Abu Dhabi Official Gazette - 2022 Edition 12

The Official Gazette 31 December 2022 - The Twelfth Edition The Official Gazette The Twelfth Edition - The Fifty One Year Contents Pages Laws Law No. (13) of 2022 Concerning the Establishment of Abu Dhabi Waste Management Company (Tadweer) Public Joint Stock Company. 5 Law No. (14) of 2022 Concerning the Establishment of ADNOC Gas Operations and Marketing Company “Limited Liability Company”. 12 Law No. (15) of 2022 Concerning the Establishment of ADNOC Gas Facilities Company “Limited Liability Company”. 17 Decrees Amiri Decree No. (8) of 2022 concerning the Transfer of some Clubs and Entities in the Emirate of Abu Dhabi to Abu Dhabi Equestrian Club. 25 Executive Council Resolutions Executive Council Resolution No. (190) of 2022 concerning the appointment of the Director-General of Zayed bin Sultan Al Nahyan Charitable & Humanitarian Foundation. 29 Circulars Circular No. (7) of 2022 concerning Conducting and Organising Statistical Work in the Emirate of Abu Dhabi. 33 1 Laws 3 swaL Law No. (13) of 2022 Concerning the Establishment of Abu Dhabi Waste Management Company (Tadweer) Public Joint Stock Company We, Mohamed bin Zayed Al Nahyan, Ruler of Abu Dhabi, Having reviewed: • Law No. (1) of 1974 concerning the reorganisation of the Governmental body in the Emirate of Abu Dhabi and its amendments; • Law No. (2) of 1971 concerning the National Advisory Council, and its amendments; • Law No. (16) of 2005 concerning the reorganisation of the Environment Agency - Abu Dhabi, and its amendments; • Law No. (21) of 2005 concerning waste management in the Emirate of Abu Dhabi; • Law No. (17) of 2008 concerning the establishment of Abu Dhabi Waste Management Centre ; • Law No. (2) of 2012 concerning the maintenance of the General Appearance, Health and Public Tranquillity of the Emirate of Abu Dhabi, and its amendments; • Law No. (1) of 2017 concerning the Financial System of Abu Dhabi Government, and its amendments; • Law No. (2) of 2018 concerning the establishment of Abu Dhabi Development Holding Company “Public Joint Stock Company”; • Law No. (3) of 2019 concerning Abu Dhabi Energy Company Corporation ; • Law No. (30) of 2019 concerning the establishment of the Department of Municipalities and Transport; • Federal Law No. (24) of 1999 concerning the protection and development of the Environment, and its amendments; • Federal Law no. (12) of 2018 concerning the Integrated Waste Management; • Federal Law by Decree No. (32) of 2021 concerning Commercial Companies; and • Based on what was proposed to and approved by the Executive Council, Issued the following Law: 5 Article (1) Definitions In the implementation of the provisions of this Law, the following words and phrases shall have the meanings corresponding thereto unless the context requires otherwise: State : The United Arab Emirates. Emirate : The Emirate of Abu Dhabi. Executive Council : The Executive Council of the Emirate. Competent Authority : The Environment Agency - Abu Dhabi. The Abu Dhabi Waste Management Company Company : (Tadweer) “Public Joint Stock Company”. Board of Directors : The Board of Directors of the Company. Centre : Abu Dhabi Waste Management Centre. The segregation, collection, transportation, storage, Waste Management : reuse or recycling, treatment and disposal of waste, including landfill aftercare. All types of hazardous and non-hazardous waste or Waste : waste that are being disposed of or required to be disposed of. Environmental Service : The entities working in the field of waste management. Professionals: Article (2) Establishment of the Company • A company shall be established pursuant to the provisions of this Law called “Abu Dhabi Waste Management Company”, a Public Joint Stock Company, and is called “Tadweer” for short. • The Company shall have an independent legal personality as well as a 6 financial and administrative independence, and enjoys full legal capacity to act. • The name of the company, its abbreviation, and its legal form may be changed in accordance with the procedures specified by its articles of association. Article (3) Main Office of the Company The main office of the Company shall be located in Abu Dhabi City. The Board of Directors may establish branches, offices and agencies inside or outside the State. Article (4) Capital of the Company • The issued capital of the Company was specified at AED Two Hundred Fifty million Dirhams (250,000,000) divided into Two Hundred Fifty million shares (250,000,000). The nominal value of the share is one Dirham. • All the Company’s shares, upon its establishment, shall be wholly owned by Abu Dhabi Energy Company Corporation. • The Company’s capital may be increased or decreased as determined by its Articles of Association. • The Company’s Articles of Association shall specify the rules for acquiring the Company’s shares, disposing thereof and offering them for private and public subscription. Article (5) Objectives of the Company The objective of the Company shall be Waste Management, and for this purpose it may assume the following: 1. Lay down the necessary plans to modernize and develop the Waste Management process and implement them in coordination with the Competent Authority. 