in numeraire shall be made in one or more times, upon appeal by the Board of Directors, within the maximum period of three years from the day on which the capital increase is made.
Calls for funds shall be made known to policyholders one month before the date fixed for each payment, by registered letter with the request for a notice of receipt and by a notice inserted in a legal notice of the place of the seat Social.
In the absence of payment at the periods specified by the Board of Directors, the company addresses the defaulting shareholder by registered letter with the request for a notice of receipt or by letter to the bearer against receipt.
Article 13. - Form of actions
The fully released shares are exclusively nominative; they are materialized by a certificate or title. Their property and the rights of the holder are the result of the registration of the name of the holder on the registers of the company.
The owners of the shares shall receive a certificate reproducing the entries in the registers of the company: the identity of the owner, number and number of the shares owned and, where applicable, the nature of the ownership of the title and the Capacity of the incumbent.
The titles representative of these shares are drawn from numbered registers, stamped with the stamp of the company and bearing the signature of the President of the Board of Directors.
Article 14. - Forwarding actions
Actions may only be held by the State or legal persons governed by public law.
They are not negotiable.
The State may transfer part of its shares to legal persons under public law. The actions, in order to be transmissible, must be fully released.
Any transmission of a certificate of shares or securities must be notified to the company for registration under penalty of unenforceability. The assignor's certificate or title is cancelled and it is issued one or more new certificates or securities to the transferee.
Article 15. - Rights and obligations attached to shares
Each share gives the right, in the social assets, the profits and the winding-up, on the one hand proportional to the fraction of the capital that it represents.
It is attached to each action a right to vote proportional to the quotiy of the capital it represents, and each action gives the right to one vote.
Ownership of an action is fully supported by the statutes of the corporation and the decisions regularly taken by the governing bodies and the general assembly.
Shareholders are responsible for social liability only up to the nominal amount of the shares they own.
The rights and obligations attached to the action follow the title in any hand that it passes.
The shares are indivisible from the company, which recognizes only one owner for the same share. All co-owners of an action are required to be represented at the company by a single person.
TITLE III. - GENERAL ASSEMBLE
Article 16. - Composition
The regularly convened and constituted general meetings represent the universality of shareholders.
Shareholders' meetings include the members of the Board of Directors and a representative of each shareholder of public interest.
The financial controller or his representative and the Director-General shall attend the general meetings with a consultative vote.
The President of the Board of Directors who presides over the General Assemblies may invite to participate in the General Assemblies, on the basis of the agenda, any person whose presence would be useful.
Article 17. - Meetings
The general meeting of shareholders shall be convened by the Board of Directors. It may also be convened by the supervisory authority, the financial controller or the auditor, an agent or the liquidator.
The meeting of shareholders on the agenda shall be addressed to each shareholder at least fifteen days before the date of the meeting.
Any meeting that is not regularly convened may be cancelled. However, the action for a declaration of invalidity shall not be admissible if all the shareholders were present or represented.
Where a meeting has not been able to release the required quorum, the second meeting shall be convened at least six days in advance, in the same manner as the first meeting. Where the meeting is convened by a representative of justice, the judge may fix a different time limit.
The proceedings of the General Assembly taken in accordance with the law and the present statutes shall require all shareholders, even absent, unable or dissenting. They shall be recorded by minutes established on a special register and signed by the President and the Secretary of the sitting.
Article 18. - Deliberation of the General Assembly
The ordinary general meeting shall take all decisions other than those taken by the extraordinary general meeting. It meets at least once a year, within six months of the end of the fiscal year.
It shall deliberate when it brings together a quarter of its members, present or represented, on the first convocation. No quorum is required on the second convocation.
The proceedings of the ordinary general meeting shall be taken by a majority of the votes cast. For the counting of votes, the principle of one member, one vote, is applied.
In the event that a ballot is held, the white ballot shall not be taken into account.
Article 19. - Deliberation of the Extraordinary General Assembly
The extraordinary general meeting, which may be convened at any time of the year, has the exclusive right to amend the statutes in all their provisions. It is also competent to authorise mergers, divisions, transformations and partial contributions of assets, to transfer the head office of the company to another city or on the territory of a state, to dissolve in advance the Company or extend the term.
It shall not validly deliberate until it is composed of half its members, present or represented, on the first convocation and one quarter of its members, present or represented, on the second convocation.
If this second quorum is not attained, the Assembly may be convened a third time within two months from the date fixed by the second convocation.
