Establishing the Salik Company PJSC[1]
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We, Mohammed bin
Rashid Al Maktoum, Ruler of Dubai,
After perusal of:
Federal Law No. (7)
of 1999 Issuing the Pensions and Social Security Law and its amendments;
Federal Law by
Decree No. (32) of 2021 Concerning Commercial Companies;
Federal Law by
Decree No. (33) of 2021 Regulating Labour Relations;
Law No. (5) of 1995
Establishing the Department of Finance;
Law No. (3) of 2003
Establishing the Executive Council of the Emirate of Dubai;
Law No. (17) of 2005
Establishing the Roads and Transport Authority and its amendments;
Law No. (22) of 2006
Concerning the Traffic Toll in the Emirate of Dubai, its amendments, and its
Implementing Bylaw;
Law No. (1) of 2016
Concerning the Financial Regulations of the Government of Dubai and its
Implementing Bylaw;
Law No. (8) of 2016
Regulating the Grant of Law Enforcement Capacity in the Government of Dubai and
its Implementing Bylaw;
Law No. (8) of 2018
Concerning Management of the Government of Dubai Human Resources;
Resolution No. (3)
of 2022 Concerning Representation of the Government of Dubai in the Companies
it Owns;
Executive Council
Resolution No. (19) of 2010 Approving the Fees and Fines Prescribed by the
Traffic Toll Law in the Emirate of Dubai; and ^
Administrative
Resolution No. (313) of 2020 Prescribing the Requirements and Procedures for
Exempting Vehicles and Categories from Payment of the Traffic Toll (Salik),
Do hereby issue this
Law.
The following words and expressions, wherever mentioned in this
Law, will have the meaning indicated opposite each of them unless the context
implies otherwise:
|
Emirate: |
The Emirate of Dubai. |
|
Government: |
The Government of Dubai. |
|
Executive Council: |
The Executive Council of the Emirate of
Dubai. |
|
Law: |
Law No. (22) of 2006 Concerning the Traffic
Toll in the Emirate of Dubai. |
|
RTA: |
The Roads and Transport Authority. |
|
Director General: |
The director general and chairman of
the Board of Executive Directors of the RTA. |
|
Company: |
The Salik Company PJSC, a public joint-stock company established
pursuant this Law.
|
|
Articles of Association: |
The articles of association of the Company. |
|
Board of Directors: |
The board of directors of the Company. |
|
CEO: |
The chief executive officer of the Company. |
|
Traffic Toll System: |
A system for collecting the Traffic
Toll prescribed by the Law and the resolutions issued in pursuance thereof
from road users upon passing through a Traffic Toll Gate. |
|
Traffic Toll Gate: |
The locations where special technical
equipment is installed to deduct the Traffic Toll prescribed by the Law and
the resolutions issued in pursuance thereof from the credit balance of the Traffic Toll Tag of any
Vehicle passing through this location without the need to stop the vehicle. |
|
Traffic Systems: |
A set of electronic and electric
devices that are linked, through a telecommunications network, to centralised
systems and servers; and that host specialised engineering programmes and
applications used to monitor, manage, and control traffic flow on the road
network. |
A public joint-stock company named the “Salik Company PJSC” is hereby established. The Company will have legal personality, financial and administrative
autonomy, and the legal capacity required to conduct its activities and achieve
its objectives, in accordance with this Law, the Articles of Association, and other legislation in force in the Emirate.
The head office of the Company will be located in the Emirate. Other branches and offices of the Company may be established within and outside of
the Emirate as determined by the Articles of Association.
a.
The RTA will, under a franchise agreement to be concluded between
the RTA and the
Company, outsource all or any of its Traffic Toll System operation and management functions under the
Law, the resolutions issued in pursuance thereof, and other legislation in
force in the Emirate, in a manner that
enables the Company to achieve the objectives for which it is established. The
franchise agreement will state its term and the rights and obligations of both parties.
b.
The RTA will, in coordination with the Department of Finance, determine the assets,
property, material and moral rights, privileges, obligations, guarantees, and
undertakings that the RTA have in respect of the Traffic Toll System and that will be transferred to the Company.
c.
The
aforementioned assets, property, rights, privileges, obligations, guarantees, and
undertakings will be transferred to, and registered
in the name of, the
Company or any company owned by or affiliated to it, in accordance with
the legislation in force in the Emirate. The concerned Government Entities
must, upon the request of the RTA, take the necessary action to complete the transfer and registration process.
d.
Notwithstanding the provisions of the Law, the Chairman of the
Executive Council may issue a resolution to remove or relocate any of the
approved Traffic Toll Gates or to add new Traffic Toll Gates in the Emirate, in
accordance with the outputs of the Traffic Toll Gate plan and location studies, conducted by the RTA in coordination with the Company, and with the traffic flow and the road user safety requirements in the Emirate.
a.
