Presidency of the Republic Decree No. 2016-329 March 23, 2016 Decree No. 2016-329 March 23, 2016, approving the statutes of the company's management of public infrastructure in urban Poles of Diamniadio and Lac Rose, abbreviated 'SOGIP SA'.
REPORT of PRESENTATION the company of management of public infrastructure in the urban centres of Diamniadio and Lake Rose, SOGIP SA, whose establishment was authorized by Act No. 2015-25 December 21, 2015, is a national company, governed by Act No. 90-07 of 26 June 1990 on the Organization and control of companies in the broader public sector and control of legal persons of private receiving financial assistance from the public authorities law.
In this regard, SOGIP SA is a company whose capital is its Constitution, entirely supported by the State, but could possibly be open to other legal persons of public law.
In accordance with the foregoing provisions, the Organization and functioning of the SOGIP must be governed by statutes approved by Decree and possibly supplemented by rules of procedure.
Such is the economy of the draft decree.
The PRESIDENT of the Republic, pursuant to the Constitution;
Having regard to the uniform act of 17 April 1997 on the right to commercial companies and economic grouping;
VIEWED Act No. 90-07 of 26 June 1990 on the Organization and control business of bps and control of legal persons governed by private law benefiting from financial assistance from the public authority;
PURSUANT to law No. 2015-25 December 21, 2015, authorizing the creation of the management company of the public infrastructure in the urban centres of Diamniadio and Lake Rose called SOGIP SA;
Mindful of Decree No. 88 - 22 December 1988 concerning the statutes 1725 types of national societies;
Having regard to Decree No. 2013 - 96 January 14, 2013 on the appointment of the Minister, Secretary general of the Presidency of the Republic;
Having regard to Decree No. 2014 - 845 06 July 2014 appointing the Prime Minister;
Mindful of Decree No. 2014-853 09 July 2014 on the distribution of the services of the State and control of public institutions, societies and corporations with public participation between the Presidency of the Republic, the Prime Minister's Office and the ministries, amended by Decree No. 2015-299 06 March 2015.
Having regard to Decree No. 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, DECREED: Article 1. -Approved the statutes of the public infrastructure management company in the Poles urban Diamniadio and Lac Rose, abbreviated 'SOGIP SA', annexes to this Decree.
S. 2 - the Minister Secretary-General of the Presidency of the Republic and the Minister of economy and finance Plan are responsible, each in relation to the implementation of this Decree which shall be published in the Official Journal.
Made in Dakar, March 23, 2016 Macky SALL, the President of the Republic: Prime Minister Mahammed Boun Abdallah DIONNE statutes of the society's management of public infrastructure in the urban centres of DIAMNIADIO and the Lake ROSE, SOGIP SA title first. -PROVISIONS General Article first. -Shape the society of management of public infrastructure in urban Diamniadio and Lac Rose centres, abbr. SOGIP SA, Société par actions de droit privé whose establishment is authorized by Act No. 2015-25 December 21, 2015, is governed by:-the provisions of Act No. 90-07 of 26 June 1990 concerning the Organization and control of companies in the broader public sector and control of legal entities of private receiving financial aid law of public power;
-the provisions of the Uniform Act relating to commercial companies and economic interest grouping law;
- and these statutes.
Section 2. -Object La SOGIP SA is to:-the management of public infrastructure within urban Poles of Diamniadio and Lac Rose.
-the acquisition of shareholdings, the detention, the management of securities issued by public bodies in their activities at the level of above urban centres;
-Research of public and private, national and international partners, for the financing of projects of public interest and the realization of investment projects.
As such, it is responsible for search of partners able to ensure optimum exploitation of infrastructure in technical and financial conditions satisfactory to the State, including through conformity with Senegalese law contractual schemes.
It is also responsible to preserve and ensure the physical security and legal the sites earmarked for public infrastructure under its jurisdiction, in relation to the departments and public bodies concerned.
Article 3. -Name the company is referred to as management company for public infrastructure in the urban centres of Diamniadio and Lake Rose, abbr., SOGIP SA.
