Decree No. 2013-742 June 7, 2013

Original Language Title: Décret n° 2013-742 du 7 juin 2013

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Ministry of economy and finance order No. 2013-742 June 7, 2013 Decree No. 2013-742 June 7, 2013, granting recognition of public utility in the 'Marie-Louise MIMRAN Foundation'.

REPORT of PRESENTATION the company sugar Senegalese and the grands moulins de Dakar, subsidiaries of the Group MIMRAN, as well as Mr. Diagna Ndiaye, initiators of the project referred to as Foundation "Foundation Marie-Louise MIMRAN" were for many years involved in many social and humanitarian actions they want to develop to contribute, public authorities, to the advancement of the human condition.

The «Fondation Marie-Louise MIMRAN"overall purpose is to support and to carry out humanitarian and social actions in the areas of health, education, sports and culture.
In accordance with Act No. 95 - 11 of 7 April 1995 establishing the Foundation of public utility in Senegal and Decree No. 95-415 of 15 May 1995, it is expected the provisions:-recognition of the "Fondation Marie - Louise MIMRAN" public utility.
-approval of the statutes of the Foundation;
-duration for which the Foundation is incorporated;
-indication of the headquarters of the Foundation;
-designation of the authority responsible for the technical supervision of the Foundation;
-determination of the representation of the State in the Foundation Council.
Such is the purpose of the present draft decree.

The President of the Republic, pursuant to the Constitution, particularly articles 43 and 76;

Having regard to Act No. 95 - 11 of 7 April 1995 establishing the Foundation of public utility in Senegal;

Mindful of Decree No. 95-415 of 15 May 1995 on the implementation of Act No. 95 - 11 of 7 April 1995 establishing the Foundation of public utility in Senegal;

Having regard to the application for recognition of public usefulness of October 5, 2012;

The supreme court heard in its session of January 22, 2013;
The report of the Minister of economy and finance;

Decrees: Article 1. -Referred to as 'Foundation Marie - Louise MIMRAN' is recognized of public utility.

S. 2. - are approved the statutes of the "Fondation Marie - Louise MIMRAN" annexed to this Decree.

S. 3. - the duration of the "Fondation Marie-Louise MIMRAN" is indeterminate. The Foundation is dissolved for the causes and in the conditions laid down by article 41 of law No. 95-11 of 7 April 1995 establishing the Foundation of public utility in Senegal and articles 20 and 21 of Decree No. 95-415 of 15 May 1995.

S. 4. - the registered office of the Foundation is located on the 6th floor of 18, Boulevard de la République Dakar.

S. 5. - the technical supervision of the "Fondation Marie-Louise MIMRAN" is provided by the Ministry of health and Social Action.

S. 6. - the State of Senegal is represented within the Council of the "Fondation Marie-Louise MIMRAN" by an agent designated by the Ministry of health and Social Action.

S. 7 - the Minister of economy and finance and the Minister of health and Social Action are responsible, each in relation to the implementation of this Decree which shall be published in the Official Journal.
Made in Dakar, June 7, 2013, by the President of the Republic: Macky SALL Prime Minister Abdoul MBAYE.

FOUNDATION MARIE-LOUISE MIMRAN STATUTES TITLE 1. -PROVISIONS General Article first. -The Constitution it is formed by the undersigned a foundation of public utility of Senegalese law governed by laws and regulations, including Act No. 95-11 of 7 April 1995 establishing the Foundation of public utility in Senegal and its application Decree No. 95 - 415 of 15 May 1995 together with the present statutes.

Section 2. -The name the Foundation is referred to as "Foundation Marie-Louise MIMRAN", abbreviated «Foundation MLM».

Article 3. -Head Office the Head Office of the Foundation is set on the 6th floor of 18, Boulevard de la République, Dakar - Senegal.
It can be transferred to any other place in the territory of the Republic of Senegal, in the conditions laid down by articles 18 of Act No. 95 - 11 of 7 April 1995 establishing the Foundation of public utility in Senegal and 10 of Decree No. 95-415 of 15 May 1995 on the implementation of the Act.

Article 4. -The duration the duration of the Foundation is indefinite.

