Act on State Shareholdings in Legal Entities and Other Bodies (LPartEt) - Purpose and Scope (GBETST)

1. The present law regulates the participation of the state in legal entities.

2. It also applies analogously to the state's participation in institutions that do not possess legal personality, provided that the characteristics of these institutions do not pose an obstacle in this regard.

3. Reserved are the statutory and constitutional provisions applicable to the affected legal entities.

1. For the purposes of this Act, participation is deemed to be any financial or non-financial involvement of the state in private or public legal entities.

2. The state's participation may belong to the administrative or financial assets of the state.

3. The state's involvement in the management or in the general assembly, without financial obligation, is also considered participation.

4. Subsidies within the meaning of the Subsidies Act of November 13, 1995, do not constitute participation.

1. The State Council establishes the list of significant participations and publishes the associated compensations.

2. The following are considered significant participations

a) those whose nominal value exceeds one million francs and in which the state has at least one representative in the general assembly or the executive management;

b) those whose political, economic, financial, or social significance aligns with a strategic direction of the State Council.

3. Participations that do not meet any of the criteria of paragraph 2 of this article are considered participations of minor importance.

1. The competence to acquire a participation lies within the scope of their respective ordinary financial competencies with the Grand Council or the Council of State.

2. The expenditure relevant for determining competence includes

a) * the costs for acquiring the participation;

b) * the costs of any potential state subsidies to the legal entity, for a duration of 4 years from the time of acquisition.

3. If the statutes of the affected legal entity provide for a possible obligation to make additional capital contributions, the potential costs associated with this obligation are also considered for determining competence.

4. The competence for the disposal of a participation is regulated analogously based on the estimated value of the participation according to the ordinary criteria of financial competence.

5. Reserved are the competencies of the department in charge of finances concerning the management and investment of financial assets.

1. The state may acquire an interest in administrative assets only if there is a public interest in the acquisition and if the principles of management and financial budgeting are adhered to (notably efficiency, appropriateness, frugality, and economic viability).

2. The acquisition of an interest in financial assets must meet reasonable demands for security and yield.

1. If the conditions for acquiring an interest in the administrative assets are no longer met, the interest shall be sold after being transferred to the financial assets, unless retaining it in the financial assets is justified from the perspective of security and return.

2. The sale of an interest in the financial assets must meet reasonable demands of security and return.

1. The creation and dissolution of a legal entity by the state are subject to the same conditions as the acquisition or disposal of participations in administrative assets.

2. Requirements related to special legislation remain reserved for public law legal entities.

3. Within this framework, the state pays special attention to the merger or amalgamation of legal entities with similar objectives.

1. In cases of administrative asset participations, the strategic and financial objectives pursued with the participation are determined by the Council of State.

2. These objectives are regularly reassessed and adjusted.

1. The State Council ensures the appropriate exercise of the state's participation rights.

1. Representatives of the State in Governing Bodies

a) individuals proposed by the State Council for appointment to the leadership;

b) individuals directly appointed by the State Council.

1. The State Council examines whether it is possible, advisable, or necessary for the state to be represented on the governing body of the affected legal entity, particularly taking into account the statutory and regulatory provisions of private law and/or public law applicable to the respective legal entity.

2. If the state holds a majority or significant stake, it must be represented.

3. If the principle of representation is decided upon, the State Council, in compliance with the conditions set out in Articles 10 to 12, appoints and dismisses the state's representatives, or proposes their appointment or dismissal to the general assembly or the governing body.

4. ...

1. Representatives of the State shall be selected by name according to the following criteria

a) Professional skills and experience;

b) Personal abilities;

c) Availability;

d) Independence and absence of conflicts of interest.

2. If the legal entities concerned receive significant subsidies from the state, their representatives must be independent from the authority or body responsible for granting such subsidies.

3. The State Council may, in collaboration with the legal entity concerned if necessary, establish a list of additional specific criteria for the relevant function.

4. For significant participations, the State Council shall establish a competence profile and a job description. The positions shall be systematically advertised, except for those regulated by a special law or where the State Council decides to be represented by one of its members.

1. The representatives of the State are appointed for the duration provided in the applicable statutory and legal provisions, or in the absence of such provisions, for a duration of 4 years and are eligible for reappointment. However, the term of office is limited to a maximum of 12 years, unless the mandate as a representative of the State is associated with a function within the State.

1bis. For participations of minor importance, the mandate of the State representatives is tacitly renewed.

1ter. If the representatives of the State are appointed to the presidency of the legal entity during their term of office, the total term of office is limited to a maximum of 16 years.

1quater. The term of office for State representatives who have served in a judicial capacity is limited to 4 years following the resignation of their function within the State.

2. The representatives are automatically relieved of their mandate following the first meeting of the highest body after the calendar year in which they reach the age of 70.

3. The representatives may be dismissed from their assignment by the State Council at any time.

4. Representatives may also request to be relieved of their assignment if there are substantial reasons and their role as a representative is not connected with a function within the State.

5. ...