This name must appear on all the acts and documents of the company and intended for third parties, including the letters, invoices, notices and various publications.
It will be preceded or immediately followed in legible characters an indication of the form of the company, the amount of its share capital, the address of its head office and the mention of its registration in the trade and personal property credit register.
Article 4. -Headquarters SOGIP SA has its headquarters in Diamniadio. The registered office may be transferred to any other place by decision of the Board of Directors, after approval of the guardianship authority.
On decision of the Board of Directors, it may be created and installed branches, agencies or offices in all places which will however be subject to registration in the trade and personal property credit register.
Article 5 -Duration the duration of the company is fixed at 99 years, effective agenda for its final constitution, except early dissolution or continuance provided for by these statutes.
Section 6. -Resources the resources of the company consist, inter alia by:-own resources generated by the operation of the infrastructure, rights real estate and other assets managed by the company;
-affected resources of revenues from concessions with right-of-way in the urban centres of Diamniadio and Lake Rose;
-grants from the State and all other public entities.
Section 7. -Active society investments made or programmed in urban centres on financing of the budget of the State or the partners both public and private with the guarantee of the State, may be paid in the heritage of the SOGIP when they present an economic and commercial vocation predominant.
SOGIP SA may also be granted a right of use on buildings located in urban centres and subject to the regime of the public domain. In this case, the company may enhance that right of use as an intangible asset, according to common law processes.
TITLE II. -Share CAPITAL Article 8. -Social capital the capital of the SOGIP is wholly owned by the State. Optionally, it can be opened to other legal persons of public law.
The capital is set to the sum of two billion CFA francs (2,000,000,000) divided into two hundred thousand (200,000) shares with a par value of ten thousand (10,000) CFA francs each fully subscribed by the State of Senegal.
Throughout the company, the direct involvement of the State of Senegal must be greater than 50% of the share capital.
Article 9 -Increase the share capital the share capital can be increased in one or several times, either by issuing new shares, the nominal amount of existing shares.
It can be also expanded by way of contributions in kind or in cash, by compensation with certain, liquid and exigible claims on the company, by incorporation of endowment funds, reserves, profits, premiums or premiums comparable to reserves or profits.
The shares enjoy same benefits and confer the same rights as the existing shares. The share capital must be fully paid before any issuance of new shares in cash on pain of nullity of the transaction.
Public authorities other than the State, public institutions or national societies may participate jointly or not with the State, to a capital increase.
However, the State enjoys a preferential subscription right.
Section 10. -Reduction of the share capital the share capital may be reduced either by decrease of the number of shares or reduction of their nominal value.
If the reduction of the share capital, regardless of the cause, to reduce the share capital to an amount less than the legal minimum, it must be immediately followed by an increase, to less than this amount minimum, at least that the company was transformed into one company of another form does not require a higher equity capital after its reduction.
Section 11. -Authorization the increases and reductions of social capital are authorized by decree after the opinion of the Advisory Committee of the broader public sector. They may be decided by the Board of Directors, after obtaining the assent of the supervisory authority.
Section 12. -Payment of the shares
With an increase of the share capital, the representative shares of contributions in kind must be released immediately and fully.
Shares subscribed for in cash must be compulsorily released a quarter at least of their nominal value during their subscription and if necessary, all of the premium.
The payment of the non-liberated part of shares subscribed in cash must intervene in one or several times, on appeal by the Board of Directors, within the maximum period of three years from the day where the capital increase is carried out.
Fund-raising are brought to the attention of subscribers one month before the date fixed for each instalment, by registered letter with request for acknowledgement of receipt and a notice inserted in a journal of legal notices of the place of the registered office.
Default of payment at the times determined by the Board of Directors, the company address to the defaulting shareholder a notice by registered letter with request for acknowledgement of receipt or delivered letter against a receipt.
Article 13. -Form of shares fully paid shares are exclusively registered shares; they are materialized by a certificate or titles. Their property and the rights of the holder are the result of the inclusion of the name of the holder on the records of the company.
