9.2 Summary of FONSIS governance bodies

TABLE 9.2 Summary of FONSIS governance bodies

BODY

Strategic Orientation Council

Board

Investment Committee

COMPOSITION

• Council yet to be implemented at the time of writing • Once appointed, will comprise representatives of the local private sector, the parliament, the academic system, or liberal professions

• Up to 10 members, appointed by presidential decree for three-year terms (renewable one time) • Chairman proposed by the President of the

Republic and elected by board • CEO a member while in office • Revocation of membership during term with approval of the President of the Republic • As of this report, five members including the

CEO, the chairman, a representative of the presidency, and two representatives of the

Ministry of Economy, Planning and

Cooperation • No independent board member at the time of writing

• Six members including the CEO, executive director in charge of business sectors, executive director in charge of finance and investor relations, chief legal officer, and independent members (2 board members) • One of the two independent board members chairs the Investment Committee

FUNCTIONS

• Advises FONSIS on its investment philosophy and guides the fund toward its strategy • Powers, composition, and functioning determined by presidential decree

• Deliberates on measures relating to the management of FONSIS and determines the investment and management policies of FONSIS • Outlines the fund’s objectives and the orientation of its management • Exercises permanent control of the CEO’s management • Appoints the CEO • Approves all investment projects, based on financial and economic considerations and the board members’ expertise in various sectors (the

Investment Committee ascertains that the closing conditions are satisfied and that disbursements are made according to the board’s resolution) • Approves the annual accounts • Upon approval of investments by the board, validates each disbursement to make sure it is made according to the board’s resolution • Evaluates investment-specific risks when validating each disbursement

Audit and Risk Committee • Chaired by a board member and composed of the financial and administrative director and legal and regulatory affairs • Evaluates internal risks and the respect of rules and procedures • Notifies the board of risks • Evaluates the risk management policy and the quality of internal controls

Recruitment and Remuneration Committee

• Chaired by the chairman of the board and includes a board member

• Approves the appointment of executive management and remuneration policies • Approves FONSIS’s representation in the boards of its portfolio companies • Determines staff salaries and bonuses on recommendation by the CEO

Source: FONSIS 2017; Law 2012-34: Authorizing the Creation of a Sovereign Fund of Strategic Investments (FONSIS), passed by the Senegal National Assembly on December 31, 2012. Note: CEO = chief executive officer; FONSIS = Fonds Souverain d’Investissements Stratégiques (Sovereign Fund for Strategic Investments).

management of FONSIS and defines the management and investment policy of the Fund. As such, it is responsible for the Fund’s performance.”

Board members are appointed by presidential decree. The FONSIS Law established that the board can have a maximum of 10 representatives, including up to 5 state representatives or civil servants, with 1 representative of the president, 1 representative of the prime minister, and 2 representatives of the Ministry of Finance. At the time of writing, the board is composed of the CEO (an ex officio member of the board with full voting rights); two representatives of the Ministry of Economy, Planning and Cooperation; and one representative of the presidency, and does not include any independent members. In 2019 a constitutional law6 eliminated the position of prime minister, and a decree7 split the Ministry