Government Decree No. 2017-388 of March 9, 2017

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N° 25 Official Journal of the Tunisian Republic — March 28, 2017 Page 1091 MINISTRY OF DEVELOPMENT, INVESTMENT AND INTERNATIONAL COOPERATION Government Decree No. 2017-388 of March 9, 2017, fixing the composition and organizational modalities of the Supreme Investment Council, the administrative and financial organization of the Tunisian Investment Instance and the Tunisian Investment Fund, and the rules governing their operation.

The Prime Minister, On proposal of the Minister of Development, Investment and International Cooperation, Having regard to the Constitution, Having regard to Law No. 85-78 of August 5, 1985, on the general status of agents of industrial and commercial public offices and establishments and companies whose capital belongs directly and entirely to the State or local public authorities, as amended and supplemented by Law No. 2007-69 of December 27, 2007, Having regard to Law No. 90-17 of February 26, 1990, on the revision of legislation concerning real estate promotion, as amended and supplemented by subsequent texts, notably Law No. 2013-54 of December 30, 2013 on the finance law for the year 2014, Having regard to Law No. 94-117 of November 14, 1994, on the reorganization of the financial market, and notably its Article 35, Having regard to Law No. 2001-94 of August 7, 2001, on health establishments providing all their services to non-residents, as amended and supplemented by subsequent texts, notably Law No. 2016-71 of September 30, 2016, on investment, Having regard to Law No. 2009-64 of August 12, 2009, promulgating the code on financial services provided to non-residents, Having regard to Law No. 2016-71 of September 30, 2016, on investment, as amended by Law No. 2017-1 of January 3, 2017, on the supplementary finance law for the year 2016, and notably its Articles 11 to 18 and Articles 31 and 32, Having regard to Government Decree No. 2000-2475 of October 31, 2000, on the single formality for creating individual projects, as amended and supplemented by Government Decree No. 2008-733 of March 24, 2008, Having regard to Government Decree No. 2014-3629 of September 18, 2014, fixing the composition, powers, organization and operating modes of the Supreme Investment Commission, Having regard to Government Decree No. 2014-4516 of December 22, 2014, creating investor supervision units, Having regard to Government Decree No. 2014-4566 of December 31, 2014, ratifying a memorandum establishing a communication mechanism between the public administration and the private sector in the field of business climate development "National Business Agenda", Having regard to Government Decree No. 2016-1164 of August 10, 2016, organizing the Ministry of Development, Investment and International Cooperation, Having regard to Presidential Decree No. 2016-107 of August 27, 2016, appointing the Prime Minister and its members, Having regard to the opinion of the Administrative Court, After deliberation by the Council of Ministers. Enacts the following Government Decree:

Article 1 - This Government Decree fixes the composition and organizational modalities of the Supreme Investment Council hereinafter referred to as "the Council". It also fixes the administrative and financial organization of the Tunisian Investment Instance and the Tunisian Investment Fund hereinafter referred to respectively as "the Instance" and "the Fund". decrees and orders

Page 1092 Official Journal of the Tunisian Republic — March 28, 2017 N° 25 TITLE I The composition of the Supreme Investment Council and its organizational modalities Art. 2 - The Council exercises the missions assigned to it under Article 12 of the aforementioned investment law, as well as the missions of the Supreme Investment Commission entrusted to it under existing legislative texts. Art. 3 - The Council is chaired by the Prime Minister. It is composed of the following members :

• the Minister in charge of finance,
• the Minister in charge of development and investment,
• the Minister in charge of employment and vocational training,
• the Minister in charge of industry,
• the Minister in charge of agriculture,
• the Minister in charge of equipment,
• the Governor of the Central Bank of Tunisia. The Council President shall obligatorily convene the relevant Minister for a file submitted for approval to attend Council meetings. The Council President may convene, as needed, any person whose opinion is deemed useful and allow them to participate in the Council's work. Art. 4 - The Council meets at least once every three months in an ordinary session and whenever necessary upon convocation by its President. Members are informed of the meeting date and agenda at least seven days prior to the Council meeting. Art. 5 - The Instance cited in Article 7 of this Government Decree ensures the permanent secretariat of the Council and is responsible notably for :
• preparing the Council's agenda and preparing files submitted to it,
• drafting meeting minutes,
• monitoring the implementation of Council decisions and recommendations,
• preserving documents related to files submitted to the Council and its deliberations
• preparing an annual report on the Council's activities. Art. 6 - The Council prepares an annual report on the evaluation of State policies in the investment sector. This report will be published on the Instance's electronic website.