2. Owning, developing, designing, implementing, building, financing, 7 operating, managing, maintaining, rehabilitating, assigning, acquiring, expanding, mortgaging, renting, leasing, contributing and investing in all commercial, industrial, real estate, transportation, logistics and infrastructure projects related to Waste Management. 3. Preparing the terms of bids for the provision of Waste Management services and awarding them to Environmental Services Professionals and concluding relevant contracts therewith. 4. Establishing companies or contributing in them. 5. Entering into partnerships related to Waste Management inside or outside the State. 6. Establishing a joint database of generated waste and preparing and developing an electronic system for tracking waste from the source to landfill or treatment sites, in coordination with the Competent Authority and the concerned entities. 7. Developing and implementing Waste Management awareness programmes in coordination with the Competent Authority and concerned entities. 8. Studying the needs of the Emirate in the field of Waste Management, and preparing its economic feasibility studies, in the light of the legislations applicable in the Emirate, in coordination with the Competent Authority. 9. Registering Environmental Service Professionals wishing to practice Waste Management business in the Emirate, after being licensed by the Competent Authority. 10. Any other objectives stated in the Company’s Articles of Association or decided by the Shareholders of the Company. Article (6) Waste Management • The Company shall conduct Waste Management exclusively in the Emirate, unless the Executive Council decides otherwise. The Company 8 shall undertake business and activities related to Waste Management by itself, through one of its subsidiaries, or through any of the Environmental Service Professionals contracting therewith. • As an exception from the previous paragraph of this article, establishments wishing to set up a unit to treat waste generated from their activities, provided that the Competent Authority coordinates with the Company to study such request and take the appropriate decision. Article (7) Board of Directors • The Company shall be managed by a Board of Directors, which is formed and whose competencies and powers are defined in accordance with the Company’s articles of association. • The first Board of Directors shall be formed by a decision of Abu Dhabi Energy Company Corporation . Article (8) Term of the Company The term of the Company is ninety-nine (99) Gregorian years, starting from the date of its registration in the Commercial Register, to be renewed automatically for a similar period according to the provisions of the Company's Articles of Association. Article (9) Company’s Financial Resources The Company's financial resources shall be composed of: 1. The income earned from carrying out its activities and investing its funds. 2. Any other resources approved by the Board of Directors. 9 Article (10) Auditor The Company shall have one or more certified auditors, and the articles of association of the Company shall specify the manner of their appointment and determine their fees. Article (11) Fiscal Year The fiscal year of the Company shall begin from the first of January and end on December 31st each year, with the exception of the first fiscal year which shall begin from the date of registration of the Company in the Commercial Register and end on December 31st of the following year. Article (12) Abolition of the Centre • The Centre shall be abolished, and the Company shall replace it in all rights, obligations and all agreements and contracts related to Waste Management, concluded between the Centre and third parties, and all assets, facilities and utilities related to Waste Management owned by the Centre, including factories, landfills, treatment plants, real estates and movables, shall devolve to it. • The Department of Municipalities and Transport shall replace the Centre in all rights, obligations and all agreements and contracts concluded for matters that are not related to Waste Management. A decision shall be issued by the Department of Municipalities and Transport, in coordination with Abu Dhabi Development Holding Company, to specify the assets, facilities and their utilities to be transferred to the Department. • The employees of the Centre whose work and tasks are related to Waste Management shall be transferred to the Company, and other employees shall be transferred to governmental entities in coordination with the concerned entities, in accordance with the applicable legislations. 