The owners of the shares receive a certificate reproducing the statements made in the records of the company: identity of the holder, number, and number of shares owned as well as, if applicable, the nature of ownership of the title and the ability of the holder.
Representative titles of these actions are taken from registers to strains numbered, stricken by the stamp of the company, and bearing the signature of the Chairman of the Board.
Section 14. -Transmission of the shares may be owned only by the State or legal entities of public law.
They are not negotiable.
The State may transfer part of its actions to legal persons of public law. The actions to be transferable, must be fully paid-up.
Under penalty of non-opposability to the company, any transmission of certificate of shares or securities must be notified to the latter for registration. The certificate or the titles of the assignor are cancelled and issued certificates or new tracks to the assignee.
Section 15. -Rights and obligations attached to the shares each share is entitled, in the social assets, profits and the liquidation order, to a share proportional to the fraction of capital it represents.
It is attached to each share a voting rights commensurate to the proportion of the capital that it represents and each share gives right to one vote.
Ownership of a share carries right adherence to the articles of the company and decisions regularly sought-after by governing bodies and in General Assembly.
Shareholders are responsible for the social liabilities only up to the nominal amount of the shares they own.
The rights and obligations attached to the action following the title in any hand which it passes.
The shares are indivisible from society which recognizes only one owner for the same action. All owners of an action are required to represent the company by one and the same person.
TITLE III. -General section 16 meetings. -Composition regularly convened and constituted general assemblies represent the universality of the shareholders.
Meetings of shareholders include members of the Board of Directors and a representative of each legal entity public shareholder.
The financial controller or his representative as well as Executive Director attend general meetings with voice but without vote.
The Chairman of the Board presiding the general assemblies may invite to participate in it, according to the order of the day, any person whose presence would be useful.
Article 17. -Meetings the general meeting of shareholders is convened by the Board of Directors. It may also be convened by the supervisory authority, the financial controller or by the Board of Auditors, an agent or liquidator.
The convocation of meetings of shareholders with reference to the agenda, is addressed to each shareholder fifteen days at least before the date of the meeting.
Any meeting irregularly convened may be cancelled. However, the action in nullity is not admissible when all the shareholders were present or represented.
When an Assembly could deliberate lack of meet the quorum, the second Assembly is convened six days at least in advance, in the same manner as the first. When the meeting is convened by an agent of justice, the judge may fix a different period.
The deliberations of the General Assembly taken in accordance with the law and these statutes oblige all shareholders, even absent, incapable or dissidents. They are found in the minutes drawn up in a special register and signed by the Chairman and the Secretary of meeting.
Section 18. -Ordinary ordinary General Assembly General Assembly deliberation takes all decisions other than those which are taken by an extraordinary general meeting. It meets at least once a year, within six months of the end of the year.
It deliberates validly when it brings together one quarter of its members, present or represented, on first call. No quorum is required on second convocation.
The deliberations of the General Assembly are taken by a majority of the votes cast. For the counting of votes, the principle one Member, one vote, is applied.
Where an election is made, it is not taken into account of blank ballots.
Section 19. -Deliberation of the extraordinary General Assembly the General Assembly extraordinary, which may be convened at any time of the year, is only empowered to amend the statutes in all their provisions. It is also competent to authorize mergers, splits, transformations and partial contributions of assets, to transfer the registered office of the company in another city or in the territory of a State, to dissolve in advance the company or extend the duration.
It deliberates validly before it is composed of its members, present or represented, on first convocation half and one quarter of its members, present or represented, on second call.
If this second quorum is not reached, the meeting may be convened again within a period of two months from the date fixed by the second convocation.
The deliberations of the extraordinary General Assembly are taken by a majority of two-thirds of the votes cast. For the counting of votes, the principle of one Member, one vote is applied. Where an election is made, it is not taken into account of blank ballots.
TITLE IV. -Article 20 directors. -Management bodies the SA SOGIP is administered by a Board of Directors, a Management Committee a director general assisted by a Secretary-General.