Article 5 -The Foundation purpose main purpose is to:-make donations of school supplies and teaching materials to schools;
-to participate in the fight against debilitating diseases;
-to provide assistance to those affected by the floods;
-to assist the nurseries of the country;
-to raise awareness of HIV voluntary testing;
-to organize blood donation days.
-to support sports events;
-to support the Organization of festivals;
-to support education in rural areas;
-to award scholarships to deserving children from families with low incomes;
-to participate in the construction and maintenance of places of worship;
-to participate in programmes for the promotion of urban youth;
-to participate in the program on hygiene of the school;
-to rehabilitate and equip health structures of proximity;
-to support sports training centers;
-to participate in the facilitation of access to drinking water in rural areas;
-to support the design and experimentation of services and innovative systems of the future by an assistance to incubation programs;
-to raise awareness for the protection of our environment;

Section 6. -The founders the Foundation is created by: 1. the company sugar Senegalese, abbreviated "CSS", Société anonyme with a capital of 14 552 100 000 CFA francs, registered with the trade register and Credit furniture of St. Louis under the number SN STL 70 B 57, and holder of the NINEA 00280602 G 3 whose headquarters is at Richard-Toll in the St. Louis region BP. 2031 Dakar, and represented by its Director General, Mr André Froissard;

2. the grands moulins de Dakar, in short "The GMD», limited company of Senegalese law to the capital of 1 180 000 000 Francs CFA FRANCS, registered with the trade register and the Credit furniture in Dakar under the number SN DKR 4785 B, NINEA 0013 516 2 G 3, whose headquarters is located at the avenue Félix Eboué, Dakar - Senegal , represented by its Director General, Mr Emile ELMALEM.

3 Mr Mamadou Abahlali Ndiaye, unmarried, holder of the national identity card no. 1 251 1949 00300, issued in Dakar on 8 May 2007, residing in 14, bis rue Bérenger Ferraud Dakar, born February 10, 1949 in St. Louis, of Senegalese nationality.

TITLE II. -BODIES of the Foundation, Foundation Board and Deputy head section 7. -Foundation Board 7-1. -The Foundation Board consists of six members at least appointed by the founders among the people chosen because of their expertise in the fields of activity of the Foundation or that can contribute to the attainment of its objects for a renewable term of four years.
The renewal of the members of the Foundation Board is made by cooptation.
Member of the Foundation Board are free.
The Foundation Board membership is lost by:-death;
-resignation;
-cancellation on decision of the Foundation Board;
The Foundation Board designates its Chairman among its members and apart from the representatives of the State;
The president of the Foundation Board shall ensure the fulfilment of the objectives of the Foundation.
Chairman of the Foundation Board are provided free of charge.

7-2.-Foundation Board meets at least twice per year or as necessary, convened by the Chairman or at the request of at least one of its members half.
7-3.-the Foundation Board is the supreme body of the Foundation.

It has a general Mission of achieving the objectives of the Foundation, the purpose of the property of the Foundation and the monitoring of heritage and the resources of the Foundation.
It is especially responsible for:-the general orientation of the activities of the Foundation;
-the adoption of the manual of procedures and the monitoring of its application;
-the designation of the members of the cell of internal control and the establishment of their remuneration;
-the designation of the Deputy and the fixing of remuneration;
-the designation of the incumbent external auditor and fixing the duration of its mandate;
-approval of the annual programme of activities and the annual budget of the Foundation and signed agreements for the implementation of this programme;
-the approval of the Foundation's annual accounts presented by the Deputy head and the allocation of the net profit for the year.
In addition, under the mission of surveillance and control which lies upon him, the Foundation Board:-a permanent control of the management by the Deputy head and sends any useful guidance.
-takes note of the annual accounts submitted by the general administrator, reports of the cell of OIOS and the Board of Auditors;
-shall ensure compliance with the orders addressed by the State under the administrative and technical supervision and the observations by the internal oversight unit and the Board of Auditors.

Section 8. -The Director general 8-1. -The general director is appointed by the Foundation Board among its members or outside them, according to the rules governing the deliberations of the Council provided for in article 7 of these articles of incorporation.
He was chosen because of his professional skills especially in the field of the management of projects or programs.

The general administrator, which is necessarily a natural person, is appointed for a renewable term of four years.
It is revocable at any time by the Foundation Board.

8-2.-the Deputy is responsible for the management of heritage, activities and program of the Foundation, within the limits and under the terms laid down in the manual of procedures.

It represents the Foundation in its dealings with third parties.
It recruits and manages the staff of the Foundation.

TITLE III. -STAFFING initial, resources, DOCUMENTS accounting exercise SOCIAL Article 9. -The initial Endowment founders bring to the Foundation, an initial endowment in cash of an amount of 172.000.000 CFA francs.
This amount is fully paid and assigned to the Foundation on the date of signature of the present statutes.

Section 10. -The resources of the Foundation are:-the initial staffing and revenues of its management;
-income from the management of the patrimony of the Foundation;
- and the comments issued by the internal oversight unit and the Board of Auditors;
-grants, donations and bequests from any natural person and / or moral, public and / or private, without that they can violate the laws and regulations in force in Senegal, or to impair the independence of the Foundation;
-events organized by the Foundation.

