Statute Of The National Investment Fund ALGERIA

Object 04

Statute Of The National Investment Fund

Law No. 63.165 of May 1963 bearing creation and determining the articles of association of ALGERIAN DEVELOPMENT BANK modified by :

• The Section No. 19 of the Ordinance No. 71-47 of June 30, 1971
• The Ordinance No. 72-26 of June 7, 1972
• The Ordinance No. 09-01 of 29 Rajab 1430 corresponding to July 22, 2009 bearing the Complementary Finance Law for 2009 in its sections 55 and 56
•  The Section No. 37 of Ordinance No. 11-40 concerning supplementary budget law for 2011 amending the nameof National Investment Fund Algerian Development Bank (ADB-FNI) in National Investment Fund (NIF)

GENERAL PROVISIONS The National Investment Fund:

Section 1

It is created under the denomination of  "ALGERIAN DEVELOPMENT BANK", a public institution with civil personality and financial autonomy to contribute to the financing of productive investments, and the implementation of plans and investment program for the achievement of  Algerian economic development objectives.

The Bank is considered commercial in its relations with third parties and is governed by commercial legislation insofar as it is not derogated by legislative and regulation texts which aim it.

The head office of the bank is in Algiers. It may have representatives or branches (agencies) in areas where it sees it necessary and may assign to other financial institutions the task of acting for it.

The Bank is created for an indefinite period, it can be dissolved by a law which will determine the modalities of liquidation.

The accounts of the bank is kept in commercial forms, according to a plan and accounting organization subject to approval by the Ministry of Finance.

ACTIVITIES OF THE BANK  The National Investment Fund:

Section 2.

In order to achieve its purpose, the Bank may :

1°) Give under any form or agree to grant credit investments whose duration can not exceed 30 years, to accompany them with clauses of profit sharing, or convertibility into action, or allocation of shares or founder.

2°) Guarantee or commit  to guarantee credits granted by banks or financial institutions, foreign or international;  participate in such credits, mobilize or commit to mobilize them, use all of its abilities to mobilize them.

3°) Consolidate all credits, take back from banks and financial institutions, at their request or with their agreement, all credits in effect, make all subrogation payments to banks and financial institutions in order to repay credits fallen due and not renewed and to all companies so as to facilitate financing of investments.

4°) Intervene in any form for the granting of all credits to facilitate the execution of deals signed by the state and by local authorities and public institutions.

5°) Assist the State to execute on its behalf or under its guarantee all credit transactions or intervene in these operations to facilitate the achievement, give its guarantee on behalf of the state.

6°) Execute, by attaching or not its guarantee, any credit transaction on behalf of foreign and international financial institutions or administrations.

7°) Promote the creation of mutual guarantee companies to facilitate the equipment of small and medium-sized companies and artisanal cooperatives and grant or guarantee credits of equipment for which responsibility is assumed by such companies.

8°) Take or manage on behalf of the state participations in companies, represent the State in boards of directors and annual general meetings of companies where the state holds participation and exercise all the powers attached to that representation.

9°) Form, manage all joint venture and all unions charged of studies of guarantee or investment in such unions.          

10°) Subscribe, underwrite, acquire, retain, pledge, exchange, give, lend, invest, trade all shares.     

11°) Ensure the financial service of all security bonds, create, manage, or guarantee of mutual funds of investments.

12°) Intervene in any capacity in loans issued to finance investments.

13°) Issue, place, negotiate the certificates conferring for its carriers or holders of rights attached to shares held by the Bank with the exception of the right to vote.

14°) Guarantee a minimum dividend shares to companies in which it holds a participation, guarantee the repayment of the capital or interest payments on bonds and savings certificates issued by these companies.

15°) Assist in all forms to facilitate the purchase or importation of capital goods or the installation of factories.

16°) Study or make study any creation project, expansion or modernization of reorganization or processing of industrial or agricultural or commercial company.

17°) Create all companies, acquire them, join in, manage them, merge them, liquidate them, bring them in capital, take or give them as management or lease, purchase, sell, pledge, rent, bring all businesses, create within it  separated management having a separate social asset.