First chapter. -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 Prime Minister;
-a representative of the Minister in charge of finance;
-a representative of the Minister in charge of infrastructure;
-a representative of the Minister responsible for the Habitat;
-a representative of the Minister responsible for the Promotion of investment and partnerships.
The Board of directors includes, in addition, where appropriate, a representative for each legal entity of public law participating in the capital of the company.
The term of office of Directors is two years, renewable. However, the mandate stops right when the administrator loses quality because of which he has been designated or when it forbore to attend three consecutive meetings of the Board of Directors, except in cases of force majeure.
Termination of right of the mandate is issued by authority which has power of appointment.
Also attend the meetings of the Governing Council, consultative:-the Director general of the company, which provides the secretariat and up a report. It may be accompanied by any member of the management of the company;
-the financial controller or his representative;
-the Board of Auditors.
Section 22. -Presidency on the suggestion of the president of the Republic, the Board of Directors elects its president. The latter cannot be chosen from among the officials or agents of the authority to exercise the technical supervision of the company.
A vice-president, elected under the same conditions, performs the functions of Chairperson in the absence of the latter.
Section 23. -Responsibilities the Board deliberates on all measures concerning the management of the company, including:-the rules of procedure;
-the multiannual programmes of actions and investment;
-budgets and forecast accounts;
-acquisitions and dispositions of heritage;
– the plug and financial participation;
-the collective agreement of establishment projects;
-the approval of contracts and other contracts of a amount higher than one billion francs.
The Council shall ensure the application of its deliberations by the Director general. It deliberates each year on the report of management and the social report of the company submitted by the Director general.
He is informed of presidential directives, including those derived from the reports of the bodies of control over the management of the company and discusses each year on a report by the Director-general on the implementation of these guidelines.
Member of the Board of Directors are remunerated by tokens of presence, calculated and paid in accordance with article 14 of Act No. 90-07 of 26 June 1990 on the Organization and control of companies in the broader public sector and control of legal persons of private receiving financial assistance from the public authorities law.
Section 24. -Operation the Board of Directors shall meet upon call by its Chairman, as often as required by the social interest and at least three times a year.
It may deliberate validly as according to the quorum and majority rules laid down by other statutes and rules of organization and operation.
Decisions are taken by a majority of voters. In case of equal division of votes, the president is dominating. The Director general of the company provides the secretariat for meetings of the Board of Directors and shall draw up minutes.
The Secretariat of the Governing Council is provided by the Director general who draws up minutes. The minutes shall be signed by the Chairman of the Board of Directors and is transmitted to the supervisory authority within 15 days following the meeting, as well as the deliberations of the Board of Directors.
Section 25. -Sanctions in case of irregularity or deficiency characterized, the Board of Directors may be suspended or dissolved by Decree. Suspension or dissolution designates a provisional Administrative Committee for a maximum period of six months. At the end of this period, a new Board of Directors is made up.
Chapter II. -Other bodies of administration Article 26. -The Committee of the Committee branch ensures continuous monitoring of the management of the company in between the meetings of the Board of Directors, which may delegate part of its powers with the exception of those listed it in article 23 above.
It can also receive a delegation in transfer, wire transfer and credit report.
The Board reports its meetings to the Board of Directors.
It is chaired by the president of the Board of directors or the Vice-Chairman in the absence of the latter. Members are representatives of the guardianship authority. Three other members are elected by the Board of Directors in its midst.
The Director-general and the financial controller attend Steering Committee meetings with voice but without vote.
Section 27. -General the Directorate-General of the SOGIP is led by a director general. It represents it in dealings with third parties.
In its relations with third parties, the company is committed even by the Executive Director acts which are not the social object. The stipulations of the Statute, the decisions of meetings or Board limiting these powers shall not be demurrable to third parties of good faith.
The Director-general is appointed by Decree. For the exercise of these functions, it is invested with the broadest powers exercised within the limits of the purpose and subject to those expressly attributed to, general meetings or specially reserved to the Board of directors by legal or statutory provisions.
