AFD ARTICLES OF ASSOCIATION

Transcription

1 AFD ARTICLES OF ASSOCIATION FRENCH MONETARY AND FINANCIAL CODE (Regulatory Part) Book V: Service providers. Title I: Banking services providers. Chapter VI: Specialised financial institutions. Section 1: Agence française de développement. Article R The Agence Française de Développement, hereinafter referred to as the Agence, is a specialized credit institution that exercises an ongoing public interest mission in accordance with Article L It may engage in banking operations associated with this mission in the conditions defined by this section. Article R The Agence is a State public industrial and commercial institution, the missions and organisation of which are defined in this section. Its mission is to carry out financial transactions of any nature in order to: a) C ontribute to the implementation of the State's development policy abroad, b) Contribute to the development of French overseas departments and territories and New Caledonia. For this purpose, it finances development operations, which respect the environment; it may carry out other activities and provide other services which relate to its mission. The Agence is, in particular, entrusted with ensuring, directly or indirectly, the provision of technical expertise destined for the beneficiaries of its assistance. The Agence is subject, with respect of those of its activities which are governed thereby, to the provisions of the present code which apply to credit institutions. 1

2 Article R The minister responsible for cooperation chairs a strategic orientation committee consisting of the representatives of the State on the board of directors. He may invite the chairman of the board of directors and the managing director of the Agence to participate in the activity of the committee. The strategic orientation committee coordinates the preparation by the State of the contract between the Agence and the State concerning its objectives and resources and controls performance thereof. It prepares, prior to presentation to the board of directors, the orientations determined by the State for the Agence, pursuant to decisions reached by the interministerial committee for international cooperation and development. Sub-section 1: Operations Article R Financial assistance provided by the Agence may be granted in the form of loans, advances, participations, guarantees, grants or any other form of financial assistance. Such assistance is granted to States, to international organisations, to legal persons governed by public law or private law, in particular non-governmental organisations involved in development, or to individuals. Paragraph 1: Financial Assistance provided by the Agence on its own account Article R Financial assistance provided by the Agence in foreign countries is granted to States within the priority assistance area determined, in accordance with Article 3 of Decree n of February 4, 1998 relating to the creation of an Inter-Ministerial Committee for International Cooperation and Development, by such committee. Financial assistance may also be granted as follows: a) Upon authorisation granted by joint decision of the Minister of Foreign Affairs, the Minister of the Economy and the Minister for Overseas Departments and Territories, in States that have signed regional cooperation agreements referred to in Articles L to L , L to L , L to L of the General Code for Authorities in French Territories, in Articles 28, 29 and 33 of Organic Law n relating to New Caledonia and in Articles 17, 38 and 39 of Organic Law n of February 27, 2004 relating to the autonomous status of French Polynesia ; b) Upon authorization granted by joint decision of the Minister of Foreign Affairs and the Minister of the Economy, in other States. 2

3 Article R The Agence also carries out its activities in French overseas departments and territories and in New Caledonia. Article R The Agence distributes, pursuant to a regulation which it adopts, an annual credit delegated to it by the State for the financing of projects proposed by non-governmental organisations. It carries out the assessment and evaluation of such projects. Paragraph 2: Operations on behalf of the State Article R The Agence manages, on behalf of the State and at the risk of the State, operations financed from the budget of the State. The conditions of such operations are subject to specific agreements signed on behalf of the State by the competent minister(s). Paragraph 3: Other Operations Article R The Agence may represent financing companies, other French or foreign credit institutions, as well as the European Community, States or international institutions or bodies, in the framework of agreements entered into with them. It may also manage operations financed by the European Community, by States or by international institutions or bodies in the framework of agreements entered into with them. The Agence may, by agreement, delegate the management of operations it has approved and financed to the organizations referred to in the preceding paragraph. In the name and on behalf of other overseas territorial authorities or associations thereof, and pursuant to agency agreements, the Agence may itself ensure the management and payment of 3

4 operations approved and financed by such bodies or associations. In the name and on behalf of other territorial bodies or associations thereof, the Agence may also ensure, under the same conditions, the management and payment of operations entered into in connection with decentralized cooperation programs approved and financed by such bodies or associations. Sub-section 2: Central Organisation Article R The head office of the Agence is located in Paris. The Agence may open representative offices in French overseas departments and territories, in New Caledonia and in foreign countries. Article R The amount of the endowment of the Agence, as of August 1st, 2001, is four hundred million euros. This endowment may be increased by incorporation of reserves pursuant to a decision of the board of directors, approved by an order of the Minister of the Economy. This endowment may also be increased through the allocation of public funds in accordance with the legislative and regulatory provisions in force. Article R The management and administration of the Agence are entrusted to a managing director, appointed by decree for a period of three years. The managing director represents and legally binds the Agence. He or she appoints personnel and determines the conditions of their employment. He or she is authorised to delegate any powers necessary for the operations of the Agence. He or she exercises the authority delegated to him/her by the board of directors. 4

