Act No. 239 / 2001 Coll.
Act on the Czech consolidation agency and on the amendment of certain laws (Act on the Czech consolidation agency)
Valid
Law
Effective from 01.09.2001
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239
THE LAW
of 26 June 2001
on the Czech consolidation agency and on the amendment of certain laws (Act on the Czech consolidation agency)
Parliament has decided on this law of the Czech Republic:
CZECH CONSOLIDATION AGENCY
Preliminary provisions
(1) A Czech consolidation agency (hereinafter referred to as "the Agency"), based in Prague, is hereby established. The Agency shall be established on the date of application of this Act.
(2) The Agency is a legal person responsible for the management of the property of the State entrusted to it by this Act and the property of the State with which it becomes responsible for the provision of a specified activity or in connection with that activity.
(3) The State is responsible for the Agency's commitments.
(1) The Agency is to be entered in the register.
(2) The Commercial Register is hereby entered in the register.
(a) the company and its registered office;
(b) identification number,
(c) the subject matter of the activity;
(d) the legal form of the Agency;
(e) the names and addresses of the persons who are members of the Board of Directors, indicating the manner in which they act on behalf of the Agency and the date on which their duties are established and, where appropriate, the date on which they cease to function;
(f) the names and addresses of the members of the Supervisory Board and the date of establishment or, where appropriate, the termination of their duties;
(g) an indication that the undertaking of the Agency is guaranteed by the State.
(3) The Statutes of the Agency and their subsequent amendments and other instruments provided for in special legislation.1 shall be inserted in the collection of documents forming part of the Commercial Register.)
(4) The registration of the Agency in the Commercial Register is of a declaratory nature.
Subject matter
(1) The Agency shall:
(a) purchase, sale and management of receivables and other assets collected;
(b) restructuring of companies and other legal entities as defined by the Government Decision;
(c) the purchase, sale and storage of securities;
(d) safekeeping of deposits in movable matters;
(e) keeping accounts of legal and natural persons who have obligations to the Agency up to the aggregate amount of their obligations;
(f) financial and economic advice;
(g) the acquisition of financial resources from the financial market;
(h) other activities, as decided by the Ministry of Finance (hereinafter the Ministry), related to the performance of the activities referred to in points (a) to (g).
(2) The Agency's activities must comply with the specific public support legislation.2)
(3) The Agency is not a bank under specific legislation; its business is neither taking deposits from the public nor granting loans.
(4) The Agency may acquire new assets on a fee basis until 31 December 2005. Except in the case of the acquisition of assets resulting from legal acts already taken prior to the date of the entry into force of Act No 482 / 2004 Coll. and the acquisition of assets in connection with risk and liquidity management and the acquisition of resources in the financial market, the Agency may do so only by decision of the Government or by the consent of the Chamber of Deputies pursuant to paragraph 5.
(5) In the event that the remuneration for the acquisition of assets by the Agency in the sum of the previous payments made pursuant to the Government's decision pursuant to paragraph 4 would exceed CZK 1 billion in one calendar year, the consent of the Chamber of Deputies is required to carry out such a business operation.
(6) Paragraph 7 (3) (a) and (b) and Article 12 (2) (b) shall not apply to the acquisition of assets by the Agency in accordance with paragraphs 4 and 5.
Bodies and Statutes of the Agency
Board of Directors
(1) The statutory body of the Agency is a board of five members. The President and the other members of the Board of Directors shall be appointed and dismissed by the Government on a proposal from the Minister for Finance. The Chairman of the Board of Directors shall also be the Director-General of the Agency. The board members are also employees of the Agency.
(2) At least two members of the Board shall act externally on behalf of the Agency, unless otherwise provided in the Statutes of the Agency.
(3) The provisions of the Commercial Law (3) and other conditions under specific legislation apply mutatis mutandis to membership of the Agency's statutory body and to the liability of its members. 4) Members of the Board may be insured by the Agency in the event of their liability for damage in the performance of the duties of a member of the Board of Directors of the Agency; for the purposes of this Act, insurance premiums paid by the Agency for such insurance shall not be considered as remuneration of a member of the Board of Directors.
(4) A member of the Board may resign. The Agency's Statutes shall lay down the details of the withdrawal.
Scope of the Board
(1) The Board of Directors shall manage and act on behalf of the Agency.
(2) The Board of Directors shall decide on:
(a) all matters of the Agency, where it is not for another body to decide under this law or the statutes;
(b) the organisational structure of the Agency and the Rules of Procedure of the Board of Directors;
(c) matters entrusted by this Act or the Statutes of the Agency to the Board of Directors.