10 Article (13) Final Provisions All contracts, approvals, permits or licences issued to any Environmental Service Professionals shall remain effective. Article (14) Repeal • The aforesaid Law No. (17) of 2008 shall be repealed. • Any provision contrary to the provisions of this Law shall be repealed. Article (15) Enforcement and Publication This Law shall be effective from the date of its issuance and published in the Official Gazette. Mohamed bin Zayed Al Nahyan Ruler of Abu Dhabi Issued by us in Abu Dhabi On: 7 December 2022 Corresponding to: 13 Jumada Al-Awwal 1444 Hijri 11 Law No. (14) of 2022 Concerning the Establishment of ADNOC Gas Operations and Marketing Company “Limited Liability Company” We, Mohamed bin Zayed Al Nahyan, Ruler of Abu Dhabi, Having reviewed: • Law No. (1) of 1974 concerning the reorganisation of the Governmental body in the Emirate of Abu Dhabi and its amendments; • Law No. (2) of 1971 concerning the National Advisory Council, and its amendments; • Law No. (4) of 1976 concerning the Gas Ownership by the Emirate of Abu Dhabi, and its amendments; • Law No. (8) of 1978 concerning the Preservation of the Petroleum Resources; • Law No. (24) of 2020 concerning the Supreme Council for Financial and Economic Affairs; • Law No. (17) of 2021 concerning the reorganisation of Abu Dhabi National Oil Company (ADNOC), “Public Joint Stock Company.”; • Federal Law by Decree No. (32) of 2021 concerning Commercial Companies; and • Based on what was proposed to and approved by the Executive Council, Issued the following Law: Article (1) In the implementation of the provisions of this Law, the following words and phrases shall have the meanings corresponding thereto unless the context requires otherwise: State : The United Arab Emirates. The Supreme Council for Financial and Economic Supreme Council : Affairs. 12 Abu Dhabi National Oil Company (ADNOC), “Public ADNOC : Joint Stock Company” ADNOC Gas Operations and Marketing Company Company : "Limited Liability Company". Board of Directors : The Board of Directors of the Company. Natural and industrial gases, gas compounds and products derived therefrom, including the definition Gas : of gas contained in the aforesaid Law No. (4) of 1976. Article (2) • A company shall be established pursuant to the provisions of this Law called “ADNOC Gas Operations and Marketing Company”, a Limited Liability Company, enjoying an independent legal personality and full legal capacity to carry out its activities and achieve its objectives. • The Company may use an abbreviated name as determined by the Board of Directors. • The name of the company and its abbreviation may be changed in accordance with the procedures specified by its articles of association. Article (3) The main office of the Company shall be located in Abu Dhabi City. The Board of Directors may establish branches, offices and agencies inside or outside the State. Article (4) • The Company's capital has been set at AED one million (1,000,000), divided into (100) hundred shares, all of which are owned by ADNOC. • The nominal value of the share is AED (10,000) ten thousand Dirhams and shall be indivisible. • The Company’s capital may be increased or decreased as determined by its articles of association. 13 Article (5) • The objectives of the Company shall be the use and exploitation of Gas as well as the management and operation of Gas assets. • The Company - in order to achieve its objectives - shall undertake the following operations and activities inside and outside the State, whether by itself or through any of its subsidiaries: 1. Operating, owning and maintaining Gas production, liquefaction and processing plants, as well as transportation, shipping, storage and distribution networks, infrastructure and other activities related to its objectives. 2. Gas processing, manufacturing, supply, transportation, handling, storage, shipping, marketing and distribution. 3. Concluding agreements and memoranda of understanding with relevant companies to achieve its objectives. 