The proceedings of the extraordinary general meeting shall be taken by a two-thirds majority of the votes cast. For the counting of votes, the principle of one member, one vote shall be applied. In the event that a ballot is held, the white ballot shall not be taken into account.
TITLE IV. - CORPORATE ADMINISTRATION
Article 20. - The management bodies
SOGIP SA is administered by a Board of Directors, a Board of Directors, a Director-General assisted by a Secretary-General.
Chapter I. - The Board of Directors
Article 21. - Composition
The Board of Directors includes:
-a President;
-a representative of the Presidency of the Republic;
-a representative of the Primature;
-a representative of the Minister for Finance;
-a representative of the Minister responsible for infrastructure;
-a representative of the Minister responsible for Habitat;
-a representative of the Minister for Investment Promotion and Partnerships.
The Board of Directors shall also include, where appropriate, a representative for each public legal person participating in the capital of the company.
The term of office of directors shall be two years renewable. However, the term of office ceases to be in full force when the director loses the quality due to which he was appointed or when he or she refrained from going to three consecutive meetings of the Board of Directors, except in cases of force majeure.
The right of appointment shall be terminated by the authority which has the power to appoint.
Also present at the meetings of the Board of Directors, with a consultative vote:
-the Director-General of the company, who provides the secretariat and minutes. It may be accompanied by any member of the corporation's management;
-the Financial Controller or his representative;
-the External Auditor.
Article 22. - Presidency
On the proposal of the President of the Republic, the Board of Directors shall elect its chairman. The latter cannot be chosen from the officials or agents of the authority responsible for exercising the technical supervision of the undertaking.
A Vice-President, elected under the same conditions, shall act as President in the absence of the latter.
Article 23. - Attributions
The Board of Directors shall deliberate on all measures relating to the management of the enterprise, including:
-the rules of procedure;
-multi-annual action and investment programmes;
-budgets and forecast accounts;
-acquisitions and disposals of heritage;
-financial participation;
-year-end accounts;
-proposed collective settlement agreements;
-approval of contracts and other contracts worth more than one billion francs.
The Board shall ensure that its deliberations are carried out by the Director General. It shall deliberate each year on the management report and the company's social report submitted by the Director-General.
It shall be informed of the presidential directives, in particular those resulting from the reports of the control bodies on the management of the undertaking and shall deliberate each year on a report of the Director General on the application of these directives.
The duties of a member of the Board of Directors shall be remunerated by means of attendance, calculated and paid in accordance with Article 14 of Act No. 90-07 of 26 June 1990 on the organisation and control of undertakings in the sector Parublic and the control of private legal persons benefiting from the financial assistance of the public authority.
Article 24. - Operation
The Board of Directors shall meet, upon convocation by its President, as often as is required by the social interest and at least three times a year.
It shall be valid only in accordance with the rules of the quorum and the majority provided for in the other statutes and the rules of organisation and operation.
Decisions shall be taken by a majority of the voters. In the event of an equal division of votes, the President shall have the casting vote. The Director General of the company shall provide the secretariat of the meetings of the Board of Directors and shall draw up minutes.
The Secretariat of the Board of Directors shall be provided by the Director General, who shall draw up the minutes. The minutes shall be signed by the President of the Board of Directors and shall be forwarded to the guardianship authority within 15 days after the meeting, together with the deliberations of the Board of Directors.
Article 25. - Sanctions
In the event of a marked irregularity or deficiency, the Board of Directors may be suspended or dissolved by decree. The suspension or dissolution order designates a provisional board of directors for a maximum period of six months. At the end of this period, a new Board of Directors is established.
Chapter II. - The Other Administrative Bodies
Article 26. - The Executive Committee
The Executive Committee shall ensure the ongoing monitoring of the management of the company in the range of meetings of the Board of Directors, which may delegate part of its powers to the Board, except those listed in the article 23 above.
It may also receive a delegation for transfer, transfer and carry-over of credit.
The Executive Committee reports to the Board of Directors.
It shall be chaired by the President of the Board of Directors or the Vice-Chairperson in the event of his absence. The representatives of the guardianship authority are members of the law. Three other members are elected by the Board of Directors.
The Director General and the Financial Controller shall attend the meetings of the Executive Committee, with a consultative vote.
Article 27. - The Branch
The Directorate General of SOGIP SA is provided by a Director General. It represents it in its dealings with third parties.