(3) The Board of Directors proposes to the Supervisory Board for approval
(a) draft statutes of the Agency, draft amendments thereto and additions thereto;
(b) the Agency's annual accounts as verified by the auditor;
(c) financial and property operations or acts of the Agency which exceed the amount of CZK 500 million in each case,
(d) decisions on the Agency's operations which go beyond the Agency's annual financial plan and budget;
(e) the operational budget and the Agency's investment plan;
(f) the setting-up of companies and the deposits of assets therein;
(g) the Agency's external auditor,
(h) the remuneration scheme for senior management.
(4) The Board of Directors submits to the Supervisory Board for consideration
(a) a proposal to use profit;
(b) quarterly and annual results and the Agency's annual report.
(5) The Board proposes to the Ministry
(a) amendment of the Statutes of the Agency after approval by the Supervisory Board;
(b) the approval of the Agency's annual accounts, certified by the auditor after approval by the Supervisory Board;
(c) approval of the intention to procure funds to finance the Agency in the financial market.
(6) The Board of Directors is required to carry out such a business operation on the basis of the Government's decision which it could not carry out on account of the risks arising from it because of prudent business. The Board shall draw the attention of the Minister of Finance to this fact without undue delay.
Supervisory Board
(1) The Supervisory Board is a supervisory and supervisory body which oversees the performance of the Board of Directors, the Director-General and the performance of the Agency's business activities.
(2) The Supervisory Board has nine members.
(3) The members of the Supervisory Board are elected by the Chamber of Deputies for a term of office of 5 years.
(4) The Chairman of the Supervisory Board shall be elected by the members of the Supervisory Board.
(5) Only a natural person may be a member of the Supervisory Board. A member of the Supervisory Board shall not be a member of the Board of Directors of the Agency.
(6) Similarly, the provisions of the Commercial Code and other conditions of special legislation apply to membership of the Supervisory Board of the Agency and to the responsibilities of its members. 4) The members of the Supervisory Board may be insured by the Agency by means of a means of insurance in the event of their liability for damage in the performance of the duties of a member of the Supervisory Board of the Agency; for the purposes of this Act, insurance premiums paid by the Agency for such insurance shall not be regarded as remuneration for the performance of the duties of a member of the Supervisory Board.
(7) A member of the Supervisory Board may be dismissed by the Chamber of Deputies before the expiry of its term of office. A member of the Supervisory Board may resign. The Agency's Statutes shall lay down the details of the withdrawal.
Scope of the Supervisory Board
(1) The members of the Supervisory Board are entitled to consult all documents and records relating to the Agency's activities and to check whether the accounting records are properly kept in accordance with the facts and whether the Agency's business activities are carried out in accordance with this law, other legislation and statutes.
(2) The Supervisory Board, acting on a proposal from the Board of Directors, approves and submits its observations to the Ministry for its final approval
(a) draft statutes of the Agency, draft amendments thereto and additions thereto;
(b) the Agency's annual accounts as verified by the auditor.
(3) The Supervisory Board, acting on a proposal from the Board of Directors, approves:
(a) decisions on the Agency's operations which go beyond the Agency's annual financial plan and budget;
b) financial and property operations or acts of the Agency which exceed CZK 500 million in the individual case,
(c) the operating budget and the Agency's investment plan;
(d) the setting up of commercial companies and the deposits of assets therein;
(e) the Agency's external auditor,
(f) the remuneration scheme for senior management.
(4) The Supervisory Board shall discuss:
(a) the long-term design of the Agency's activities, including the Agency's medium and short-term instruments;
(b) changes to the statutes and personnel of those companies which are controlled by the Agency under the relevant provisions of the Commercial Code;
(c) evaluation of the results of the Agency's senior management members' work;
(d) quarterly and annual results and the Agency's annual report and submit its observations to the Ministry;
(e) the use of profit.
(5) The Supervisory Board shall assess and control:
(a) the specific lines of action of the Agency and supervise their implementation;
(b) whether the Agency's business activities are carried out in accordance with generally binding rules, the Statutes of the Agency and the resolutions of the Agency's bodies;
(c) whether the accounts and records are properly kept in accordance with generally binding rules, the Statutes of the Agency and the resolutions of the bodies of the Agency;
(d) exercise of the property rights of the Agency in legal persons with the ownership of the Agency.
