The Minister of Public Works, Ms. Stella N Sigcau, MP, hereby publishes the draft State Property Management Company Bill, which Bill establishes a public company whch will provide accommodation to clients and be responsible for the strategic and operational managementof the fixed asset portfolioof the State.
Tomake provision for a company, which will be responsible for thestrategicand operational management of the fixed asset portfolio of the State to derive benefits for theStatefrom itsproperty portfolio andforthatpurpose toprovideforthe establishment of the State Property Management Company, a public company wholly owned by the State; to provide for the governance and management of that company; to define the objects, powers, duties and operational and financial accountability of that company; to provide for the establishment of a regulator to oversee the exercise of its powers and duties by the State Property Management Company; and to provide for matters incidental thereto.
"Companies Act" means the Companies Act,1973 (Act No.
There is hereby establishedacorporatebody to be known as theStateProperty Management Company.
Notwithstanding the provisions of the Companies Act, the Minister must sign the memorandum of association and articles of association of the proposed companyon behalf of the State.
Notwithstanding the provisions of the Companies Act, the Company has at incorporation not more than one member.
The Minister must take up sharesin the Company so incorporated on behalf of the State, and then exercise the State's rights as member and shareholder of the Company.
Subject to section 8, the shares contemplated in subsection (4), may only be sold or otherwise disposed of with the approval, by resolution, of Parliament.
(6)(a) No stampdutiesintermsoftheStampDutiesAct,1968(Act No.
No fee as contemplated in section 63 of the Companies Act or any other fee is payable to the Registrar in respect of the incorporation and the issue of a certificate to commence business in terms of subsection (1).
The Companies Act applies to the Company subject to the provisions of this Act.
Sections 66, 190 and 344(d) of the Companies Act do not, while the State is a member of the Company and the total number of members of the Company is less than seven, apply to the Company.
TheMinistermay, bynoticeinthe Gazette, exempttheCompany fiom the application of any other provision of the Companies Act or render such provision applicable, subject to such modification as theMinisterconsidersnecessary, andtheMinistermay withdraw or amend such notice.
The Registrar may issue such directives and authorise such exemptions fiom or modifications to the regulations made under the Companies Act, as the Registrar considers necessary, in respect of the Company in order to give effect to the provisions of this Act.
(1)The objectsofthe Company are to provide accommodation to its clients and to manage the fixed assets efficiently and cost effectively to ensure optimum functional, social and financial returns for the State.
the objects mentioned in subsection (1) may not be altered; and for thispurpose, the references to the Company and the membersin sections 55 and 199 to 204of the Companies Act, are deemed to be references to the Cabinet.
may request the LandAffairs Board established under section2 of the Land Affairs Act, 1987 (ActNo.
maygenerallydoallsuchthings as the Companyconsidersnecessary or expedient to achieve the objectives of this Act.
The powers set out in subsection (1) are in addition and supplementary to the powers set out in Schedule 2 of the Companies Act except in so faras a power set out in the said Schedule2 is qualified or limitedin subsection (l), the other provisions of this Act or the PublicFinanceManagementAct, inwhichcase such qualification orlimitationmustbe adhered to by the Company.
such other matters as provided for in this Act or as are necessary or useful fortheachievement of the- objects oftheCompanyand to regulatethe business and affairsof the Board and the Company.
DespitetheprovisionsoftheCompaniesAct, theCompanymayonlyissue shares to an organ of state, with the approval, by resolution, of Parliament and subject to the condition that the Minister remains the majority shareholder of the Company at all times.
Subject to the overallauthority of theshareholderof the Company as provided for in this Act, the Companies Act and the articles, the Board determines and controls the business strategyof the Company and directs the operations of the Company.
who must constitute the minority of the Board; and who, together with the chairperson, must constitute the majority of the Board and include representatives of two government departments that have an interest in the management of the fixed asset portfolio of the State; and the majority of which may not be officers as defined in section 1 of the Public Service Act, 1994 (Proclamation 103 of 1994), or deemed to be such officersin terms of section 1of the Public Service Amendment Act, 1996 (ActNo. 13 of 1996).
Subject to section 13(2), the Minister, taking into account, among other things, theprinciples of transparency and representivity, appointstheexecutivedirectors fiom among persons who have shown ability in and experience with financial, legal, commercial, property management, administrative or industrial matters.
resign fiom office by submitting to the Minister a letter of resignation 60 days before the vacating ofhis or her office.
is as stipulated in that contract of service.
(c)hasafinancial or other interestlikely to prejudicially affect his or her performance of dutiesas director of the Company.
A decisiontaken by the Board or an actperformedundertheauthority of the Board is not invalid by reason only of a vacancy on the Board, or of the fact that a person who is not entitled to sit as a directorassata director at the time when the decision wastaken or the act was authorised, if the decisionwas taken or the act was authorised by the requisite majority of directors who were present at to sit.
The chief executive officer is, for the purposes of the Companies Act, 1973, the managingdirectoroftheCompanyand has, onbehalf of theBoard, the direction and management of the business and affairs of the Company with authority to act in all matters that are not by this Act or the articles specifically reserved to be done by the Board.
The chief executive officer appointed by the Board is, by virtue of holding that office, an executive director of the Board.