TITLE II The administrative and financial organization of the Tunisian Investment Instance CHAPTER I The Instance's attributions Art. 7 - The Instance is responsible notably for the following missions :

1. proposing policies and reforms related to investment to the Council, in consultation with organizations representing the private sector, monitoring their implementation, collecting and publishing investment-related information, and preparing investment policy evaluation reports.
2. Supervising investment operations by ensuring the following :

• receiving investors, guiding and directing them in coordination with relevant bodies through "the single investment interlocutor" provided for in Article 15 of the aforementioned investment law,
• carrying out administrative procedures on behalf of investors regarding the legal establishment or extension of companies and obtaining required authorizations for different investment stages,
• granting authorizations in accordance with the conditions mentioned in Article 4 of the aforementioned investment law,
• examining benefit claims for subsidies and deciding on their grant based on a technical report prepared by the body responsible for monitoring investment implementation,
• receiving investor petitions and working to resolve encountered problems in coordination with relevant bodies, as well as establishing a database for collecting received petitions for examination and proposing appropriate solutions, while publishing recorded shortcomings and corrective actions in its evaluation reports.

3. ensuring the permanent secretariat of the Council,
4. examining and evaluating projects of national interest provided for in Article 20 of the aforementioned investment law, proposing related incentives, and submitting them to the Council.

N° 25 Official Journal of the Tunisian Republic — March 28, 2017 Page 1093 CHAPTER II The composition of the Instance Art. 8 - The Instance is composed of a President, an Instance Council, a Strategic Council, and an Executive Body. The Instance is under the supervision of the Ministry in charge of investment. Section 1 - The Instance President Art. 9 - The Instance is directed by a President appointed and remunerated by Government Decree on the proposal of the Minister in charge of investment. Art. 10 - The President is the legal representative of the Instance. He/She chairs its Council and acts as the budget execution order officer, and is responsible notably for ensuring :

• administrative and financial management,
• concluding contracts and agreements,
• representing the Instance before third parties in civil, administrative, and judicial acts,
• exercising any prerogative related to the Instance's activity entrusted by the Instance Council. The President may delegate part of his/her powers to the Executive Director mentioned in Article 17 of this Government Decree, as well as his/her signature to agents under his/her authority. Section 2 - The Instance Council Art. 11 - The Instance Council is responsible for :
• defining the general policy of the Instance, programs, and necessary mechanisms for their implementation,
• approving the Instance's provisional budget,
• finalizing financial statements before submitting them for approval to the statutory auditor,
• organizing the Instance's administrative services,
• establishing specific personnel statutes and remuneration schemes for the Instance,
• drafting the Instance's internal regulations,
• approving contracts and agreements concluded by the Instance,
• approving acquisition contracts, transactions, and other real estate operations related to the Instance's activity,
• approving the Instance's annual report,
• appointing the Executive Director of the Instance,
• appointing statutory auditors. In general, the Instance Council examines any other aspect related to its activity submitted by its President. Art. 12 - The Instance Council is composed of its President and the following members :
• a representative of the Government Presidency with the rank of General Director,
• a representative of the Ministry in charge of finance with the rank of General Director,
• a representative of the Ministry in charge of investment with the rank of General Director,
• a representative of the Ministry in charge of employment and vocational training with the rank of General Director,
• a representative of the Ministry in charge of equipment with the rank of General Director,
• the General Director of the Agency for Industry and Innovation Promotion,
• the General Director of the Agricultural Investment Promotion Agency,
• the General Director of the National Tunisian Tourism Office,
• the General Director of the Foreign Investment Promotion Agency,
• five representatives of organizations representing the private sector,
• two (2) experts in the investment field. The Council members are designated by order of the Minister in charge of investment, on proposal from concerned structures for ministries and private sector organizations, and on proposal from the Instance President for the two investment experts. The Instance President may convene any person recognized for expertise in investment or other fields to attend Council meetings and provide opinions on specific agenda items. The Council members are appointed for a three-year term, renewable once, except for members designated by virtue of their office. Instance Council members receive allowances for their missions, fixed by Government Decree.

