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[vc_custom_heading text=”Articles of Association” font_container=”tag:h1|text_align:left” use_theme_fonts=”yes” el_class=”page-title”]
\n[vc_custom_heading text=”Mozambique LNG Foundation” font_container=”tag:h3|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Chapter I \u2013 Miscellaneous Provisions” font_container=”tag:h2|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Article 1 \u2013 Name and Type” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nMozambique LNG Foundation, hereinafter referred to in short as \u201cFoundation\u201d, is a legal entity governed by private law, endowed with legal personality, non-profit, endowed with sufficient assets and irrevocably assigned to the pursuit of purposes of social interest, with administrative, financial and patrimonial autonomy, which is governed by these articles of association and, in everything that is omitted herein, by the legislation applicable to foundations in general.<\/p>\n
The Foundation has as members the concessionaires of the Mozambique LNG Project in Area 1 of the Rovuma Basin (the \u201cFounding Members\u201d), namely:<\/p>\n
\u2022 TotalEnergies EP Mozambique Area 1, Lda
\n\u2022 MIT Rovuma Offshore, SU, Limitada
\n\u2022 BPRL Ventures Mozambique BV
\n\u2022 BEAS Rovuma Energy Mozambique Limited
\n\u2022 ONGC Videsh Rovuma Limited
\n\u2022 PTTEP Mozambique Area 1 Limited
\n\u2022 ENH Rovuma \u00c1rea Um, SA.
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[vc_custom_heading text=”Article 2 \u2013 Duration and Headquarters” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe Foundation is incorporated for an indefinite period and has its headquarters in the City of Maputo Avenida Julius Nyerere 3412 and may be transferred within national territory, upon resolution of the Board of Directors.<\/p>\n
The Foundation may create delegations, agencies or any other forms of representation where deemed necessary for the fulfillment of its purposes, by resolution of the Board of Directors.
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[vc_custom_heading text=”Article 3 \u2013 Vision” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nIt is the Foundation\u2019s vision to contribute to the development of Cabo Delgado and the region, empowering communities and diversifying the economy.
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[vc_custom_heading text=”Article 4 \u2013 Mission” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nTo work with local communities, Government, national and international partners through strategic investments, collaboration, and innovative solutions that accelerate development gains while leaving a lasting legacy of prosperity and well-being for current and future generations in Cabo Delgado and the region. By focusing on the development of Human Capital, and the private sector, the Foundation will aim to improve the quality of life for communities through transparent partnerships, responsible resource management, and inclusive engagement.<\/p>\n
The Foundation will center its interventions around two pillars:<\/p>\n
\u2022 development of human capital
\n\u2022 the development of a diversified and job-creating private sector<\/p>\n
Always bearing in mind the social interest and sustainable development of communities, the Foundation proposes, in particular, to contribute in the target communities to:<\/p>\n
\u2022 promoting early childhood development programmes
\n\u2022 support primary and secondary education, as well as literacy programmes
\n\u2022 promote the involvement and qualification of young people through vocational and higher education and other similar programmes
\n\u2022 support access to energy, with a focus on renewable energies, especially in rural areas
\n\u2022 supporting the development of the job-creating private sector
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[vc_custom_heading text=”Article 5 \u2013 Purpose” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nIn pursuit of these aims, the Foundation will:<\/p>\n
\u2022 position the Mozambique LNG Project as a partner of responsible development in a multi-stakeholder context
\n\u2022 promote the involvement and inclusion of communities through the establishment of a credible and functional mechanism
\n\u2022 promote local capacity building to boost the socio-economic development of communities
\n\u2022 identify socio-economic development opportunities aligned with the Government\u2019s plans and the needs of the community, as well as with the social investment strategy of the Mozambique LNG Project
\n\u2022 plan, promote, communicate, and monitor community-oriented social investment initiatives through multi-year participatory social investment plans<\/p>\n
In pursuit of its purposes, at the decision of the Board of Directors, the Foundation may associate with any other national and foreign entities with identical objectives and under the conditions provided for by law.