The Director general is responsible for the management and the day-to-day administration of the company.
As such, it:-ensure the execution of the decisions taken by the legislative organs and the guardianship authorities;
-assists with voice but without vote in the meetings of the legislative organs;
-prepares the budget and oversees its execution, both revenue and expenditure;
-represent the company in court and in all acts of civil life;
-presented annually to the Board of Directors financial statements commented and he shall submit a report of management making the point, including the execution of budgets and multi-annual programmes of action and investment.
-is required to submit to the Board a progress report containing, inter alia, social auditing, payroll, ongoing litigation, career, recruitment programs training plan, where appropriate, the list and the amount of the premiums and benefits of any kind granted during the year to staff, including the Director-general.
However, the Director-general cannot, without being previously authorized by the Board of Directors:-proceed with all loans accumulated during a year exceeds a billion francs CFA;
-approve contracts totalling over a billion CFA francs.
Executive Director receives a remuneration whose amount as well as the advantages and benefits that accompany it are fixed in accordance with Decree No. 2014-696 of 27 May 2014 fixing the remuneration of the Directors General of the broader public sector undertakings and classifying of the companies said.
Section 28. -The general Secretariat the general director of the SOGIP is assisted by a Secretary general. It is appointed by decision of the Director general.
Section 29. -The organisation of society the organisation of society is determined by the Board of Directors, on proposal of the Director general.
Directors, heads of Department, service and other structures of society are appointed by the Director-general.
Article 30. -Conventions prohibited and regulated under penalty of nullity of the convention, it is forbidden to the permanent representatives of the directors acting personally, to the Director general as well as their spouses, ascendants or descendants and other persons interposed to contract, in any form whatsoever, loans from the company, to make it a current account overdraft or otherwise as well as to condone or endorse by their commitments to third parties.
This prohibition does not apply to persons legal members of the Board of Directors.
Any agreement between the company and any of its directors, Director general, either directly or by proxy, shall be subject to the prior approval of the Board of Directors. It is same for all guarantees, warranties and guarantees on first demand guarantees underwritten by the company for commitments made by third parties.
Prior approval is also required for the agreements between the company and another company if one of the Administrators or if the Director general of SOGIP SA is owner of the company or associated with unlimited liability, Manager, Director or director-general.
However, permission is not necessary when the conventions relate to current operations concluded under normal conditions.
Title V. - monitoring and SURVEILLANCE section 31. -Commissioner of accounts of the company is controlled by a Commissioner accounts and an alternate fulfilling the eligibility conditions required by law.
The ordinary general meeting of shareholders is responsible for the appointment of the Auditors holder and Commissioner to the alternate accounts.
The Auditors are appointed by the general meeting of shareholders for a period of six financial years renewable. The mandate of the Board of Auditors may be renewed.
However, when it will be determined that the external auditor has not completed the minimum stagecoaches, the Board of Directors is required to offer its replacement at the General Assembly.
Section 32. -Controlling the SOGIP SA has a body in charge of the control of management and internal audit. This body is to ensure permanent control of the management of the company. It is responsible, inter alia, under the authority of the Director-general:-to prepare and keep updated the dashboard of the company showing based on indicators, the evolution of the main results of the activity of the company;
-to take stock regularly on the implementation of the budget and the cash position;
-to present a quarter a global report on the management of the company;
-to continuously monitor the evolution of personnel and payroll.
TITLE VI. -ACCOUNTING section 33. -Annual financial statements is required a regular accounting of social operations, in accordance with the laws and practices of the trade.
At the close of each fiscal year, the Board of Directors stops the summary financial statements in accordance with the provisions of the Uniform Act Organization and harmonization of accounting.
It prepares a report on the situation and the activity of the company during the past fiscal year and their foreseeable development.
Accounting documents are made available to the Board of Auditors, 45 days prior to the date of the ordinary general meeting.
Once approved by the ordinary general meeting, the financial statements are transmitted to the authorities responsible, to the financial controller and the Commission of audit and control of public companies within a period of one month accompanied by the reports of the Board of Auditors.
