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Articles of Association

 

Ministry of Economic Affairs and Finance (MEAF)

 

No.: 42733/260626; Date: March 17, 2010

 

In view of the Proposal No. 13055, dated May 9, 2009, submitted by the MEAF and on the strength of the Article 27 of the Law Amending Articles of Law of the 4th Economic, Social and Cultural Plan of the Islamic Republic of Iran (IRI) and the Law for the Execution of the General Policies of Principle 44 of the IRI Constitution, approved in 2008, the Board of Ministers approved the new Articles of Association of the Iranian Privatization Organization (IPO) as detailed hereunder: 

 

Articles of Association of the Iranian Privatization Organization (IPO)

 

Chapter 1- Generalities:

 

Article 1: Iranian Privatization Organization hereinafter referred to as “IPO,” is affiliated to the Ministry of Economic Affairs and Finance (MEAF).  IPO is a legal person and independent for financial and administrative purposes, which is administered as a State Owned Enterprise (SOE) in view of the regulations of this Articles of Association.   In cases not predicted in this Articles of Association, IPO follows the related rules and regulations.  

 

Note: In view of the provisions of Article 92, the Law Amending Articles of Law of the 4th Economic, Social and Cultural Plan of the IRI and the Law for the Execution of the General Policies of Principle 44 of the IRI Constitution, approved in 2008, hereinafter referred to as “Law,” the application of the laws and regulations in contradiction to the aforementioned Law in regard to the IPO, where the issue is dealt with in the aforementioned Law, requires that the IPO name or the Amendment of the Articles of the aforementioned Law be duly mentioned in the concerned laws and regulations.  

 

Article 2: Head office of the IPO is located in Tehran and upon the approval of its Public Assembly and the IPO may establish offices or representation offices in provinces in view of the related laws and regulations.

 

Article 3: Capital of the IPO amounts to Rls. Two hundred eighty seven billion six hundred forty million eight hundred thirty one eight hundred thirty five (Rls. 287,640,831,835) and is one hundred percent State owned and the capital amount was completely paid up.  

 

Article 4: IPO responsibilities and authorities are detailed hereunder:

1-     Drawing up strategies for the facilitation of development of the public participation to promote material and human productivity, and development of the abilities of the private and cooperative sector and submission of the same to the Board of Ministers for the due approval; 

2-     Representation of the MEAF in divesting affairs;

3-     Planning for divesting SOEs shares, including the conditions and manner of divesting of shares in the framework of related rules and regulations after the approval of the Board of Divesting;

 

Note: In divesting the SOEs shares, due measures shall be taken for the market regulation, supply of commodities and services, protection of public interests, management and oversight of the government, with due observance of the laws and regulation, in a manner that the responsibility of the materialization of the abovementioned objectives until the complete divesting of the SOEs shares shall be accordingly borne by the related Ministry.  

 

4-     Determination of banks, capital credit institutes, and investment companies for undertaking subscription or purchasing shares. 

5-     Identification and carrying out necessary executive measures in order to convert the divestible State incumbencies, which are administered in the form of enterprises, to the suitable legal personalities and carrying out their divesting operations in the application of Article 19 of the Law.  

6-     Supply of any shares, partner share, and preference right resulting from the share, partner share and the ownership rights related to the enterprises subject of Article 86 of the Law, following the approval of the Board of Divesting.  

7-     Carrying out the responsibilities of the secretariats of the Board of Divesting. 

8-     Carrying out other responsibilities of divesting the privatization shares in the framework of development plans of the Country and in view of other related laws and regulations, which are or will be delegated to the IPO. 

