Directive Concerning State Representation within Enterprises (Public Corporate Governance) - Scope of Application

1. This directive ensures the exercise of the state's representation rights in entities of public and private law in which the state holds a stake, in accordance with the principles of Good Governance.

2. It applies subsidiarily to units administratively assigned to a directorate and administrative units with their own legal personality, which are subject to a special law.

3. This directive does not apply to contributions within the meaning of the Subsidies Act nor to administratively assigned units without their own legal personality.

1. The provisions of this Directive apply to the representatives of the state designated by the State Council.

1. At the beginning of each legislative period, the State Council designates the responsible directorate for each entity in which the state holds a capital interest (the responsible directorate).

1. Upon the request of the competent directorate, the State Council establishes the strategic and financial objectives for each entity that the state aims to pursue with its participation.

2. These objectives are reviewed and updated whenever deemed necessary, but at least once per legislative term.

3. They are communicated to the state's representatives through a mandate letter. Additionally, they may be transmitted to the affected entities.

1. The representatives in the councils shall be appointed and, if necessary, dismissed by the State Council upon the request of the competent Directorate.

1. Representatives are selected by name based on the following criteria

a) Professional competence and experience;

b) Complementarity with the other Council members;

c) Availability.

2. The responsible directorate may, in cooperation with the unit, create an additional list of required competencies and knowledge.

3. Any potential conflicts of interest shall be considered as far as possible in the selection of representatives.

4. As far as possible, a balanced participation of women and men and the political sensitivities should be promoted.

1. The representatives are appointed for the duration specified in the provisions applicable to the respective entity, or in the absence of such provisions, for a period of 5 years and are eligible for re-election.

2. After the end of their third term, they are officially relieved of their duties.

3. Their appointment is confirmed for each term.

4. The representatives may be removed from office at any time.

1. The relationships between the State and its representatives are established in a letter of appointment.

2. The letter of appointment notably includes

a) the strategic and financial goals that the State aims to achieve;

b) the form and modalities of the reports that the representative must submit to the competent directorate;

c) the scope of the power of representation, particularly indicating under what circumstances the representative must request instructions from the competent directorate before taking a position;

d) the exact and complete designation of the unit or units concerned by the representation;

e) the obligation of the representative to hand over all documents related to the unit or units to the competent directorate and the financial directorate, particularly the activity and business report;

f) the conditions under which the representative can be dismissed;

g) the regulation of compensation and reimbursement of expenses.

3. It is signed by the Council of State and by the representative.

1. The modalities of compensation and reimbursement of expenses for representatives who are employees of the public service, magistrates of the state, and individuals outside the state are regulated by special legislation.

1. In principle, the state can be represented at all general meetings of entities in which it holds capital.

1. The State Council appoints its delegates at the request of the competent directorate either on a case-by-case basis or for a specific duration in application of Article 7 of this directive.

2. The delegates must be independent of the representatives in the bodies of the Council of the Entity.

1. The State Council provides the delegated person with voting instructions for the General Assembly. It may transfer this authority to the responsible head of the directorate.

2. After the General Assembly, the delegates draft a protocol of the decisions made for the attention of the responsible directorate.

1. The competent directorate ensures that the strategic and financial objectives of the entity in which the state holds a capital interest are pursued. It regularly informs the finance directorate about its supervisory activities and provides it with the relevant documents.

2. The finance directorate is responsible for the financial monitoring of the state's interests in the entities and for the corresponding risk assessment.

3. The competent directorate organizes meetings with the representatives and the finance directorate as often as it deems necessary, but at least once per year as a general rule.

4. The competent directorate reports to the State Council as often as necessary on its supervisory activities. If applicable, the competent directorate and the finance directorate propose the necessary corrective measures to the State Council.

1. The Financial Directorate maintains a list of state-held shareholdings and keeps it up to date. Each directorate promptly informs it of any changes to the shareholdings it supervises, as well as any new shareholdings.

2. This list mentions the directorate responsible for the shareholding as well as its representatives and delegates in the senior management bodies of the entity.

3. The Financial Directorate also keeps the inventory of mandate letters up to date.

1. Representatives and delegates are generally considered state officials within the meaning of the law on the liability of public authorities and their officials.

2. Special provisions of federal law and cantonal law, and those that provide for primary liability of the representatives, remain reserved.

3. The state ensures that it and its representatives are insured against liability claims.

1. The provisions regarding the selection criteria for the representatives of the state apply continuously in the designations and renewals of these representations.

2. The provisions on the drafting of mandate letters apply continuously in the designations and renewals of the state's representations.

3. Furthermore, Articles 6 and 7 paragraph 1 of the regulation of December 7, 2015, amending certain provisions concerning the duration of public ancillary offices, apply.

1. This directive shall enter into force on January 1, 2017.

2. It shall be published in the Official Collection of the Canton of Fribourg.