When the bank holds participations in the capital of any society, it is notwithstanding anything to the contrary, it’s represented in the social bodies in proportion to its contribution, it ensures the management of its representatives without those being personally shareholder or carrying shares.

18°) Obtain concessions from the public authorities, take such concessions back, yield, bring them; make purchase, provide, transfer all patents or trademarks, obtain, yield, bring, concede all licences, acquire or lease any real estate or personal property  for existing companies to create or yield these goods, bring them, lease them, pledge them as collateral.

19°) Organize and manage common services for several companies.

20°) Distribute to beneficiaries the benefits granted to them as an incentive to investment.

21°) Hold and manage assets in foreign currencies to achieve its activities or in order to guarantee foreign investment.

22°) Treat all cash transactions for the management of its availability or its portfolio.  

Section 3

The Bank can not deal with other banking operations except those necessary to accomplish its mission.

ASection 4

The Bank may also be charged by the government of financial management program of public facility, this management will be the subject of distinct accounting established under the rules of public accounting

Section 5

The Bank is entitled to create subsidiaries specialized in one or more areas of its activity

RESOURCES

Section 6

The Bank receives a capital contribution which will be fixed by the law.

Section 7

It may also :

1°) Issue bonds in the long or medium term and cash vouchers: the state guarantee can be given to these loans either on the repayment of capital or only for the payment of interest

2°) Drop off in banks either under form of bonds, or in current account in the Central Bank of Algeria, investment certificates for a maximum of 5 years, which may with the consent of the Minister of Finance to be part of the lower limit (floor) of government bills imposed on banks.

3°) Borrow in all other forms in Algeria or abroad, while the Minister of Finance is authorized to consent to the bank on the availability funds of the treasure, advances whose conditions are determined apart from their granting.

4°) Receive all special funds from national, foreign or international origin intended for the financing of investment and more generally for Algerian economic development.

Section 8

The amount of the deposits and consignments governed by the Decree No. 62,159 of December 31, 1962 is attributed to the bank that will hold separate management according to methods to be determined by agreements which will be concluded with the Minister of Finance.

The Bank may collect any other particular or collective savings fund that shall profit from a special protection, in particular the funds of organizations managing a contingency system (welfare plan).

Section 9

The Bank may rediscount from all banks or financial institutions or yield to any third party bills of its portfolio, re-pledge and guarantee their completion.

Section10

Unless when a waiver is granted  by the Minister of Finance, the central bank can make the rediscounts and advances provided  in the  Section 45 of its articles of association if the paper is signed by the development bank  unless this paper is covered by the guarantee of the state.

Section 11

The bills issued or guaranteed by the bank as well as the bills bearing its signature constitute an authorized use for the institutions and organizations  whose investments are legally regulated.

Section 12

Borrowings and bank emissions must be authorized by the Minister of Finance.

Section 13

The commitments of the bank in particular its loans and guarantees, can benefit from the state guarantee granted by decree.

DIRECTION - ADMINISTRATION AND MONITORING

Section 14

The Algerian Development Bank is administered within the framework  of plans and development programs according to orientations, directives  or instructions of the Minister of Finance

Section15

The Algerian Development Bank is headed by:

·        A Chief Executive Officer assisted by a Deputy Managing Director, both appointed by decree at the proposal of Minister of Finance.

·        A Board of management including,  besides the CEO and Deputy Managing Director.

·        A Representative of the Secretary of State for Planning

·        A representative of the Minister concerned by the issues on the agenda

·        A representative of the Central Bank.

·        The Director of Treasury and credit or his representative

·        A representative of the National Bank of Algeria

·        A representative of the Popular Credit of Algeria  (CPA)

·        A representative of the External Bank of Algeria

The Minister of Finance may delegate to any board meeting another person for the purpose of representing. 

Section 16

The Board of management meets under the chairmanship of Chief Executive Officer of the Algerian Development Bank as often as the interests of the bank requires it and at least once every two months.

It meets extraordinarily convened by the Minister of Finance or the Chief Executive Officer of the Bank.