(6) Furthermore, the Supervisory Board shall have the right:
(a) propose to the Ministry or Board of Directors personnel, organisational and other measures;
(b) inspect all documents and records by any member;
(c) by the Chairman or an authorised member of the Supervisory Board, and after prior notice of the Board of Directors, impose individual supervisory tasks on the Director of the Agency's Internal Audit Department;
(d) send a representative to the commissions, working groups or other advisory bodies set up by the Agency in the course of the performance of its main activities, in agreement with the Board;
(e) to send a representative to the Board of Directors,
(f) carry out further control activities resulting from the Agency's internal rules.
Decision-making of the Supervisory Board
(1) The Supervisory Board shall have a quorum if at least two-thirds of its members are present.
(2) For the adoption of the resolution of the Supervisory Board
(a) two thirds of the votes of all members of the Supervisory Board shall be required in the matters referred to in paragraphs 2, 3 and 4 of Article 7;
(b) an absolute majority of the members of the Supervisory Board present shall be required for matters referred to in paragraphs 5 and 6 of Article 7.
(3) If the Supervisory Board does not adopt a resolution on matters referred to in paragraphs 2 and 3 of Article 7 within 15 calendar days of the date of receipt of the relevant proposal to the Chairman of the Supervisory Board, the Supervisory Board shall be deemed to agree with the relevant proposal.
Statutes and internal rules
(1) The statutes shall contain:
(a) the company and its registered office;
(b) the subject matter of the activity;
(c) the duration of the term of office of the members of the Board;
(d) the definition of the responsibilities of the board members and the members of the supervisory board;
(e) the responsibilities and status of the Director-General, the Internal Audit Service of the Agency and other bodies of the Agency;
(f) financial management principles;
(g) the procedure for supplementing and amending the statutes;
(h) other particulars, if provided for by this law.
(2) The meetings, meetings and decisions of the Board of Directors and the Supervisory Board of the Agency are laid down in the Rules of Procedure of the Board of Directors and the Rules of Procedure of the Supervisory Board issued by those bodies.
Obligations of board members, supervisory board and staff of the Agency
(1) The members of the Board of Directors and the Supervisory Board are required to perform their duties with the care of a proper manager. This is without prejudice to Article 5 (6).
(2) The activities of the Agency shall be covered by commercial secrecy. Staff of the Agency and members of the Supervisory Board shall be required to remain silent in matters relating to the subject matter of the Agency's activities, unless otherwise provided for by specific legislation or legislation. The Board of Directors may decide to disclose a fact which is the subject of a business secret to a third party or to publish it only if it is in accordance with the interests of the Agency.
(3) For reasons of special consideration, the Board of Directors shall waive the obligations referred to in paragraph 2; the members of the Supervisory Board shall be relieved of that obligation by the Supervisory Board. This obligation shall continue after the end of an employment relationship or other similar relationship.
(4) Furthermore, the Agency's staff and members of the Supervisory Board are obliged to refrain from any conduct which could lead to a conflict of personal interests with the Agency's interests and may not use information acquired in connection with the performance of their duties for their own benefit or for the benefit of another person.
(5) A member of the Board of Directors or a member of the Supervisory Board may not engage in an activity covered by the provisions of the Commercial Code prohibiting competition between a member of the Board of Directors and a member of the Supervisory Board of a public limited company. A member of the Board of Directors and a member of the Supervisory Board may only engage in business as a statutory body or as a member of a statutory body of another legal entity if it participates in the business of that other company of the Agency. 5)
(6) In the event of non-compliance with the prohibition on competition, it shall be treated mutatis mutandis under the Commercial Code. 6)
Persons with a special relationship to the Agency
(1) The Agency may not, without the consent of the Ministry, conduct transactions with persons having a special relationship to it which, due to their nature, purpose or risk, could not be carried out with other trading partners. This provision shall also apply to the acceptance of the guarantee.
(2) For the purposes of this Act, persons having a special relationship with the Agency shall be regarded as:
(a) Agency staff;
(b) members of the Supervisory Board of the Agency;
(c) persons close to those referred to in points (a) and (b);
(d) legal persons controlled by the Agency. 7)
Relationship of the Ministry to the Agency
(1) Ministry
(a) after approval by the Supervisory Board, approve the Statutes of the Agency, amend them and supplement them;
(b) approve, on a proposal from the Board of Directors and after a statement by the Supervisory Board, the accounts, including allocations to the reserve fund and other special-purpose funds, verified by the auditor and the distribution and use of profits;
(c) imposes on the Agency tasks related to the safeguarding of the subject-matter of its activities and controls their implementation;
(d) decide how the Agency's loss is to be reimbursed;
(e) approve, on the basis of a proposal from the Board of Directors, the intention to procure funding for the Agency in the financial market;
(f) control the Agency's activities in the manner laid down by specific legislation, 8)
(g) approve, after prior approval by the Government, the Agency's decision to sell part of the Agency's undertaking.