4. Carrying out all business and activities stipulated in its articles of association or which the Supreme Council deems necessary in order to enable the Company or any of its subsidiaries to achieve its objectives. Article (6) The Company may develop policies and regulations related to the technical and commercial aspects of Gas transmission and distribution to customers, including but not limited to issues related to price, detailed design, technical specifications, quality, safety standards and emergency response in coordination with the concerned entities. Article (7) The Company shall be managed in accordance with the Company's articles of association as approved by the sharholders. Article (8) The Company shall be managed by a Board of Directors, which is formed and whose competencies are defined in accordance with the Company’s articles of association. 14 Article (9) 1. ADNOC may transfer all or part of its shares in the Company to another company that is wholly owned (directly or indirectly) thereby or by the Government of Abu Dhabi. 2. ADNOC may - after obtaining the approval of the Supreme Council - transfer all or part of its shares in the Company to a company in which ADNOC or the Government of Abu Dhabi owns (directly or indirectly) the majority of the shares. 3. ADNOC may transfer some of its shares in the Company to third parties, provided that the majority of the shares remain owned by ADNOC. 4. With the exception of ADNOC, no shareholder may assign any of his shares in the Company except after obtaining the approval of the Supreme Council. Article (10) The liability of a shareholder shall be limited to the extent of his contribution to the Company's capital. Article (11) The workers in any of the subsidiaries of ADNOC shall be transferred to the Company or any other subsidiary by a decision of the Board of Directors of the Company, after obtaining the approval of the boards of directors of those companies, without prejudice to their financial and pension rights. Article (12) The net profits (if any) shall be distributed in accordance with the Company's articles of association. Article (13) The Company may borrow and grant guarantees in accordance with its articles of association. 15 Article (14) The Company shall appoint one or more certified auditors, and the articles of association of the Company shall specify the manner of their appointment and determine their fees. Article (15) The term of the Company shall be (100) Gregorian years starting from the date of its establishment and shall be renewed automatically unless the shareholders issue a decision to dissolve it before the expiry of the said term. Article (16) The fiscal year of the Company shall begin from the first of January and end on December 31st each year, with the exception of the first fiscal year which shall begin from the date of registration of the Company in the Commercial Register and end on December 31st of the following year. Article (17) Any provision contrary to the provisions of this Law shall be repealed. Article (18) This Law shall be effective from the date of its issuance and published in the Official Gazette. Mohamed bin Zayed Al Nahyan Ruler of Abu Dhabi Issued by us in Abu Dhabi On: 12 December 2022 Corresponding to: 18 Jumada Al-Awwal 1444 Hijri 16 Law No. (15) of 2022 Concerning the Establishment of ADNOC Gas Facilities Company “Limited Liability Company” We, Mohamed bin Zayed Al Nahyan, Ruler of Abu Dhabi, Having reviewed: • Law No. (1) of 1974 concerning the reorganisation of the Governmental body in the Emirate of Abu Dhabi and its amendments; • Law No. (2) of 1971 concerning the National Advisory Council, and its amendments; • Law No. (4) of 1976 concerning the Gas Ownership by the Emirate of Abu Dhabi, and its amendments; • Law No. (2) of 1977 concerning the establishment of Abu Dhabi Gas Liquefaction Company Limited; • Law No. (8) of 1978 concerning the Preservation of the Petroleum Resources; • Law No. (11) of 1978 concerning the establishment of Abu Dhabi Gas Industries Company Limited; • Law No. (24) of 2007 concerning the establishment of ADNOC Linde Industrial Gases Company Limited (Elixier); • Law No. (24) of 2020 concerning the Supreme Council for Financial and Economic Affairs; • Law No. (17) of 2021 concerning the reorganisation of Abu Dhabi National Oil Company (ADNOC), a “Public Joint Stock Company”; • Federal Law by Decree No. (32) of 2021 concerning Commercial Companies; and • Based on what was proposed to and approved by the Executive Council, Issued the following Law: Article (1) In the implementation of the provisions of this Law, the following words and phrases shall have the meanings corresponding thereto unless the context requires otherwise: 17 State : The United Arab Emirates. The Supreme Council for Financial and Economic Supreme Council : Affairs. Abu Dhabi National Oil Company (ADNOC), “Public ADNOC : Joint Stock Company” ADNOC Gas Operations and Marketing