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[vc_custom_heading text=”Chapter II \u2013 Membership” font_container=”tag:h2|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Article 6 \u2013 Member Rights and Duties” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nFounder<\/p>\n
The rights of the Founding Member are:<\/p>\n
\u2022 participate in initiatives promoted by the Foundation
\n\u2022 collaborate in achieving the purposes pursued by the Foundation
\n\u2022 suggest actions aimed at increasing improvement in achieving the Foundation\u2019s social purposes
\n\u2022 assess information on the Foundation’s activities presented by the Board of Directors
\n\u2022 make suggestions and recommendations regarding the Foundation’s general policy
\n\u2022 assess the proposal on the contracting of loans and guarantees, prior to approval by the Board of Directors, if and as applicable
\n\u2022 elect and be elected to the governing bodies
\n\u2022 dismiss or revoke the governing bodies
\n\u2022 request exoneration
\n\u2022 receive information on the development of the Foundation\u2019s activities
\n\u2022 audit the activities of the Foundation<\/p>\n
The duties of the Founding Member are:<\/p>\n
\u2022 collaborate in the activities of the Foundation
\n\u2022 exercise the positions for which they were elected
\n\u2022 observe compliance with these articles of association and the resolutions of the Foundation\u2019s governing bodies
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[vc_custom_heading text=”Article 7 \u2013 Voluntary Exit” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nAny Founding Member can voluntarily exit the Foundation by means of previous communication to the Board of Directors, provided that the exit of one or more Founding Members do not compromise the Foundation ability to operate.
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[vc_custom_heading text=”Chapter III \u2013 Patrimonial and Financial Affairs” font_container=”tag:h2|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Article 8 \u2013 Assets and Revenues” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe initial assets of the Foundation are constituted by the monetary value of USD 1.000.000 (one million of United States Dollars) assigned to it by the Founding Members and split as per the percentages under the EPCC, converted into Meticais at the exchange rate on the day the Foundation is incorporated.<\/p>\n
The Foundation\u2019s assets are also constituted by:<\/p>\n
\u2022 grants, funds, contributions, donations, inheritances, legacies, assignments, donations from public or private entities, Mozambican or foreign
\n\u2022 financial contributions within the scope of protocols or any other type of contract to be signed with national or foreign institutions
\n\u2022 income from financial investments
\n\u2022 revenues from the operation of properties that constitute its assets or of which there is enjoyment and the carrying out of activities that are part of the pursuit of its purposes
\n\u2022 revenues from participation in commercial companies
\n\u2022 any other income received by the Foundation within the scope of the exercise of its activity<\/p>\n
Allocation of funds from other donors to specific projects, will be governed by distinct Terms of Reference.
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[vc_custom_heading text=”Article 9 \u2013 Capacity and Financial Asset Management” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe Foundation enjoys financial autonomy, managing its assets and budget independently, but subordinated to the purposes for which it was established, with full respect for the rules of this articles of association.<\/p>\n
The Foundation\u2019s legal capacity covers the rights and obligations necessary or convenient for the pursuit of its purposes and the management of its assets, being able to acquire, encumber and dispose of any type of property, under the terms provided for in the law and in these articles of association. The Foundation is authorized to make investments, whether in Mozambique or abroad.<\/p>\n
The Foundation is authorized to negotiate and contract loans and grant guarantees, subject to Board of Directors approval.<\/p>\n
The Board of Directors undertakes to prepare the Financial Statements in accordance with the rules in force in the Republic of Mozambique.<\/p>\n
The Financial Statements must be audited by a specialized and internationally recognized auditing company and copy of the same submitted to Founding Members.
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[vc_custom_heading text=”Chapter IV \u2013 Administration and Supervision” font_container=”tag:h2|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Article 10 \u2013 Bodies” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe bodies of the Foundation are:<\/p>\n
\u2022 The Board of Directors
\n\u2022 The Fiscal Body
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[vc_custom_heading text=”Section I \u2013 Board of Directors” font_container=”tag:h3|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Article 11 \u2013 Composition, Mandate and Operation” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe Board of Directors of the Foundation is composed of seven members, being the representative of each Founding Member, one of whom will be the Chair, chosen from among the directors.<\/p>\n
The Board of Directors, where it deems it appropriate, may:<\/p>\n
\u2022 Delegate powers to the Chairman of the Board
\n\u2022 Appoint one or more vice-chairs
\n\u2022 Create an Advisory Board
\n\u2022 Create an Executive Committee
\n\u2022 Appoint a Chair of the Executive Committee for the oversite and management of the activities
\n\u2022 Create a Secretariat<\/p>\n
In the absence or impediment of the Chair of the Board of Directors of the Foundation, s\/he is represented by one of the members of the Board of Directors designated by her\/him, in case they have not been appointed, under the terms of paragraph b), the deputy(ies) chair(s).<\/p>\n
The term of office of the director is two years, renewable once.<\/p>\n
The Board of Directors is elected by the Founding Member.<\/p>\n
The Board of Directors, where it deems it appropriate, may invite members of other bodies of the Foundation, collaborators, and personalities to participate in its sessions.<\/p>\n
Membership of the Board of Directors is unpaid.