 

 Chapter 2: Organs of the IPO

 

Article 5: The IPO consists of the following organs:

A)    Public Assembly;

B)    Managing Board;

C)    President; and

D)    Legal Inspector (Auditor);

 

Article 6: Public Assembly of the IPO consists of the Minister of Economic Affairs and Finance (Chairperson of the Public Assembly), Minister of Justice Administration, Minister of Industries and Mines, Minister of Cooperation, Minister of Commerce, Minister of Energy, Minister of Oil, Minister of Agricultural Jihad, Governor of the Central Bank of the IRI (CBI) and Deputy of Planning and Strategic Oversight of the President.  

 

Article 7: Meetings of the Public Assembly, shall be held at least biannually and ordinarily, one meeting for the hearing and examination of the report submitted by the Managing Board and Inspector (auditor) and other issues mentioned in the agenda of the Public Assembly in view of the related laws and regulations and the second meeting for the examination and making decisions regarding the budget, plans and policies of the IPO for the following year and other subjects, which shall be provisioned in the agenda of meeting of the ordinary or extraordinary Public Assembly, in view of the related laws and regulations, and shall be held upon the request of the Chairperson of the Assembly or the IPO President and or Legal Inspector (auditor) and with the written invitation of the Chairperson of the Public Assembly of the IPO and shall find quorum with the presence of the majority of members and the decisions made shall be valid with the positive vote of at leas six members.  

 

Note: Invitation Letter for the ordinary and extraordinary Public Assembly shall be sent ten days in advance of the meeting of the Public Assembly, including the date, place and agenda of the meeting.   In addition to the Invitation Letter, records related to the meeting agenda shall be sent to the members of the Public Assembly.  

 

Article 8: Responsibilities of the Ordinary Public Assembly include:

1-     Appointing and deposal of the IPO President in the manner provisioned in the Articles of Association; 

2-     Examination, commenting and decision making regarding the annual performance reports, financial statements and the budget proposed by the Managing Board;  

3-     Selection of the Legal Inspector (auditor) and determination of the consideration for the same; 

4-     Making decisions regarding the financial, transactional and employment bylaws of the IPO and its changes, in view of the related laws and regulations, and making suggestions to the Board of Ministers for the approval;

5-     Approval of other bylaws of the IPO and their amendments;

6-     Determination and approval of the IPO policies and major plans;

7-     Approval of the major structure and organizational positions of the IPO in view of the legislations of the Board of Ministers and the regulations notified by the Presidential Deputy of Development of Management and Human Resources.

8-     Making decisions regarding other issues, which in view of the related laws and regulations, shall be in the jurisdiction of the ordinary Public Assembly of the IPO and are not dealt with in this Articles of Association. 

 

Article 9: Responsibilities and authorities of the Extraordinary Public Assembly shall be detailed hereunder:

 

1)    Examination and confirmation of the suggestion and changes in the Articles of Association and submission of the same to the Board of Ministers for approval.  

2)    Making decisions regarding the increase or decrease of the IPO capital and making suggestion to the Board of Ministers for approval.

3)    Examination and approval of the suggestions for the dissolution of the Organization and provision of the same to the competent authorities.

Article 10: Managing Board of the IPO shall consist of the IPO President (Deputy of Minster of Economic Affairs and Finance), and four members, who shall regularly deliver services.  The IPO President shall direct the Managing Board.  

 

Note 1: The IPO President is in the same level of hierarchy with the officials who are subject of Paragraph D of Article 71 of the State Services Management, approved in 2007, and other members of the Managing Board are in the same level of hierarchy with the officials who are subject of Paragraph E of the aforementioned Article.  

 

Note 2: Members of the Managing Board shall be appointed upon the suggestion of the IPO President, as well as consent and decree of the Minister of Economic Affairs and Finance.  

 

Note 3: The IPO President may appoint members of the Managing Board as the deputies of the IPO.  

 

Article 11: The IPO President shall be appointed upon the suggestion of the Minster of Economic Affairs and Finance and the approval of the Public Assembly and in view of the Decree of the Minster of Economic Affairs and Finance and the reappointment of the IPO President shall be authorized.  