Company Company : "Limited Liability Company". Board of Directors : The Board of Directors of the Company. Natural and industrial gases, gas compounds and products derived therefrom, including the definition Gas : of gas contained in the aforesaid Law No. (4) of 1976. Article (2) • A company shall be established pursuant to the provisions of this Law called “ADNOC Gas Facilities Company”, a Limited Liability Company, enjoying an independent legal personality and full legal capacity to carry out its activities and achieve its objectives. • The Company may use an abbreviated name as determined by the Board of Directors. • The name of the company and its abbreviation may be changed in accordance with the procedures specified by its articles of association. Article (3) The main office of the Company shall be located in Abu Dhabi City. The Board of Directors may establish branches, offices and agencies inside or outside the State. Article (4) • The Company's capital has been set at AED one million (1,000,000), divided into (100) hundred shares, all of which are owned by ADNOC. 18 • The nominal value of the share is AED (10,000) ten thousand Dirhams and shall be indivisible. • The Company’s capital may be increased or decreased as determined by its articles of association. Article (5) • The objectives of the Company shall be the processing, use and exploitation of gas. • The Company - in order to achieve its objectives - shall undertake the following operations and activities inside and outside the State, whether by itself or through any of its subsidiaries: 1. Purchasing, importing, processing, manufacturing, supplying, transporting, storing, marketing, distributing and exporting gas. 2. Purchasing, owning and maintaining Gas production, liquefaction and processing plants, as well as transportation, shipping, storage and distribution networks, infrastructure and any Gas facilities, including any other activities, related to its objectives. 3. Acquiring, owning or investing in any company related to its objectives inside or outside the State. 4. Carrying out all business and activities stipulated in its articles of association or which the Supreme Council deems necessary in order to enable the Company or any of its subsidiaries to achieve its objectives. Article (6) The Company shall be managed in accordance with its articles of association as approved by the shareholders. Article (7) The Company shall be managed by a Board of Directors, which is formed and whose competencies are defined in accordance with the Company’s articles of association. 19 Article (8) 1. ADNOC may transfer all or part of its shares in the Company to another company that is wholly owned (directly or indirectly) thereby or by the Government of Abu Dhabi. 2. ADNOC may - after obtaining the approval of the Supreme Council - transfer all or part of its shares in the Company to a company in which ADNOC or the Government of Abu Dhabi owns (directly or indirectly) the majority of the shares. 3. ADNOC may transfer some of its shares in the Company to third parties, provided that the majority of the shares remain owned by ADNOC. 4. With the exception of ADNOC, no shareholder may assign any of his shares in the Company except after obtaining the approval of the Supreme Council. Article (9) The liability of a shareholder shall be limited to the extent of his contribution to the Company's capital. Article (10) The net profits (if any) shall be distributed in accordance with the Company's articles of association. Article (11) The Company may borrow and grant guarantees in accordance with its articles of association. Article (12) The Company shall appoint one or more certified auditors, and the articles of association of the Company shall specify the manner of their appointment and determine their fees. 20 Article (13) The term of the Company shall be (100) Gregorian years starting from the date of its establishment and shall be renewed automatically unless the shareholders issue a decision to dissolve it before the expiry of the said term. Article (14) The fiscal year of the Company shall begin from the first of January and end on December 31st each year, with the exception of the first fiscal year which shall begin from the date of registration of the Company in the Commercial Register and end on December 31st of the following year. Article (15) Any provision contrary to the provisions of this Law shall be repealed. Article (16) This Law shall be effective from the date of its issuance and published in the Official Gazette. Mohamed bin Zayed Al Nahyan Ruler of Abu Dhabi Issued by us in Abu Dhabi On: 12 December 2022 Corresponding to: 18 Jumada Al-Awwal 1444 Hijri 21 Decrees 23 seerceD