Bill 477.

Summary.

The bill amends Article 1 of Law 76 of 2010 to add provisions on transparency, governance and the use of revenue from toll roads and highways administered by the National Highway Company (Empresa Nacional de Autopistas, S.A., ENA). It retains ENA’s incorporation as a corporation governed by the Corporations Law (Ley de Sociedades Anónimas), the applicable provisions of the Commercial Code (Código de Comercio), and the limitations in that law and its regulations. Under Article 159 of the Political Constitution (Constitución Política), it authorizes the Executive Branch (Órgano Ejecutivo) to issue ENA’s articles of incorporation and bylaws through a resolution of the Cabinet Council (Consejo de Gabinete). It reserves the name Empresa Nacional de Autopistas, S.A. for the company incorporated by the State and prohibits another corporation from registering or using it.

The proposed Article 4-A requires amendments, changes and decisions relating to ENA’s concession contracts or its management to be published on its official website and in the Official Gazette within fifteen (15) working days after approval. Financial models, traffic forecasts, toll schedules, and the technical and economic grounds for refinancing, extensions or contractual changes must be published within the same period. For each renewal, extension or amendment, the proposed Article 4-B requires an independent technical and financial assessment by an academic institution or consultant registered with the Comptroller General’s Office (Contraloría General de la República); a prior public hearing convened by that office and the Ministry of Public Works (Ministerio de Obras Públicas); and a cost-benefit analysis covering users and State finances. The analysis must project the year and conditions under which ENA’s total debt would be repaid, stating the previous outstanding balance and projected debt. A Cabinet Council resolution and full publication of the supporting reports on official digital channels are also required.

The amendment to Article 21 recognizes ENA’s financial autonomy and separate assets. It allows ENA to hold and deposit funds in private or public banks, administer them separately, and establish special reinvestment funds, subject to oversight by the Comptroller General’s Office. Annual investment, acquisition, expansion, operating and maintenance programs require approval by the Board of Directors (Junta Directiva) and inclusion in ENA’s budget. Proposed Article 21-A directs toll revenue, in order, to operation and maintenance, debt service and financial obligations, road expansion and improvement, and a gradual toll reduction fund tied to contractual financial targets and Article 25. Article 22-A requires ENA to submit semiannual reports to the Ministry of Economy and Finance (Ministerio de Economía y Finanzas), the Comptroller General’s Office and the National Assembly (Asamblea Nacional) on traffic, collections, costs, debt service and investments.

Article 25-A limits toll exemptions on the North and South Corridors to official vehicles of State entities performing operational, urgent or immediate-response duties involving security, emergencies or disasters, as authorized by Cabinet Council resolution. It excludes vehicles assigned to or used by directors, deputy directors, administrative managers and administrative staff. Beneficiary entities must record the date, service purpose, route, vehicle model and driver, and submit an annual report to ENA and the Comptroller General’s Office. The bill concerns these public bodies, the Ministry of Public Works, the Ministry of Economy and Finance, participating consultants and academic institutions, and toll road users.