The issued and paid-up share capital of the Company will be specified in the Articles of Association.
b.
The share capital of the Company will be transferred from the Government account to the share
capital account of the
Company.
c.
All the shares of the Company will be wholly owned by the Government. The Executive Council may
determine the percentage of shares that may be transferred to other parties
through Public
Subscription or private subscription.
d.
The liability of the Company will be limited to its paid-up capital. The liability of
shareholders will be limited to the nominal value of the shares they own.
The term of the
Company is ninety-nine (99) years commencing from the date of its
registration on the commercial register in accordance with the legislation in
force in the Emirate. This term will be automatically renewed for the same
period in accordance with the provisions of the Articles of Association.
a.
The
Company will have the following objectives:
1. to operate, manage,
and develop the Traffic
Toll System
exclusively within the Emirate, and to implement the legislation governing
Traffic Toll, including the above-mentioned Executive Council Resolution No.
(19) of 2010, in accordance with the franchise agreement concluded with the
RTA;
2. to manage, develop,
and operate Traffic Systems, in accordance with the contracts concluded between
the Company and the entities in charge of these systems within and outside of the
Emirate;
3. to provide
consultancy services on Traffic Systems and Traffic Toll Systems;
4. to coordinate with
the RTA on conducting the studies related to Traffic Toll Gate plans and locations;
5. to invest in Traffic
Systems and Traffic
Toll Systems; and
6. to achieve any other
objectives determined by the Articles of Association.
b.
For the purpose of achieving the objectives mentioned in paragraph
(a) of this Article, the
Company may:
1. contract with others
to achieve its objectives;
2. establish
wholly-owned companies or hold shares in existing companies that are related to
its objectives within and outside of the Emirate;
3. acquire, own, rent,
and lease out land and other real property as required to achieve its
objectives;
4. invest and use its
property in any commercial, financial, service, or industrial fields;
5. borrow funds, with
or without security, in accordance with the legislation in force in the
Emirate;
6. grant usufruct rights or any other real right in respect of the assets and property owned by it to any other entity or company engaged in the field of Traffic Systems, including the Traffic Toll Systems; and
7. perform any other
work or activities related to the achievement of its objectives, as stipulated
in the Articles of Association.
a.
Without prejudice to the provisions of this Law and other
legislation in force in the Emirate, the Chairman of the Executive Council will
approve the Articles of Association. The Articles of Association must determine
all matters related to regulating the Company affairs, particularly the following:
1. the share capital of
the Company and the procedures
for increasing or reducing it;
2. the number of shares
constituting the share capital of the Company, and the nominal value of each share;
3. the procedures for
obtaining loans from banking and financial institutions;
4. the revenues of the Company;
5. the formation of the
general assembly of the
Company, and determination of its functions;
6. the budget and
Financial Year of the
Company;
7. the procedures for
distributing profits and losses;
8. the procedures for
establishing branches of the Company within or outside of the Emirate;
9. the formation of the
Board of Directors and its terms of reference;
10. the disposal of the Company assets and management of its property
and revenues;
11. the issuance and
types of shares, and the rules for ownership and trade of shares and their
related rights;
12. the issuance and
trade of bonds and sukuk;
13. the appointment of the Company auditors and determination of their
functions and obligations;
14. the Financial Year
of the Company; and
15. the dissolution and
liquidation of the
Company.
b.
The Chairman of the Executive Council will be authorised to amend
the Articles of Association of the Company, provided that it remains wholly owned by the Government. Where
the shares of the
Company are offered for subscription and acquired by subscribers, the
general assembly of the
Company will be authorised to amend the Articles of Association.
a.
Where the shares of the Company are offered for Public Subscription or private subscription, natural and legal persons may acquire
shares in the Company. Subscription will
be made in accordance with the legislation in force in the Emirate.
b.
Where the shares of the Company are offered for subscription, the Government must retain the
ownership of at least sixty percent (60%) of the share capital of the Company.
a.
The
Company will have a Board of Directors comprised of a chairman, a vice
chairman, and a number of members. The first Board of Directors will be formed
pursuant to a resolution of the Chairman of the Executive Council. Membership
of the Board of Directors will be for a term of three (3) years. The Articles
of Association will determine the method of formation and reconstitution, and
the term of membership, of subsequent Boards of Directors. The formation of
Boards of Directors must reflect ownership rights in the Company.
b.
The
Company will have a CEO, who will be appointed, and may be dismissed, by the Board of Directors. The CEO will
undertake direct supervision of the Company; perform his functions under this Law and the Articles of
Association; and exercise the duties and powers assigned or delegated to him by
the Board of Directors.
c.
The Board of Directors may assign any of its members as a managing
director to undertake direct supervision of the management of the Company, and to perform the duties of the CEO.
a.