5 Article R Modified by Decree No of 3 November 2014 art. 21 (V) I. In addition to its chairman, the board of directors of the Agence is composed of sixteen members appointed in accordance with the following conditions: 1 Six members representing the State, including: a) Two members appointed by decree based on the report of the Minister of the Economy; b) Two members appointed by decree based on the report of the Minister of Cooperation; c) One member appointed by decree based on the report of the Minister for Overseas Departments and Territories; d) One member appointed by decree based on the report of the Minister for Immigration. 2 Four members appointed by reason of their knowledge of economic and financial issues, by decree based on the report of the Minister of the Economy, the Minister of Cooperation and the Minister for Overseas Departments and Territories; 3 One member appointed by reason of his knowledge of ecology and sustainable development, by decree based on the report of the Minister of Ecology and Sustainable Development; 4 Two members of the National Assembly; 5 One senator; 6 Two members representing employees, elected in accordance with the conditions set forth in a regulation issued by the managing director. Each member of the board of directors who is absent or otherwise unable to attend meetings is temporarily replaced by a substitute appointed in accordance with the same conditions as the full member. II. The chairman of the board of directors is appointed by decree based on the report of the Minister of the Economy, the Minister of Cooperation, the Minister for Overseas Departments and Territories and the Minister of Immigration. The age limit for the chairman of the Board is 70 years. He casts a deciding vote in the case of a tie. 5

6 In the event the chairman is absent or otherwise unable to attend a meeting, he is replaced by the eldest of the six members representing the State. III. The term of office of members of the board of directors is three years. However, the term of office of the members of the board of directors who are members of Parliament expires automatically on their ceasing to hold the elective office pursuant to which they were appointed. In the event of a vacancy on the board of directors of the position held by a member representing personnel, his or her substitute exercises such function until the expiration of the initial term. IV. The members of the board of directors are not remunerated for their services. The chairman of the board, however, is remunerated in form of chairman s fees, which amount is determined by joint decision of the Minister of the Economy, the Minister of Cooperation and the Minister for Overseas Department and Territories. Article R Modified by Decree No of 3 November 2014 art. 21 (V) The following matters are subject to the approval of the board of directors of the Agence: 1 The strategic orientation of the organization for implementation of the objectives entrusted to the Agence by the State; 2 Approval of the objectives and resources contract entered into with the State; 3 The agreements referred to in Article R ; 4 The financial assistance referred to in Articles R , R and R as well as the regulation provided for by the latter article; 5 Agreements entered into pursuant to the second, third, fourth and fifth paragraphs of Article R ; 6 The annual amount of loans to be taken out by the Agence; 7 The forecast statement of operating income and expenses; 8 The general conditions of financial assistance; 6

7 9 The annual financial statements and the management report drawn up by the managing director; 10 Purchases and sales of real estate; 11 The creation and closing down of agencies or representative offices; 12 Settlements to be made affecting the interests of the Agence and arbitration clause; 13 The appointment of statutory auditors. The board of directors is informed of assessment, analyses and appraisals relating to the Agence and its operations. Article R Modified by Decree No of 3 November 2014 art. 21 (V) I. The b oard of d irectors holds ordinary meetings at least four times a year, upon being convened by its chairman. It considers all matters placed on the agenda by the chairman or at the request of the board made by simple majority. The board also meets at the request of at least two-thirds of its full members. II. The board of directors draws up its internal rules which specify, in particular, the conditions of any long-distance or written consultation of its members by the chairman concerning emergency decisions. These conditions include at least a minimum consultation period, the rules for a quorum, as well as the right of each board member and the Commissioner of the Government to object to such method of consultation. III. The board of directors may delegate part of its powers referred to in paragraphs 3, 4, 5 and 12 of Article R , to the extent that it so determines, to the three following specialized committees: 1 The special committee for transactions involving French overseas departments and territories and New Caledonia; 2 The special committee for transactions in foreign countries; 3 The specialised committee for support for initiatives of non-governmental organisations. The special committee for French overseas departments and territories and New Caledonia transactions is composed of three members representing the State, two of whom are appointed by decree of the Minister for Overseas Departments and Territories and 7