Page 1094 Official Journal of the Tunisian Republic — March 28, 2017 N° 25 Art. 13 - The Instance Council meets, upon convocation by its President, at least once every three months and whenever necessary to give opinions on questions inscribed in the agenda established by the Instance President and communicated at least seven days in advance to all Council members. The Council may validly meet only if at least half of its members are present. If the quorum is not met, the Instance Council meets a second time within fifteen days following the first meeting. In this case, its deliberations are considered valid regardless of the number of members present. The Instance Council issues opinions by majority vote of present members. In case of a tie, the President's vote is decisive. The Instance's internal regulations define notably :

• the organization of meetings of the Instance Council and Strategic Council,
• permanent points inscribed in the meeting agendas. Section 3 - The Strategic Council Art. 14 - The Strategic Council is chaired by the Instance President. It is composed of representatives from the public and private sectors chosen based on their experience and competence in investment. The Strategic Council members are designated by order of the Minister in charge of investment on proposal from the Instance President for a 3-year term, renewable once. The Strategic Council members receive allowances for their missions, fixed by Government Decree. Art. 15 - The Strategic Council is responsible notably for :
• evaluating the business and investment climate,
• proposing strategic choices in the business and investment climate sector,
• proposing public policies and adequate programs for improving the business and investment climate. The Strategic Council prepares the annual report provided for in Article 6 of this Government Decree to be submitted for approval by the Instance Council, accompanied by the "National Business Agenda" report provided for in Government Decree No. 2014-4566 of December 31, 2014. Art. 16 - The Strategic Council meets, upon convocation by its President, at least once every three months and whenever necessary to examine questions inscribed in the agenda established by the Instance President. The Investment Policies and Reforms Unit provided for in Article 19 of this Government Decree ensures the permanent secretariat of the Strategic Council. Section 4 - The Executive Body Sub-section 1 - The Executive Director Art. 17 - The Instance's Executive Director is designated by the Instance Council on proposal from the President, among candidates with dossiers meeting experience and competence conditions in administrative, financial, and technical management. Art. 18 - The Executive Director is responsible notably for :
• preparing the Instance's provisional budgets,
• proposing the organization of the Instance's services, specific personnel statutes, and remuneration schemes,
• executing revenues and expenditures,
• concluding acquisition operations, transactions, and all real estate operations related to the Instance's activity,
• preparing periodic administrative reports on the Instance's activities for submission to the Instance Council,
• preparing an annual report on the Instance's activities for submission to the Instance Council,
• executing any other mission entrusted by the President and related to its activities. Sub-section 2 - Technical Units Art. 19 - The Executive Body is composed notably of the following technical units :
• the Investment Policies and Reforms Unit: responsible for developing investment policies, proposing reforms in consultation with the private sector, conducting prospective studies to improve investment, preparing statistics and a database on investment. It also ensures monitoring and analysis missions in the investment sector,

N° 25 Official Journal of the Tunisian Republic — March 28, 2017 Page 1095

• the Subsidies and Incentives Unit: responsible for examining subsidy and incentive benefit claims, preparing related files, proposing the grant of subsidies, and ensuring their monitoring in coordination with concerned structures,
• the Investor Supervision Unit: responsible for supervising and assisting investors within the missions entrusted to "the single investment interlocutor" provided for in Article 15 of the aforementioned investment law. It also handles examining national interest projects, evaluating them, and monitoring their implementation,
• the Subsidies and Incentives Evaluation and Control Unit: responsible for evaluating the performance of the subsidy and incentive grant system and controlling their implementation based on best practices,
• the Support Unit: responsible for managing human resources and material assets of the Instance, preparing the management and investment provisional budget, preparing contract files and their execution, as well as developing the Instance's communication policy and international cooperation files. The Instance Council fixes the organizational chart of the technical units cited above.