In its dealings with third parties, the company is engaged, even by the actions of the Director General, which do not fall within the scope of the social object. The provisions of the Statute, the decisions of the Assemblies or the Board of Directors restricting such powers shall be unenforceable against third parties in good faith.
The Director General shall be appointed by decree. For the purpose of performing such functions, it shall have the most extensive powers which it exercises within the limits of the social object and subject to those expressly granted to, general meetings or specially reserved for the Administrative Council by Legal or statutory provisions.
The Director General is responsible for the day-to-day management and administration of the company.
As such, he:
-ensures the implementation of the decisions taken by the legislative bodies and the supervisory authorities;
-attends meetings of the legislative organs in an advisory capacity;
-prepares the budget and ensures its implementation, both in revenue and expenditure;
-represents the society in justice and in all acts of civil life;
-submit annually to the Board of Directors the audited financial statements and submit a management report, including the implementation of the budgets and multi-annual action and investment programmes;
-is required to submit to the Board of Directors a report of activities containing, inter alia, the social assessment, the salary mass, the disputes in progress, the career training plan of the officers, the recruitment programmes, if any, the List and amount of bonuses and benefits of any kind granted in the course of the year to staff, including the Director General.
However, the Director General may not, without prior approval by the Board of Directors:
-carry out all borrowings whose cumulative amount in one year exceeds one billion CFA francs;
-approve contracts worth more than one billion CFA francs.
The Director-General shall collect remuneration for which the amount and the accompanying benefits and allowances shall be fixed in accordance with the decree
N ° 2014-696 of 27 May 2014 fixing the remuneration of the directors-general of companies in the parastatal sector and classifying them.
Article 28. - The General Secretariat
The Director General of SOGIP SA shall be assisted by a Secretary-General. It shall be appointed by decision of the Director General.
Article 29. - The organization of society
The organization of the company shall be determined by the Board of Directors, on the proposal of the Director General.
Directors, heads of department, service and other structures of the company are appointed by the Director General.
Article 30. - Prohibited and Regulated Conventions
On pain of nullity of the Convention, permanent representatives of the directors acting in their personal capacity, the Director-General and their spouses, ascendants, descendants and other persons interposed shall be prohibited from doing so. Contract, in any form whatsoever, borrowings from the company, to be granted by it a discovery in current account or otherwise, and to cause to be endorsed or endorsed by it their commitments to third parties.
This prohibition does not apply to legal persons who are members of the Board of Directors.
Any agreement between the company and one of its directors, director general, either directly or by person, must be subject to prior approval by the Board of Directors. The same applies to all bonds, guarantees and guarantees on first demand subscribed by the company for commitments made by third parties.
Prior authorisation is also required for the agreements between the company and another company if one of the directors or if the Director General of the SOGIP SA is the owner of the company or partner indefinitely responsible, Manager, director or general manager.
However, authorization is not required when the agreements cover routine transactions under normal conditions.
TITLE V. - MONITORING AND MONITORING
Article 31. - Office of the Auditor
The control of the company is exercised by an auditor and an alternate who complies with the conditions of eligibility required by law.
The ordinary general meeting of shareholders shall have competence for the appointment of the Commissioners to hold the accounts and to the deputy auditors.
The auditors are appointed by the general meeting of shareholders for a period of six renewable social years. The mandate of the auditor may be renewed.
However, where it is determined that the Auditor has not completed the minimum stadities, the Board of Directors is required to propose its replacement to the General Assembly.
Article 32. - Management Control
SOGIP SA has a management control and internal audit body. The mission of this body is to ensure ongoing monitoring of the management of the company. It shall be responsible, inter alia, under the authority of the Director-General:
-to make and maintain the board of the company showing from indicators, the evolution of the main results of the company's activity;
-to provide regular updates on the implementation of the budget and the cash situation;
-to report on a quarterly basis on the management of the company;
-constantly monitor the evolution of the workforce and the wage bill.
TITLE VI. - COMPTABILITE
Article 33. - Annual financial statements
Regular accounts of social transactions shall be kept in accordance with the laws and customs of commerce.
At the close of each financial year, the Board of Directors shall adopt the consolidated financial statements in accordance with the provisions of the Uniform Act concerning the organisation and harmonisation of accounts.
It shall draw up a report on the situation and activity of the company during the preceding financial year and on their foreseeable development.
The accounting documents shall be made available to the Auditor, at least 45 days before the date of the Ordinary General Assembly.