(2) The Minister of Finance shall submit to the Government:
(a) proposals for the appointment and removal of the President and other board members;
(b) for approval of the Agency's operation designated by the Ministry and shall inform it of the results of the Agency's activities and management for the year in question; for Agency operations exceeding CZK 500 million in a single case, it shall do so only after approval by the Supervisory Board,
(c) to approve the acquisition of assets by the Agency in accordance with Article 3 (4).
(3) The President and the other members of the Board of Directors shall serve as Prime Minister in writing.
(4) The Agency is required, upon request, to provide information on the Agency's activities to the Minister of Finance, through its government and, where appropriate, other State bodies.
Relationship to the Chamber of Deputies
The government submits To the Chamber of Deputies to approve the acquisition of assets in accordance with Paragraph 3 (5).
Management
(1) In the management of the State's assets referred to in Paragraph 1 (2), the Agency shall act in accordance with a special law, 9) unless otherwise provided for by that law.
(2) The Agency may issue bonds.
(3) The Agency may acquire securities under the conditions laid down in specific legislation10) for the State. The acquisition price may be higher than the valuation of the securities under a special law. 11)
(4) Following the prior approval of the Government, the Agency may acquire holdings in companies other than equity.
(5) Following the prior approval of the Government, the Agency may set up or participate in the establishment of a trading company, transfer assets to the State with which it is responsible, transfer securities and dispose of equity in companies other than equity.
(6) The Agency may, without the consent of the Ministry, forward a claim at market price to a third party. This is also the case if the claim is to be the subject of a public auction under specific legislation. 12) The transfer of the claim at a lower price or its transfer free of charge may be effected only after the prior consent of the Ministry.
(7) The Agency may agree with the debtor, at the request of the debtor, in exceptional cases of special consideration and after the approval of the Minister of Finance and the relevant Ministry of Finance, that the debt will be forgiven in whole or in part if the debtor's circumstances or the commercial interest of the Agency justify it. A debt incurred in connection with the criminal activity of the debtor or, for whatever reason, a claim against the State may not be waived if it does not repay the debt itself.
(8) The Agency may unilaterally waive recovery if:
(a) the debtor died and the claim could not be satisfied or enforced against his heirs; or
(b) the debtor refuses to comply with the debt voluntarily and the claim has been waived or it cannot be demonstrated that the claim persists or the amount of the debt cannot be established and there is no basis for the court or other authority to determine the amount as considered; or
(c) it is clear from all circumstances of the case that further recovery of the claim would not be successful or the recovery costs would exceed the expected return.
(9) The waiver shall be in writing and shall not be communicated to the debtor. By abandoning recovery, the claim does not cease.
(10) The revenue and expenditure managed by the Agency are not part of the state budget of the Czech Republic.
Financial management
(1) The Agency shall establish a reserve fund, a fund of cultural and social needs and special-purpose funds. When dealing with a fund of cultural and social needs, the Agency shall be governed by specific legislation on the fund of cultural and social needs. 13)
(2) The arrangements for the creation and management of the reserve fund, the other special-purpose funds and the amending appropriations are laid down in the Statutes of the Agency.
(3) The profits of the Agency shall be used, upon fulfilment of legal obligations, as decided by the Ministry.
Financing of the Agency
The Agency's activities shall be financed in particular from:
(a) the capital and funds of the Agency;
(b) revenue from own activities;
(c) foreign resources obtained on financial markets;
(d) the funds obtained from the issuance of bonds which may not exceed 30% of the Agency's balance sheet at the end of the previous year;
(e) the means of issuing sovereign debt;
(f) proceeds from the sale of privatized assets which are the income of the Czech Republic and with which it is for the Ministry to manage.
Accounting
(1) The Agency shall keep accounts in accordance with specific legislation. 14)
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Regulation Information
| Citation | Act No. 239 / 2001 Coll., on the Czech consolidation agency and on the amendment of certain laws (Act on the Czech consolidation agency) |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 09.07.2001 |
|---|---|
| Effective from | 01.09.2001 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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