Section 11. -The accounting records, the financial year 11-1. -The Foundation is equipped with a manual of administrative and accounting procedures approved by the Foundation Board. Its application is under continuous monitoring by the Foundation Board.
The Handbook defines and establishes the organizational framework of the Foundation, accounting, financial management and control procedures and the status of the staff of the Foundation. It specifies the tasks assigned to the control unit.

11-2.-the Foundation shall keep books of accounts and the supporting documents of the operations that it performs. It establishes annual accounts in accordance with the SYSCOA, generally accepted accounting principles and uniformly applied procedures and practices.

TITLE IV. -Article 12 Foundation supervisory bodies. -The internal control unit 12-1. -The Foundation Board may appoint, apart from its members and the Managing Director, a cell of internal control composed of two members.
Internal Auditors are appointed for a renewable term of three years. Their remuneration is fixed by the Foundation Board.
12.2 - the internal control unit controls the proper management of the Foundation as well as the implementation of guidelines and decisions of the Foundation Board. It must notably:-ensure compliance, by the Foundation, of the laws and regulations in force in Senegal;
-ensure the safeguarding of the heritage of the Foundation;
-ensure compliance with the objectives set by the Board;
-ensure the correct application of the manual of procedures;
-check the administrative and financial management of the Foundation and ensure the reliability of its accounts as well as their holding in accordance with accounting standards;
-make sure that there is no conflict of interest between the Foundation and the people responsible for its administration, its management and its control.
The Deputy head as the case may entrust specific tasks to the internal control cell which reflects it.
The control unit also reports its monitoring mission to the Foundation Board.

To this end, it shall submit each year to the approval a report on the administrative and financial management of the Foundation.

Article 13. -The Board of Auditors of 13-1. -The Foundation Council shall appoint a Commissioner to the accounts holder and one alternate auditor, both chosen among the members of the national order of accountants and accountants of Senegal (ONECCA) and registered in the roll of the order in the section of the Commissioners to the accounts.
Cannot be designated as statutory auditors:-the founders, the members of the Foundation, the administrator-general and the staff of the Foundation Board;
-the spouses, parents, and persons allied sus indicated up to the 4th degree inclusive;
-companies Auditors with a partner located in one of the situations referred to in the first two points.
During the three years following the termination of their functions of control of the Foundation, the Auditors cannot be responsible for its administration.
The auditor is appointed for two years.
His duties end after the meeting of the Foundation Board on the accounts of the second year.
The auditor is responsible for verifying the regularity and the sincerity of the accounts of the Foundation as well as the conformity of its actions with the manual of procedures and regulations in force.
As such, it can be communicate all documents and information it deems useful or necessary for the performance of its tasks.
The external auditor presents the Foundation Board reports and results of its work.

Section 14. -The control of the State financial statements and their annexes, the inventory of items of assets and liabilities, the budget estimates, the report on the situation of the Foundation and its short, medium and long term prospects, the annual report on the accounts, the management report of the Deputy head, the Commissioner's report to the accounts should be addressed to the Minister of Finance within a period of one month from the meeting of the Board which ruled on the accounts for the year elapsed.

Title V. - available RELATIVEAU staff section 15. -The Foundation staff can conclude employment contracts with the staff necessary for its functioning under the conditions provided for by the laws and regulations in force in Senegal.

TITLE VI. -MODIFICATION of the statutes, DISSOLUTION - LIQUIDATION Article 16. -The modification of the statutes the statutes may be amended by the Board under the conditions laid down in articles 18 of Act 95-11 of April 17, 1995 and 10 of Decree No. 95-415 of 15 May 1995.

Article 17. -The Dissolution-17-1. -The Foundation Board may decide the dissolution of the Foundation when:-the object of the Foundation is directed or is more feasible.
-operation can no longer be assured.

LIST of the members of the FERTILIZATION forenames and Council names functions nationality Profession coordinates Signatures Mr Mamadou Abahlali NDIAYE President of Council of Foundation Senegalese 14, bis rue Bérenger Ferraud Dakar Mr Nachson MIMRAN Vice President French Chalet Toulaba Oberbort Straße 60 3780 - GSTAAD Switzerland Mr David MIMRAN Vice President French 433 c tens of Hermance, 1248 Hermance, Switzerland Mr André FROISSARD Member French Cité des Cadres , villa No. 2, Richard-Toll Senegal Mr Emile ELMALEM Member Mr Souleymane MBOUP Member Senegalese Lot 4, Almadies Dakar - Senegal Mr Abdelkarim RAGHNI Member representative of the Minister of health and the social Senegalese representative of Minister of Education Action nationale Sénégalaise