The chief executive officer may be reappointedat the expiry ofhis or her term of office.
The term of ofice, conditions of service and termination of service of the chief executive officer must be determined in the contractof service concluded between the Board and the chief executive officer.
If, for any reason, the chief executive officer is unable to act for a period longer than two months, the Board may appoint an acting chief executive officer to act as the chief executive officer for the duration of such inability or three months, whichever period is the shortest, and the person so appointed has, while so acting, all the powers and carries out all the duties of the chief executive officer.
money received from interest on any investment.
If the Public FinanceManagementActenjoyspreference as contemplated in subsection (l), the Company may, with the concurrence of the Minister, request the Minister of Finance to exempt it, in terms of section92 of that Act, from the provision concerned on the condition that the Company follows the procedures prescribed by the similar provision in the Companies Act.
An asset management plan must contain the prescribedminimumcontent.
For the period determined by the Minister by notice in the Gazette, any national governmentdepartmentmust the to the approachCompany providenecessary accommodation and the Company will supply or enter into any negotiations on its behalf to % obtain satisfactory accommodation.
The Company and the client concerned must enter into a service agreement to determine the terms and conditions for the rendering of the services by the Company and the parties must agree on alternative dispute resolution measures.
approve the raising of loans or borrowing of money exceeding the prescribed limitations.
Subject to the CompaniesActandthearticles, theBoardmaydelegateany power, except the power to make rules and appoint the chief executive officer, conferred upon it by this Act to any director of the Board or the chief executive officer or any employee of the Company.
The chief executive officer may delegate any power conferred upon him or her under this Act or delegated to him orherundersubsection (2), to any employeeofthe Company.
amend or set aside anythlng done in the exercise of such power; and at any time withdraw such delegation.
Nothing in this section prevents the shareholder of the Company, the Board or the chief executive officer, as the case may be, from exercising a delegated power underthis section.
be registered or licensed in terms of any legislation; or falsely claim to be acting on behalf of the Company.
Any person who contravenes this section is guilty of an offenceandliable on conviction to afine or to imprisonment for a term not exceeding two years, or to both.
any matter which may be prescribed underthis Act; and such other matters as arenecessaryoruseful to be prescribedforthe achievements of the objects of this Act.
TheMinistermust, on the commencement of this Act, transfertheoperational assets, liabilities, rights and obligations, of which the Department is the owner or holder of or responsible for, needed by the Company to commence business and agreed to by Cabinet, on such conditionsas the Minister may determine, to the Company.
The Minister may, in consultation with the Minister of Finance, transfer to the Company seed funding for the purpose of establishing it as an operational concern.
The Minister may after consultation with the Company and subject to the consent of the creditor concerned and such conditionsas the Minister and the creditor may agree on, assign to the Company any obligation of the Department arising out of an existing agreement betweentheDepartmentand that creditor in connection withanydebtincurred by the Department in connection with the property to be managed by the Company.
Notwithstanding any law to the contrary, the Company is, with effect fiom the date of transfer, vested with the ownership of the operational assets and rights and charged with the liabilities and obligations transferred or assigned to.it under subsections(1) and (2).
A certificate issued by the Minister stating that any lease or any other operational asset or right described in such certificate has been transferred to the- Company- in terms of subsection (l),is sufficient proof that the operational asset or rightso described vests in the Company.
On the submission of the certificate contemplated in subsection (5) to any person in charge of any ofice where a register or a record is being kept of the ownership of or entitlement to an asset or right described in such certificate, that person must make such entries in or on any relevant register, or other document in his or her office or submitted to him or heras may be necessary to effect the transfer in the name of the Company.
The Company is substituted for the Department as a contracting party in respect ofanyagreementtransferred to the Company in terms ofsubsection (1) withoutthat substitution bringing about a novation of that agreement.
The Minister, in consultation with the Minister of Finance, determines the value of operational assets and liabilities transferred (1).
Notwithstandingany law to the contrary, nostampduties, transferduties, registration fees, sales tax, additional sales levy, value addedtax or any other duty, fee, tax or levy payable in terms of any lawfor the acquisition or transfer of operational assets or rights is payable in respect of the transfer of the operational assets or rights by the Minister to the Company in terms of subsection(1).
The Minister may, subject to the provisions ofthePublicServiceAct,1994 (Proclamation No.104 of 1994), maketheservices of any personwho is an officer or employee of the Department in terms of that Act, available to the Company.
option that officer or employee must, notwithstanding the provisions of any other law, be deemed to be a dormant member of the fund concerned as contemplated in section 15 of the General Pensions Act, 1979 Act No.
No24 of 1956, if any.
The Minister may delegate, on the conditionshe or she considers necessary, to an officer of the Department, a power grantedto him or her by this section.
Amendment of laws out in thethird column thereof.
Short title and commencement comes into operation on a date determined by the Minister by notice in the Gazette.
Different dates may be determined under subsection (1) in respect of different provisions of this Act.
Any reference in any provision of this Act to the commencement of this Act is construed as a reference tothedatedetermined under subsection (2) inrelation to such provision.
Column 1 Column 2 No. and year of law Title Act No.
Company established by section 2 oftheState PropertyManagementCompanyAct, 2002 (Act No...
State Management Company.