CHAPTER III Financial Organization Art. 20 - The Instance's provisional budget includes revenues and expenditures. The Instance's Executive Director finalizes the provisional budget within a period not exceeding August 31 of each year. Art. 21 - Revenues include the following :

• subsidies and endowments granted by the State to the Instance,
• grants, donations, and bequests,
• proceeds from the sale of movable and immovable property,
• any other product accruing to the Instance. The expenditures include the following :
• operating expenses,
• management and maintenance costs of immovable property and other assets belonging to it,
• expenses related to acquiring immovable property and fitting-out costs,
• investment expenditures,
• other expenses. Art. 22 - Contracts concluded by the Instance are subject to principles of competition, transparency, and equal opportunity. Procedures and conditions for concluding and executing contracts are fixed by a specialized procedures manual approved by the Instance Council.

CHAPTER IV State Oversight and Control Mechanisms Art. 23 - The Instance submits to the Council for approval :

• the annual action plan during the first three months of each year,
• the report on evaluating the business and investment climate,
• the annual activity report. The annual activity report is published on the Instance's electronic website after Council approval. Art. 24 - The Instance President submits to the Ministry in charge of finance and the Ministry in charge of investment the following documents :
• meeting minutes of the Instance Council,
• provisional budgets of the Instance,
• financial statements approved by the statutory auditor,
• liquidity position statements,
• donation and bequest statements,
• the annual action plan,
• the report on evaluating the business climate,
• the Instance's annual activity report.

TITLE III The administrative and financial organization of the Tunisian Investment Fund and its operational rules

CHAPTER I Administrative Organization Section 1 - The General Director Art. 25 - Fund management is ensured by a General Director who exercises functions under the authority of the Supervisory Committee provided for in Article 16 of the aforementioned investment law.

Page 1096 Official Journal of the Tunisian Republic — March 28, 2017 N° 25 The appointment and remuneration of the General Director are fixed by Government Decree on proposal from the Minister in charge of investment. Art. 26 - The General Director exercises the following missions :

• Administrative and financial management of the Fund,
• Preparing Supervisory Committee work and implementing its decisions and proposals,
• Representing the Fund before third parties in all civil, administrative, and judicial acts in accordance with prevailing legislation,
• Proposing the status and remuneration scheme for Fund agents,
• Drafting the internal regulations of the Fund,
• Concluding arbitration agreements and reconciliation agreements related to dispute resolution. The General Director ensures the implementation of the status and remuneration scheme and benefits from all powers over Fund agents. He/She supervises recruitment, promotion, and dismissal. The General Director may delegate certain powers or the right of signature to agents under his/her authority within the limits of tasks assigned to them. Section 2 - The Supervisory Committee Art. 27 - The Fund's Supervisory Committee is chaired by the Minister in charge of investment or his/her representative. It is composed :
• of a representative of the Ministry in charge of finance with the rank of General Director,
• of a representative of the Ministry in charge of industry with the rank of General Director,
• of a representative of the Ministry in charge of agriculture with the rank of General Director,
• of a representative of the Central Bank of Tunisia with the rank of General Director,
• of the President of the Tunisian Investment Instance,
• of the President of the Financial Market Council,
• of the General Director of the Deposits and Consignments Fund,
• of the President of the Tunisian Professional Association of Banks and Financial Institutions,
• of the President of the Tunisian Private Equity Investors Association,
• of three independent representatives with expertise in economic and financial fields. The Supervisory Committee members are appointed for a three-year term, renewable once, by order of the Minister in charge of investment and on proposal from concerned ministers and the Governor of the Central Bank of Tunisia, based on specialization except for members designated by virtue of their office. The Supervisory Committee President may invite any person whose participation is deemed useful according to questions and files inscribed in the agenda, without voting rights,