Section 34. -Allocation of results
After approval of the accounts and determining the existence of a benefit, the General Assembly determines on a proposal from the Board of Directors:-the allocation or use of all or part of this benefit.
-the levy on this benefit of all are to be transferred again to the following financial year or to register for one or more ordinary or extraordinary, General or special reserve fund.
The General Assembly may, after finding the existence of unavailable not stipulated statutory reserves by law, in addition, decide the allocation or use of amounts levied on these reservations; in this case, the decision expressly States reserve positions on which these samples are taken.
Losses are likely, where appropriate, to the account "report again" or compensated directly with existing reserves.
Section 36. -Registration of of certain expenditures of the company relating to exclusive exploitation of a concession of public services such as the incorrect accounting or non-payment are likely to compromise the continuity of the operation have the character of compulsory charges and are subject to a registration office.
It comes to expenditure relating to the:-gross wages of staff and social contributions;
-taxes and fees owed by the undertaking;
-permanent water, electricity and telephone costs;
-expenditure on repayment of loans retroceded or endorsed by the State.
This registration in the accounts of the exercise and in the budgets of the company shall be decided by the Minister of finance in the absence of the Director-general duly recognised by the Board of directors or by the inspection bodies. This deficiency leads to the responsibility of the Director-general.
Including the latter should provide the cash resources for the payment of compulsory charges.
Section 37. -Conservation of documents the SOGIP SA has an obligation to maintain the archives and exhibits the operations of revenue and expenditure for a period of 10 years.
Failure to comply with this provision constitutes a fault of management personal liability of Executive Director and agents involved in the Court of Auditors.
TITLE VII. -Article 38 staff. -The staff of the SOGIP.SA, with the exception of seconded officials, legal regime is governed by the provisions of the Labour Code subject to the exceptions provided by law.
Any civil servant on secondment to the SOGIP.SA remains subject to its original status.
Section 39. -Pay the amount of the compensation function or the technical premium which he can benefit is at most equal to the difference between his salary and the salary of the job.
In addition, it can benefit from the advantages related to the latter as provided for by the regulation or the establishment agreement.
The rules at the expense of mission and travel agents and members of the Board of Directors of the company are fixed by Decree.
The deliberations or decisions to allocate the premiums or annual bonuses to staff other executives of the company are approved by the Board of Directors.
TITLE VIII. -END of society Article 40. -Dissolution at any time, the shareholders may pronounce the dissolution of society. The decision is taken in extraordinary general meeting.
The company is dissolved for the causes common to all companies under the conditions and under the effects provided for in articles 200 to 202 of the Uniform Act relating to commercial companies and economic interest grouping law.
It is also dissolved in the event of partial loss of assets under the conditions laid down in articles 664 to 668 of the abovementioned uniform act.
The dissolution must be imposed by law and shall not take effect only as from the appointment of the liquidator under the conditions laid down in article 3 of Act No. 84-64 of 16 August 1984 laying down the terms of the liquidation of public establishments, national societies and the mixed economy companies.
The powers of the organs of management and direction shall cease from the date of the dissolution of the company, but it does not end the functions of the meeting of shareholders.
Section 41. -Liquidation the dissolution of the company causes its liquidation, except in cases of split and merge.
The process of liquidation and their controls will take place following the conditions established by the Uniform Act relating to commercial companies and economic interest grouping law and by law No. 84-64 16 August 1984 laying down detailed rules the liquidation of public establishments, national societies and the mixed economy companies.
TITLE IX. -Litigation section 42. -Jurisdiction competent all disputes relating to social affairs which may arise during the term of the company or during its liquidation between shareholders or directors and the company, either between the shareholders themselves, will be submitted to the Tribunal de Grande Instance outside class de Dakar.
Section 43. -Election of Domicile in case of dispute, any shareholder is required to make election of domicile within the jurisdiction of the Tribunal de Grande Instance outside class Dakar and all assignments and meanings will be regularly issued to elected domicile.