 

Article 12: Members of the Managing Board shall be elected for four years and their reelection shall be authorized.  At the end of their tenure and before their substitution, the members of the Managing Board shall be responsible to continue carrying out their related responsibilities. 

 

Article 13: In case of resignation, retirement, death, and any other reasons of stopping cooperation of each of the members of the Managing Board, the substitute shall be determined and appointed within one month in view of the provisions of Article 11.  

 

Article 14: Meeting of the Managing Board shall find quorum with the presence of the majority of members.  The IPO President shall direct the meeting and its decisions shall be valid at least with the positive votes of three members.  

 

Article 15: Decisions of the Managing Board shall be registered in the minutes of meeting and signed by the members participating in the meeting.  

 

Article 16: In order to carry out any operations and transactions related to the subject of activities of the IPO, where making decisions in this regard is not within the responsibilities of the Public Assembly, the Managing Board enjoys full authority to make due decisions.  

 

Article 17: Responsibilities and authorities of the Managing Board are detailed hereunder:

 

1.     Examination and attesting the budget and report of the annual performance of the IPO and submission of the same to the Ordinary Public Assembly;

2.     Examination of the amendment or change of the Articles of Association and suggestion to the extraordinary Public Assembly for decision making in view of the related laws and regulations;

3.     Examination and decision making regarding the settlement of disputes, referring of disputes to arbitration body, determination of arbitrator, and restoration of disputes in view of Article 139 of the Constitution of the IRI;

4.     Approval of the financial, transactional, employment and other IPO bylaws and submission of the same to the Public Assembly for decision making in view of the related laws and regulations;

5.     Approval of the necessary plans and regulations for concluding contracts and using technical and specialized services of experts, real and legal persons, including both public and private ones, in the form of hour based or predetermined work.   

6.     Suggestion of the major policies and plans of the IPO to the Public Assembly; 

7.     Approval of the operational plan of the IPO, in view of the related laws and regulations and major plans of the IPO;

8.     Approval of the internal auditing in relation to the operation, transaction and all activities of the IPO;

9.     Determination of the authorized signatures of one of the members of the Managing Board, subject of Article 20 of this Articles of Association;  

10.  Examination of the major structure of the IPO and the maximum number of organizational positions, planning for employment and adjustment of the human resources and making suggestions in this regard to the Public Assembly;  

11.  Attesting the authenticity of outstanding claims, examination of the outstanding claims and making suggestions to the Public Assembly in this regard for making due decisions;   and

12.  Attesting and distribution of periodic reports from the organizational activities. 

 

Article 18: The President, who shall be the Deputy to the Minister of the MEAF, shall be the highest-ranking authority in the IPO and shall have the following responsibilities and authorities within the limits of the related laws and regulations and the provisions of this Articles of Association:  

 

1.     Carrying out the legislations and decisions of the Board of Divesting, Public Assembly and Managing Board;

2.     Drafting of the annual budget and suggestion of the same to the Public Assembly after the confirmation by the Managing Board;

3.     Drafting of the IPO operational plan and submission of the same to the Managing Board;

4.     Drafting of the IPO financial statements and submission of the same to the Legal Inspector (auditor), after the confirmation of the Managing Board to be raised in the Public Assembly;

5.     Drafting the financial, transactional, employment and other bylaws of the IPO for the subsequent Managing Board confirmation;

6.     Carrying out of the responsibilities of the Divesting Board Secretariats; 

7.     Introduction of the authorized signatories of the IPO to the related authorities;

8.     Oversight on the satisfactory application of the IPO bylaws and carrying out the necessary measures for the satisfactory performance of the IPO in the framework of the related laws and regulations;

9.     Appointing, deposition and promotion of the IPO employees, determination of salary, premiums, wages, allowances, incentives and punishments for the IPO employees in view of the related laws and regulations; 

10.  Drafting instructions and executive methods in the framework of regulations, bylaws and notification to the related units;