8 one of whom is appointed by decree of the Minister of the Economy. The special committee for transactions in foreign countries is composed of five members representing the State, two of whom are appointed by decree of the Minister of Foreign Affairs, two of whom are appointed by decree of the Minister of the Economy and one of whom is appointed by decree of the Minister of Immigration. The specialised committee for support for initiatives of non-governmental organisations is composed of four members representing the State, two of whom are appointed by decree of the Minister of Foreign Affairs, one of whom is appointed by decree of the Minister of the Economy and one of whom is appointed by decree of the Minister of Immigration. Each of these specialised committees includes, in addition: 1 Two qualified persons designated by the board of directors, one of whom is a member of this board; 2 One of the employee representatives on the board of directors selected by such representatives. These specialised committees may be supplemented with one or several members of the board of directors upon a decision of the board. The specialised committee for operations in French overseas departments and territories and in New Caledonia, as well as the specialised committee for operations abroad, are chaired by the chairman of the board of directors. The specialised committee for support for initiatives of non-governmental organisations is chaired by the chairman of the board of directors or by a member of the board of directors whom he names from among the representatives of the State. A substitute is appointed pursuant to the same conditions as the full member for each member of the special committees other than the chairman or members of the board of directors. The term of office of members of the specialised committees and the conditions of their substitution are the same as those applicable for the members of the board of directors. The special committees may decide to submit for deliberation of the board of directors any matter within their authority. In such a case, they shall provide the board with their opinion on the referred matter. IV. The board of directors may also delegate part of its powers to the managing director, who reports at each meeting on the decisions he or she has taken as a result of such delegation. Delegation to the managing director is exclusive of that given to the special committees and may not concern matters referred to in paragraphs 1, 2, 6, 7, 9 and 13 of Article R V. The board of directors appoints an audit committee formed of three to five members who are qualified in the area of financial analysis and risk assessment, at least one of whom is selected from among the members of the board. The audit committee provides the board of directors with an opinion regarding the Agence s financial situation, and the effectiveness of its internal controls and its risk management, whenever necessary and at least once a 8

9 year. Sub-section 3: Local Organisation Article R The Agence may open representative offices in those countries in which it operates. The activities of the representative offices are carried out in the framework of the coordination and guidance mission, which is assumed, pursuant to Article 3 of Decree No of 1 June 1979 concerning the powers of ambassadors and the organisation of the State's services abroad, by the head of the diplomatic mission accredited in the State where the office is located. The head of the local representation is designated by the managing director of the Agence, after receipt of the opinion of the head of the diplomatic mission accredited in the State in which it has its office; such head of mission sends the managing director an annual assessment of the contribution of head of the representative office. The head of the diplomatic mission is kept informed, with respect to the zone of authority of the representative office mentioned in the preceding paragraph, concerning the programming of the Agence's activities and the operations which it carries out; he may send opinions to the managing director of the Agence, concerning both the conformity of such programming to the orientations of French cooperation in the area, and also on such operations at the identification, conception and evaluation stages. The local representative offices of the Agence may, at the request of the managing director sent to the Minister of Foreign Affairs, be part of the diplomatic missions. The competent minister or the head of the diplomatic mission is the co-signatory of grant agreements made between the Agence and beneficiaries, as well as sovereign loan agreements. Article R The head of the representative office of the Agence in the overseas departments and territories and in New Caledonia reports to the competent representative of the State in such territory. 9

10 Sub-section 4: Miscellaneous provisions Article R The Agence borrows on a short-term, medium-term and long-term basis, in France and abroad, either from financial entities, or through the issuance of warrants, notes or bills, securities, or any other debt instrument. It may enter into any financial transaction necessary for its activity. Article R The transactions of the Agence are subject to accounting treatment in accordance with the rules applicable in commercial matters, in compliance with the rules governing credit institutions. Article R A Commissioner of the Government, appointed by the Minister of the Economy, carries out the functions in respect of the Agence which are defined by Article L and Articles D to D of the present Code. NB: French Act No of 31 March 2006 Art. 26 VII 2 : Article II of Article L becomes Article L Article R The audit of the financial statements of the Agence is carried out by two statutory auditors, appointed pursuant to the provisions of Articles L , D , D and D to R of the present Code. The statutory auditors are subject to the obligations set out in Article L