Amiri Decree No. (8) of 2022 concerning the Transfer of some Clubs and Entities in the Emirate of Abu Dhabi to Abu Dhabi Equestrian Club We, Mohamed bin Zayed Al Nahyan, Ruler of Abu Dhabi, Having reviewed: • Law No. (1) of 1974 concerning the reorganisation of the Governmental body in the Emirate of Abu Dhabi and its amendments; • Amiri Decree No. (7) of 2022 concerning Abu Dhabi Equestrian Club; • Executive Council Resolution No. (111) of 2021 concerning the Emirates Heritage Club; • Abu Dhabi Sports Council Resolution No. (15) of 2021 concerning the merging of Al Ain Equestrian, Shooting and Golf Club and Al Ain Amateur Club into one entity called “Al Ain Equestrian and Shooting Club”; • Abu Dhabi Sports Council Resolution No. (27) of 2021 concerning the formation of the Board of Directors of Al Ain Equestrian and Shooting Club; • President of Abu Dhabi Equestrian Club Resolution No. (23) of 2005 concerning the establishment of the Emirates International Endurance Village; and • Based on what was proposed to and approved by the Executive Council, Issued the following Decree: Article (1) The following clubs and entities shall be transferred to Abu Dhabi Equestrian Club: 1. Boudheib Stables and Village in Abu Dhabi. 2. Emirates International Endurance Village. 3. Al Ain Equestrian and Shooting Club. 25 Article (2) The President of Abu Dhabi Equestrian Club may issue the necessary decisions to form boards of directors to manage the clubs and the entities stipulated in Article (1) of this Decree and supervise their affairs. A single board of directors may be formed to manage their affairs. The decision shall indicate the competencies and powers of the board of directors as well as the remuneration of its members. Article (3) The President of Abu Dhabi Equestrian Club may issue all administrative and financial regulations, rules, and policies related to the affairs of the entities stipulated in Article 1 of this Decree. Article (4) Executive Council Resolution No. (111) of 2021 concerning the Emirates Heritage Club shall be repealed, as well as any provision in any other decree or resolution, all to the extent that it is contrary to the provisions of this Decree. Article (5) This Decree shall be effective from the date of its issuance, to be implemented by the concerned entities, and published in the Official Gazette. Mohamed bin Zayed Al Nahyan Ruler of Abu Dhabi Issued by us in Abu Dhabi On: 12 December 2022 Corresponding to: 18 Jumada Al-Awwal 1444 Hijri 26 Executive Council Resolutions 27 snoituloseR licnuoC evitucexE Executive Council Resolution No. (190) of 2022 concerning the appointment of the Director-General of Zayed bin Sultan Al Nahyan Charitable & Humanitarian Foundation The Executive Council has decided the following: His Excellency Dr. Mohammed Ateeq Sultan Al Fallahi shall be appointed as the Director-General of Zayed bin Sultan Al Nahyan Charitable & Humanitarian Foundation. Saif Saeed Ghobash Secretary-General Issuance date: 28 December 2022 Corresponding to: 04 Jumada Al Akher 1444 Hijri 29 Circulars 31 sralucriC Date: 12/12 /2022 Circular No. (7) of 2022 concerning Conducting and Organising Statistical Work in the Emirate of Abu Dhabi To all governmental entities and companies in the Emirate of Abu Dhabi Peace and Allah’s mercy and blessings be upon you, We are pleased to greet you and express our sincere gratitude for your continuous cooperation to realise public interest. Within the framework of the keenness of the government of Abu Dhabi to conduct a census based on the records and to organise and develop the databases at the governmental entities and companies in order to serve the statistical work in the Emirate, and in implementation of the provisions of Law No. (5) of 2021 concerning the re-organisation of the Statistics Centre - Abu Dhabi, and based on the approval of the Executive Committee, we urge you to adhere to the following: • Providing the necessary support to the Statistics Centre - Abu Dhabi so that it can carry out its competencies stipulated in the aforesaid Law. • Providing the Centre with all the data necessary to conduct registry census and enabling it to organise the statistical work in the Emirate. We value your efforts and thank you for your cooperation For your necessary action May Allah guide you Abu Dhabi Executive Office For further enquiry, please contact the Population Statistics at the Statistics Centre - Abu Dhabi on phone number: 028100321 or by e-mail: ADCensus@scad.gov.ae. 33 United Arab Emirates The Emirate Of Abu Dhabi Issued By The Gereral Secretariat of The Executive Council of The Emirate Of Abu Dhabi Office of Legal Affairs Abu Dhabi - P.O. Box: 19 Tel: +971 26688446 Fax: +971 26669981