1. The legal framework for the SWF should be sound and support its effective operation and the achievement of its stated objective(s).
1.1. The legal framework for the SWF should ensure legal soundness of the SWF and its transactions.
1.2. The key features of the SWF’s legal basis and structure, as well as the legal relationship between the SWF and other state bodies, should be publicly disclosed.
There is no specific legal framework for sovereign wealth funds in Senegal.
FONSIS was created under the Founding Legislation n° 2012-34 voted in Parliament on 27 December 2012. The Law is publicly disclosed in the Government Official Journal and available online at this link http://www.jo.gouv.sn/spip.php?article9611
This Law was used as the basis to incorporate FONSIS and to draft the Articles of Associations of the Fund as a legal entity under private law.
As such, FONSIS is a limited liability corporation (“Société Anonyme” or “S.A.”) fully compliant with private business law of OHADA, the Organisation for the Harmonization of Business Laws in Africa, as is the case for any other private company in Senegal, the latter being a member-state of OHADA http://www.ohada.com/.
FONSIS is therefore incorporated under private OHADA business law, and the State of Senegal is the sole shareholder at the moment. The 2012-34 Law and the Articles of Association do however provide for other state-owned entities or governmental agencies to become shareholders if needed. The Articles of Associations are readily available to the general public, at the Registry of the Commercial Court of Dakar, as is the case for any other company created under local, private law.
As a limited liability corporation and under private OHADA business law (more specifically the Uniform Act on Commercial Companies and the Economic Interest Group (“Uniform Act”), FONSIS has a Board of Directors (“BoD”), a Chairman and Chief Executive Officer (“CEO”). The BoD, the Chairman and CEO are nominated by the Head of the Government of Senegal (the President), either by presidential decree or during the council of ministers. Once nominated, they are part of the governing bodies of the Fund. The BoD, the Chairman and the CEO execute their missions and duties in accordance with The 2012-34 Founding Legislation of FONSIS and to the Uniform Act, which is available to the public in this link http://www.ohada.com/actes-uniformes/1299/uniform-act-on-commercial-companies-and-the-economic-interest-group.html.
Once nominated and confirmed by the BoD in accordance with the Uniform Act, the CEO recruits a team of investment and finance professionals who all participate in the management of the Fund on behalf of FONSIS. The management and the operational teams are direct employees of the Fund.