The Board of Directors will undertake general supervision of the Company and management of its affairs. The Board of Directors will perform its
functions under this Law and the Articles of Association, and particularly will:
1. approve, and follow
up the implementation of, the strategic plans and policies of the Company;
2. supervise the
achievement by the
Company of its objectives;
3. issue the financial,
administrative, technical, and procurement bylaws of the Company and manage its assets;
4. approve the
organisational structure of the Company;
5. approve the
contracts and agreements concluded by the Company, including loan, financing, mortgage, settlement, and arbitration
agreements;
6. divide, assign,
transfer, amalgamate, merge, sell, and mortgage or pledge any of the property
or assets of the
Company, or the property or assets of any the companies it owns; or assign
or dispose of the same in any legal manner;
7. authorise the Company, and the companies owned by it, to perform
any investment, borrowing, or lending transactions; to provide guarantees and
security; or to issue bonds, sukuk, or any other debt instruments, in
accordance with the legislation in force in the Emirate;
8. acquire or merge
companies and establishments and determine the acquisition value;
9. form permanent and
temporary committees and work teams, and determine their duties and powers; and
10. perform any other
duties assigned to it pursuant to the legislation in force and the Articles of
Association, as required to
enable the Company to achieve its
objectives.
b.
Except for the powers vested in it under sub-paragraphs (a)(6),
(a)(7), and (a)(8) of this Article, the Board of Directors may delegate any of
its powers under paragraph (a) of this Article or under the Articles of
Association to its chairman, to any of its members, to any committees it forms,
or to the CEO, provided that such delegation is specific and in writing.
a.
Some
of the Employees working for the RTA on the effective date of this Law may be transferred to the Company without prejudice
to their existing rights. These Employees will be nominated pursuant to the relevant
resolution issued by the Director General. They will be governed by the above-mentioned
Law No. (8) of 2018 until the human resources regulations referred to in
paragraph (c) of this Article are issued.
b.
Upon
their transfer to the Company, the period of service of UAE National RTA
Employees preceding the effective date of this Law will be deemed uninterrupted
and will form part of their service with the Company. The Company will be deemed as a government sector
employer for the purpose of calculating the retirement pension benefits or
end-of-service gratuity of these Employees in accordance with the
above-mentioned Federal Law No. (7) of 1999.
c.
Subject to the legislation in force in the Emirate, the employees of the Company will be governed by the human resource regulations adopted by the
Board of Directors.
The financial resources of the Company will consist of:
1.
the Traffic Toll prescribed by the legislation in force in the
Emirate and the charges collected in return for the services provided by the Company;
2.
the fines prescribed for Traffic Toll System violations;
3.
returns on the investment of its property; its profits; and the
profits of the companies owned by it, affiliated to it, or in which it holds
shares; and
4.
any other financial resources approved by the Board of Directors.
The fees and fines collected pursuant to the above-mentioned
Executive Council Resolution No. (19) of 2010, or any superseding resolution,
will be paid to the
Company within the scope of the functions assigned to the Company under the franchise agreement concluded
with the RTA.
a.
The employees
of the Company nominated pursuant to a resolution of
the Director General will have the capacity of Law Enforcement Officers to
record the acts committed in breach of the provisions of the legislation that the Company is assigned to enforce. In this
capacity, they may issue the necessary violation reports; and, where necessary,
seek the assistance of police personnel.
b.
The law enforcement capacity, referred to in paragraph (a) of this
Article, will be granted in accordance with the provisions of the
above-mentioned Law No. (8) of 2016 and the resolutions issued in pursuance
thereof.
All Government Entities must, upon request, fully cooperate with the Company to enable it to achieve its objectives
and exercise its functions under this Law, the Articles of Association, and other legislation in force in the Emirate.
Without the need for any further action as a result of the
establishment of the
Company under this Law, courts of all types and levels will continue to
consider the claims and appeals pertaining to the Traffic Toll System to which the RTA is a party,
until these claims and appeals are determined by final definitive judgements.
Neither the Government nor the RTA will be held liable to third
parties for any debts or obligations arising from the conduct by the Company of its activities.
Any provision in any other legislation is hereby repealed to the
extent that it contradicts the provisions of this Law.
This Law comes into force
on the day on which it is issued, and will be published in the Official
Gazette.
Mohammed bin Rashid Al Maktoum
Ruler of Dubai
Issued in Dubai on 10 June 2022
Corresponding to 11 Thu al-Qidah 1443
A.H.
©2022 The Supreme
Legislation Committee in the Emirate of Dubai
[1]Every effort
has been made to produce an accurate and complete English version of this
legislation. However, for the purpose of its interpretation and application,
reference must be made to the original Arabic text. In case of conflict, the
Arabic text will prevail.