The CEO of the bank sets the points to bring to the agenda of the meetings and registered office, those proposed by the Minister of Finance.

Decisions are taken by majority vote.

The Board's deliberations are recorded in the minutes included in a special register and signed by the Chairman and the members present, a copy of the minutes must be sent to the Minister of Finance.
Copies or extracts of deliberations are signed by the CEO of the bank or the Managing Director.

Section 17

Within the framework of the attributions of the Algerian Development Bank and directives and instructions given by the Minister of Finance for the implementation of development plans, the Board of managements is invested  the powers of administration.

·        It deliberates on the annual funding plan of the bank and examines the issues an the loans of the bank.

·        It deliberates on the general organization of the bank and approves the bank regulations.

·        It draws up  the Staff  status and the chart of accounts.

·        It  adopts  the budget of the bank and makes any necessary changes during the year.

·        It closes off the annual accounts of the technical committee of banking institutions and services of the Ministry of Finance.

·        It examines the operations of credit

·        It can create specialized committees which it establishes the functions and powers.

Section 18

The Chief Executive Officer is responsible for the management and implementation of bank policy and the implementation of decisions taken by the Board of managements.

·        He ensures the representation of the bank in respect of third parties and may sign or pass all acts, papers, documents, correspondences and agreements.

·        He represents the bank in justice and makes proceed to all the conservative or execution measures.

·        He can compromise on assent of the Board of management.

·        He appoints and dismisses the staff within the framework of the articles of association

·        He submits at regular intervals to the board of management , a list of commitments in progress and draw up periodically a report to the Minister of Finance on the implementation of the policy of the bank.

Section 19

The Deputy Managing Director represents the bank to sign alone and all statements, papers, documents, correspondence, and conventions, as decided by The Chief Executive Officer without having to justify it to third parties.

Section 20

The Chief Executive Officer and The Deputy Managing Director, receive salary fixed by decree at the proposal of Minister of Finance. This one sets the conditions under which they receive a representation allowance and reimbursement of their extraordinary expenses. 

The Chief Executive Officer and Deputy Managing Director who cease  their functions, continue to receive, except in case of resignation, their salary in accordance with texts in force, this remuneration does not stack with  that relating to any public or private job that would be assigned to them during this period.

Section 21

A statutory auditor appointed by the Minister of Finance is responsible for auditing the accounts of the bank; he attends meetings of the board of management with voting rights ;

He informs the board of management of the results of checking which he carries out, he addresses his report on the accounts of financial year to the Minister of Finance and to the technical committee of banking institutions.

MISCELLANEOUS PROVISIONS :

Section 22

The Bank may obtain the cooperation of public authorities for any information, investigations and inspections   necessary for the beneficiaries of assistance that it provides.

It is consulted in the preparation of annual programs of importation, and associated with the study and implementation of plans and programs of economic development.

Section 23

The Bank is assimilated with the state regarding the rules of liability and due relating to all taxes, duties, rights, perceptions or tax (burden) of any kind whatsoever.

Be exempt from stamp duty and registered free of charge, all contracts, all bills and generally all parts and all judicial or extra-judicial acts to which the bank intervenes.

Section 24

The financial year begins January 1^st and ends December 31^st, the first financial year will finish on December 31^stof the year following the creation of the bank.

     It is established at the end of the financial :
            1°) Separate accounts for separate managements.
            2°) A general balance sheet of the bank.

Section 25

The net proceeds of separate managements, obtained after deducting all depreciation, finance charges and provisions are allocated according to the rules suitable for each of these managements.

Products specific to the bank are distributed as follows :

1.     20% are brought to the statutory reserve.

2.     10% are brought to the reserve for general risks.

3.     A decree issued on the proposal of the Minister of Finance decides on the allocation of the balance

Section 26

The Bank prepares an annual activity report to be attached to the report presenting the capital budget.

Section 27

In case of dissolution of the bank, its assets are allocated to the State.

Section 28

This law, deliberated and adopted by the Constituent National Assembly, will be published in "Official Journal" of the People’s Democratic Republic of Algeria and enforced as State law.