Once approved by the ordinary general meeting, the financial statements shall be forwarded to the supervisory authorities, the Financial Controller and the Audit and Control Commission of the Public Enterprises within one month. Accompanied by the reports of the Auditor.
Article 34. - Assigning results
After approval of the accounts and recognition of the existence of a profit, the General Assembly shall determine on a proposal from the Administrative Council:
-the assignment or employment of all or part of that benefit;
-the levy on this benefit of all amounts to be carried back to the next financial year or to be recorded in one or more ordinary or special, general or special reserve funds.
The General Assembly may, after finding out the existence of legal reserves not otherwise provided for by law, decide in addition, the allocation or the use of sums taken from those reserves; in this case, the decision expressly states the Reserve positions on which these samples are taken.
Losses shall be carried, where appropriate, to the account " Reprofiling " Or offset directly with existing reserves.
Article 36. - Office registration of certain expenses
The expenditure of the company solely for the exploitation of a public service concession whose incorrect accounting or non-payment is liable to jeopardise the continuity of the operation shall have the character of charges And are the subject of an ex officio registration.
These are expenditures related to:
-gross staff salaries and social security contributions;
-taxes owed by the undertaking;
-permanent water, electricity and telephone expenses;
-expenditure on repayment of loans contracted or endorsed by the State.
This ex officio entry in the accounts of the financial year and in the budgets of the undertaking shall be decided by the Minister responsible for Finance in the event of a failure by the Director-General duly noted by the Board of Directors or by the bodies of Control. This deficiency leads to the responsibility of the Director General.
The latter shall, in particular, provide for cash resources for the payment of compulsory charges.
Article 37. - Retention of Records
SOGIP SA has the obligation to keep records and supporting documents from revenue and expenditure transactions for a period of 10 years.
Failure to comply with this provision constitutes a fault of management involving the personal responsibility of the Director-General and the agents concerned before the Court of Auditors.
TITLE VII. - STAFF
Article 38. - Legal regime
The staff of SOGIP.SA, with the exception of seconded officials, shall be governed by the provisions of the Labour Code, subject to the exceptions provided for by law.
Any employee seconded to the SOGIP.SA shall remain subject to his or her original status.
Article 39. - Compensation
The amount of the function allowance or the technical premium to which he or she may be entitled shall be at most equal to the difference between his or her unspeakable salary and the salary of the occupation.
It may also benefit from the benefits associated with the latter as provided for in the settlement or settlement agreement.
The rules on the cost of mission and travel of officers and members of the Board of Directors of the Company shall be fixed by decree.
Deliberations or decisions to award annual bonuses or gratuities to non-company officers are approved by the Board of Directors.
TITLE VIII. - END OF SOCIETY
Article 40. - Dissolution
Shareholders may, at any time, declare the company's early dissolution. The decision is taken at an extraordinary general meeting.
The company shall be dissolved for the causes common to all companies under the conditions and effects provided for in Articles 200 to 202 of the Uniform Act relating to the Law of Commercial Companies and the Economic Interest Grouping.
It shall also be dissolved in the event of a partial loss of assets under the conditions set out in Articles 664 to 668 of the said Uniform Act.
The dissolution shall be imposed by law and shall take effect only after the appointment of the liquidator under the conditions laid down in Article 3 of Law No. 84-64 of 16 August 1984 laying down the rules for the liquidation of public establishments, National corporations and mixed economy companies.
The powers of the management and management bodies shall terminate on the date of the dissolution of the company, but shall not terminate the functions of the meeting of shareholders.
Article 41. - Liquidation
The dissolution of the company results in its liquidation, except for the cases of division and merger.
Liquidation operations and their controls shall be carried out according to the conditions laid down in the Uniform Act relating to the Law of Commercial Companies and Grouping of Economic Interest and by Law No. 84-64 of 16 August 1984 establishing Arrangements for the winding up of public institutions, national companies and mixed economy companies.
TITLE IX. - LEGAL
Article 42. - Competent Jurisdiction
Any disputes relating to social affairs that may arise during the life of the company or during its liquidation, either between the shareholders or the directors and the company, or between the shareholders themselves, shall be Submitted to the Tribunal de Grande Instance Hors Classe de Dakar.
Article 43. - Election of Domicile
In the event of a dispute, any shareholder is required to elect domicile within the jurisdiction of the Tribunal de Grande Instance Hors Classe de Dakar and all assignments and meanings will be regularly issued to that elected domicile.