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[vc_custom_heading text=”Article 12 \u2013 Powers of the Board of Directors” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nIt is incumbent upon the Board of Directors to manage and represent the Foundation, in everything that is not within the competence of another body, incumbent upon it, namely, the following functions:<\/p>\n
\u2022 manage the Foundation\u2019s assets, deciding on the disposal of assets or the assumption of responsibilities
\n\u2022 approve the Foundation\u2019s work, program and budget
\n\u2022 run the Foundation\u2019s activity in order to pursue its purposes, respecting the Foundation\u2019s general operating policies as well as the deliberations of its other bodies
\n\u2022 define the organization and internal functioning of the Foundation
\n\u2022 carry out a regular review of activities sponsored by the Foundation
\n\u2022 define policies and general guidelines on assets, as well as their management and determine the nature of the Foundation\u2019s investments
\n\u2022 resolve on the amendment of the articles of association
\n\u2022 hire and manage the Foundation\u2019s staff
\n\u2022 officially represent the Foundation, namely in court
\n\u2022 deliberate on all other matters that, arising from the law or these articles of association, are within its competence<\/p>\n
The Chair of the Board of Directors is in charge of:<\/p>\n
\u2022 calling meetings of the Board of Directors
\n\u2022 presiding over the Board of Directors, set the agenda, and run the meetings of the Board of Directors<\/p>\n
The Chair of the Board of Directors is also responsible for representing the Foundation in its relationship with official bodies, other institutions, and the media.<\/p>\n
In her or his absences and temporary impediments, the Chair of the Board of Directors may delegate functions, to another director, referring to certain matters and for limited periods, and for this purpose s\/he must inform the Board of Directors.
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[vc_custom_heading text=”Article 13 \u2013 Means of Resolution” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nWithout prejudice to the following number, the Board of Directors deliberates, in person or through any technological means that allows the verification of the identity of the director, and, in this case, the company must guarantee the conditions of security of the participation, of the communications and the authenticity of the declarations, registering its content and the respective participants.<\/p>\n
The Board of Directors may deliberate without recourse to a meeting, provided that all vote in writing, in a document that includes the resolution proposal, duly dated, signed, and addressed to the company.<\/p>\n
A written resolution is deemed taken on the date on which the last of the documents referred to in the previous number is received at the company.<\/p>\n
Once the resolution under the terms above has been taken, the Chair of the Board of Directors, or whoever replaces her or him, must inform all directors in writing.<\/p>\n
The Board of Directors deliberates with a pass mark of at least 65%.<\/p>\n
Notwithstanding the above, unanimous vote of the Board of Directors will be required for the full amendment of the Foundation Articles of Association and for the dissolution of the Foundation.
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[vc_custom_heading text=”Article 14 \u2013 Impediments” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nMembers of the Board of Directors, by themselves or through an intermediary, are prohibited from entering into, in their personal interest, onerous contracts with the Foundation.<\/p>\n
The members present on the Board of Directors cannot vote, by themselves or as representatives of others, in matters that directly concern them and in which their spouses, ascendants, descendants and equivalent and collateral relatives up to the second degree are interested.
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[vc_custom_heading text=”Article 15 \u2013 Binding” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe Foundation shall be bound by:<\/p>\n
\u2022 the signature of the Chair of the Executive Committee appointed by the Board of Directors
\n\u2022 the signature of a member of the Board of Directors in the exercise of powers that have been delegated by the respective Board
\n\u2022 the signature of any representative, within the limits of the mandate granted for the performance of certain acts
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[vc_custom_heading text=”Section II \u2013 Fiscal Body” font_container=”tag:h3|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Article 16 \u2013 Fiscal” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe fiscal body is composed of one Fiscal elected by the Founding Members.<\/p>\n
The term of office of the Fiscal lasts for 4 years, renewable once.<\/p>\n
On the date of incorporation of the Foundation, the Fiscal person is Mr. Patrick Corvest.