11.  Examination of the major structure of the Organization and the maximum number of organizational positions, planning for employment and adjustment of the human resources and making suggestions in this regard to the competent authorities;  

12.  Conclusion of contracts for divesting the shares of SOEs, which are subject to divesting in domestic and foreign markets in view of legislations of the Board of Divesting; 

13.  Conclusion of contracts with banks, institutes for capital rising and investment companies for undertaking subscription, or guaranteeing the purchase of shares and using their services;

14.  Collection of the funds resulted from divesting in the framework of the legal regulations;

15.  Drafting and execution of educational planning to remove the needs of the employees and other players of the IPO regarding the SOEs divesting, distribution of the justice shares, participation in the mass media to prepare briefing programs and promotion of the public information in this regard;

16.  Drafting and distribution of the periodic report; and

17.  Carrying out the IPO responsibilities, delegated to the IPO in the framework of the laws for divesting shares.

 

Note: The President may partially delegate his responsibilities to each one of the members of the Managing Board and the employees of the IPO.  

 

Article 19: IPO President is the legal representative of the IPO with all the administrative and judicial authorities and for the purposes of defending the IPO rights and making and following claims, including criminal, legal and administrative ones, the IPO president has all the due rights and legal authorities with the right of substation of attorney.   Considering the Managing Board comments, the IPO may take measures to send cases to the arbitration in view of the Article 139 of the IRI Constitution.  

 

Article 20: All the checks, financial documentation, contracts, and binding documents of the IPO shall be valid with the signature of the IPO President or his authorized representative, jointly with the signature of one of the members of the Managing Board to be selected by the Managing Board.   All the checks shall be valid with the signatures of the abovementioned individuals, jointly with the signature of the Accountant of the IPO, plus the IPO seal. 

 

Article 21: IPO has a Legal Inspector (auditor), who shall be selected for one year, in view of the laws and regulations and approval of the Public Assembly for one year and shall continue performing the delegated duties until a substitute is selected for the Legal Inspector (auditor). 

 

Article 22: Duties and responsibilities of the Legal Inspector (auditor) shall be in view of the related laws and regulations.  

 

Chapter 3: Other Regulations

 

Article 23: In the application of Article 29 of the IPO, the 4th Economic, Social and Cultural Plan of the IRI and the Law for the Execution of the General Policies of Principle 44 of the IRI Constitution, approved in 2008, the IPO is required to settle the funds raised from the divesting to a specific account with the General Treasury.

 

Article 24:   Fiscal year of the IPO begins from the first day of the month of Farvardin to last day of the month of Esfand of each Solar Hijra Year (equal to the March 21 each year to the March 20 the following Gregorian Year).  

 

Article 25:  In view of the Article 39 of the State Public Audits Act, expenses of the IPO shall be supplied out of the revenue and other resources, such as collected commissions, and consideration for selling the shares, and within the limits of the budget approved by the Islamic Consultative Assembly.  

 

Article 26: The IPO revenues shall be supplied and assessed in view of the directive, which shall be approved by the Board of Divesting in the framework of laws and regulations.  

 

Article 27: In case the annual operation of the IPO in the application of Article 25 results in any interest, the interest raised shall be settled to the related account with the Treasury as the dividend.   If the expenses exceed the revenue, following the approval of the Public Assembly, the difference shall be supplied out of the credit, which was suggested and established for this purpose in the National Budget Act. 

 

Note: The IPO is required to take measures regarding the status of the legal reserves in view of the Decree of Article 135 of the State Public Audis Act, approved in 1987 and its Notes.  

 

In view of the Letter Nos. 88/30/36459, dated November 10, 2009 and 88/30/37163, dated January 21, 2010, and 88/30/37572, dated March 3, 2010 of the Guardian Council, this Articles of Association was approved by the Guardian Council./H

 

                                                                                                      Mohammadreza Rahimi,

First Deputy of the President.

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