1. The representatives of the state defend, in principle, the public interest in accordance with the interests of the legal entity and oversee the compliance with the strategic and financial objectives established by the State Council.

2. If necessary, they must request instructions. If applicable, the State Council may also issue such instructions ex officio.

3. The representatives report regularly on their management activities.

4. ...

5. The representatives must recuse themselves if circumstances cast doubt on their impartiality.

1. The relationships between the state and its representatives are established in a letter of assignment. This serves as an addendum to the terms of reference when the representatives are employed by the State of Valais.

2. These documents particularly describe

a) the strategic and financial objectives pursued by the state with its participation;

b) the modalities for representatives to report on their administrative activities;

c) the obligation to request instructions if necessary;

d) the potential possibility for the state to issue instructions ex officio;

e) the extent of the power of attorney for representation;

f) issues of civil liability;

g) compensation modalities.

3. Based on the information provided by the departments, the State Chancellery updates the register of letters of assignment.

1. Representatives whose employer is not the state may retain the compensation paid by the legal entity to them.

2. In the absence of contrary contractual provisions, the state does not provide additional compensation to its representatives.

3. Compensation paid by the legal entity to representatives whose employer is the state must be reimbursed to the state, except for amounts paid as expense allowances.

4. The State Council annually publishes the compensation paid by the legal entity to the state's representatives on the executive boards of the holdings.

1. The State Chancellery updates the list of the state's representatives in the management of legal entities.

2. This list identifies the department and the affected service and is publicly accessible.

3. The list is kept up to date on the website of the state of Valais.

1. From the perspective of civil liability, representatives are generally considered as officials within the meaning of the Act on the Liability of Public Authorities and Their Officials dated May 10, 1978, and therefore, the provisions of this Act are applicable.

2. This is subject to the special provisions of federal or cantonal law and, in particular, those that stipulate a primary responsibility of the representatives.

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

1. As a general rule, the state may be represented in all general meetings of legal entities in which it holds an interest.

2. Exceptions are permitted when such representation clearly does not constitute a significant interest for the state.

1. The representatives of the state and their deputies are appointed by the State Council.

2. The State Council may delegate this authority to the relevant department.

1. The representatives of the state and their deputies are generally magistrates or employees of the affected department.

2. They must possess sufficient knowledge and professional experience.

3. They must be independent of the state's representatives in the executive management of the legal entity.

1. The State Council shall meet with the representatives of the state as often as it deems necessary, but at least once a year for important participations and at least once during the term of office for participations of minor importance.

1bis Meetings with the representatives may be delegated to the competent department by means of a State Council decision.

2. Each party must request additional meetings if necessary or desirable.

3. During these meetings, the following topics in particular must be addressed

a) Communication of the current strategic and/or financial objectives by the state;

b) Report by the representatives on the implementation of the aforementioned objectives;

c) Reporting by the representatives on situations where the interests of the state might diverge from those of the legal entity;

d) General report by the representatives on their activities and on the situation of the legal entity;

e) Communication of all situations involving conflicts of interest by the representatives;

f) Notification of the compensation (salary, fees, attendance fees, etc.) and expense reimbursements distributed by the legal entity, as well as other contractual conditions entered into with the legal entity, by the representatives.

4. The meetings are recorded in written minutes, which are prepared according to a standard template.

5. Communications by the representatives shall comply with mandatory law.

1. The authority responsible for designating the representatives provides them with voting instructions for the general meeting.

2. Subsequently, the representatives report to the authority if the instructions have not been considered by the meeting.

1. Departments responsible for significant state participations are required to prepare an annual controlling report for the attention of the Council of State. This standardized report (reporting system) must contain the main information regarding said participations (purpose of the participation, scope of financial commitment, key operational indicators, significant occurrences related to the owner's and the legal entity's strategy, risk evaluation, etc.).

2. If necessary, they propose the required corrective measures to the competent authorities.

3. Exceptions to this article are permissible if a supervisory mechanism is already provided for in special laws or if the grant of subsidies within the framework of a participation is the subject of performance mandates with annual controlling reports, provided that the reports include the information mentioned in paragraph 1.

1. The management of equity securities is the responsibility of the department in charge of finance.

1. The State Council reports to the Grand Council annually on the progress of important participations for which no report is provided in accordance with special legislation.

1. The State ensures that the legal entities in which it participates have an external auditor who possesses the qualifications necessary to fulfill their duties.

2. The reports of the external auditors are transmitted by the representatives of the State to the relevant department.

1. The provisions regarding the general and specific criteria for the selection of State representatives are continuously applicable with the appointments and renewals of the State representatives, but no later than four years from the enactment of the present law.

2. The provisions regarding the development of strategic and financial objectives, the drafting of mandates or amendments to the terms of reference are continuously applicable with the appointments and renewals of the State representatives, but no later than one year from the enactment of the present law.

3. The provisions regarding the duration and termination of the mandate of State representatives are applicable no later than four years from the enactment of the present law.

1. The State Council shall issue the necessary implementing provisions by way of regulations and instructions.

1. This law is subject to an optional referendum.

2. The State Council determines the date on which this law comes into effect.