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[vc_custom_heading text=”Article 17 \u2013 Powers of the Fiscal Body” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe Fiscal is responsible for overseeing compliance with the law and the articles of association, namely:<\/p>\n
\u2022 monitor and verify the regularity of the books and accounting records, the documents that support them, as well as the accuracy of the Foundation\u2019s annual accounts
\n\u2022 issue an opinion on the report, accounts and budget and on all matters that the Board of Directors submits to its appreciation
\n\u2022 prepare and present an annual report on its supervisory activities
\n\u2022 propose to the Board of Directors the performance of external audits, when this proves to be necessary or convenient
\n\u2022 pronounce on matters submitted to it by the Board of Directors
\n\u2022 exercise the other powers provided for by law and in these articles of association<\/p>\n
For the exercise of its powers, the Fiscal is entitled to:<\/p>\n
\u2022 take the initiative and carry out the inspection and verification acts that it deems convenient for the full exercise of its functions
\n\u2022 freely access all services and documentation of the Foundation, being able to request the presence of the respective responsible and request the clarifications that it deems necessary
\n\u2022 take or propose other measures it deems indispensable<\/p>\n
Membership of the Fiscal is unpaid.
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[vc_custom_heading text=”Article 18 \u2013 Resolution from the Founding Members” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe resolution of the Founding Members is taken by majority vote of the members present and in enjoyment of their statutory rights.<\/p>\n
Minutes are drawn up for each session, which become valid and effective after the signature of the Founding Members.
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[vc_custom_heading text=”Chapter V \u2013 Final Provisions” font_container=”tag:h2|text_align:left” use_theme_fonts=”yes”]
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[vc_custom_heading text=”Article 19 \u2013 Dismissal of Members of the Foundation\u2019s Bodies” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nJust cause is considered for the dismissal of a member of the governing bodies from their position, to be carried out under the terms set out in these articles of association:<\/p>\n
\u2022 irregularities committed in the performance of functions
\n\u2022 failure to comply with the Foundation\u2019s purposes
\n\u2022 manifest violation, by word or deed, of the spirit or letter contained in the Foundation\u2019s Code of Conduct and or in these articles of association
\n\u2022 breach of loyalty, through unfounded suspicion or public criticism, towards the Foundation
\n\u2022 lack of civility towards other members of the governing bodies
\n\u2022 public ethical behavior that is not consistent with the principles and values and the need for enforceable probity and an institution of the nature of this Foundation
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[vc_custom_heading text=”Article 20 \u2013 Foundation Dissolution” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe Foundation dissolution can only be approved by unanimous decision of the Board of Directors and in a meeting called expressly for the purpose, after the opinion of the Founding Members.<\/p>\n
In the event of Foundation dissolution, the assets will have the destination assigned to them by the Foundation\u2019s bodies, under the terms defined in the law and in these articles of association.
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[vc_custom_heading text=”Article 21 \u2013 Civil Liability” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nFoundations are civilly liable for the acts or omissions of their representatives, agents, or trustees, under the same terms in which principals are liable for the acts or omissions of their commissioners.
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[vc_custom_heading text=”Article 22 \u2013 Internal Regulations” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nThe Board of Directors may draw up and unanimously approve the rules and procedures applicable to the structure and operation of the Foundation, including the bodies it appoints, which shall be referred to as the Internal Regulations.
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[vc_custom_heading text=”Article 23 \u2013 Omissions” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”]
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\nAny omissions in the present articles of association shall be resolved by the applicable legislation.
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[\/vc_column][vc_column width=”1\/6″][\/vc_column][\/vc_row][vc_row][vc_column][vc_empty_space height=”60px”][\/vc_column][\/vc_row]<\/p>\n","protected":false},"excerpt":{"rendered":"
[vc_row el_id=”foundation-statutes”][vc_column width=”1\/6″][\/vc_column][vc_column width=”2\/3″] [vc_custom_heading text=”Articles of Association” font_container=”tag:h1|text_align:left” use_theme_fonts=”yes” el_class=”page-title”] [vc_custom_heading text=”Mozambique LNG Foundation” font_container=”tag:h3|text_align:left” use_theme_fonts=”yes”] [vc_empty_space] [vc_custom_heading text=”Chapter I \u2013 Miscellaneous Provisions” font_container=”tag:h2|text_align:left” use_theme_fonts=”yes”] [vc_empty_space] [vc_custom_heading text=”Article 1 \u2013 Name and Type” font_container=”tag:h4|text_align:left” use_theme_fonts=”yes”] [vc_column_text] Mozambique LNG Foundation, hereinafter referred to in short as \u201cFoundation\u201d, is a legal entity governed by private law, […]<\/p>\n","protected":false},"author":5,"featured_media":0,"parent":662,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-1690","page","type-page","status-publish","hentry"],"yoast_head":"\n