5 29. 30. 31. 32. INFRASTRUCTURE DEVELOPMENT BANK OF ZIMBABWE ACT Information to be furnished to the Minister and Parliament. Application of Companies Act. Use of name by bank. Winding up of Bank. SCHEDULE: Powers of Bank. AN ACT to provide for the establishment, constitution, duties and powers of a Zimbabwe Development Bank to assist in and promote the economic development of Zimbabwe; and to provide for matters incidental to or connected with the foregoing. [Date of commencement: 1st May, 1984.] one twelfth of the Bank’s issued share capital, where the Board consists of twelve directors; or (b) one-thirteenth of the Bank’s issued share capital, where the Board consists of thirteen directors; or (c) one-fourteenth of the Bank’s issued share capital, where the Board consists of fourteen directors; or (d) one-fifteenth of the Bank’s issued share capital, where the Board consists of fifteen directors; shall not be entitled to appoint or vote in the appointment of a director: Provided that two or more institutional shareholders may agree that their shareholdings are to be regarded as aggregated together for the purposes of this section.8 (4) When appointing directors, the Minister and the institutional shareholders shall ensure that at any time a majority of the directors are non-executive directors.9 (4a) The Minister shall appoint directors for their knowledge of or experience in socio-economic development, development finance, business, banking or administration or for their professional qualifications, and in making any such appointment he shall consult the President and act in accordance with any directions the President may give him. 10 (5) The appointment of a director who— (a) has been appointed by the Minister, may at any time be revoked by the Minister; (b) has been appointed by the institutional shareholders, may at any time be revoked by the institutional shareholders. (6) A director may at any time resign his office by giving not less than two months’ written notice to the Board which shall immediately after receipt thereof submit a true copy of the notice to the Minister. (7) No person shall be appointed to or continue to hold office on the Board— (a) if he has in terms of a law in force in any country— (i) been adjudged or otherwise declared insolvent or bankrupt and has not been rehabilitated or discharged; or (ii) made an assignment to, or arrangement or composition with, his creditors which has not been rescinded or set aside; (b) if under the law of any country— (i) he has been convicted of an offence involving fraud or dishonesty; or (ii) he has been convicted of any offence and sentenced to a term of imprisonment exceeding six months, imposed otherwise than as an alternative to or in default of payment of a fine, and has not received a free pardon; or (iii) a competent court has removed him from an office of trust on account of misconduct.11 (8) A director shall cease to hold office if he is absent from three consecutive meetings of the Board, of which he has had not less than the period of notice prescribed by PART I PRELIMINARY (a) 1 Short title This Act may be cited as the Infrastructure Development Bank of Zimbabwe Act [Chapter 24:14].2 2 Interpretation In this Act— “Bank” means the Infrastructure Development Bank of Zimbabwe referred to in section three;3 “Board” means the board of directors referred to in section four; "chief executive officer" means the chief executive officer of the Bank appointed in terms of section eight;4 “director” means a director of the Bank; “institutional shareholders” means such national or international institutions or corporations as may be authorized by the Minister to be shareholders; “Minister” means the Minister of Finance or any other Minister to whom the President may, from time to time, assign the administration of this Act. PART II ESTABLISHMENT AND ADMINISTRATION OF THE BANK 3 Establishment There is hereby established the Infrastructure Development Bank of Zimbabwe which shall be a body corporate and which shall be capable of suing and being sued and, subject to this Act, of doing or performing all such acts or things as a body corporate may by law do or perform. 5 4 Board of directors (1) There shall be a board of directors of the Bank which shall, subject to any policy directions that may be given to it by the Minister in terms of section nine A, be responsible for the policy and administration of the affairs and business of the Bank.6 (2) The Board shall consist of not fewer than twelve and not more than fifteen directors, as may be determined from time to time by the shareholders, who shall be7 appointed, subject to this Act, by the Minister and the institutional shareholders in the following proportions— (a) the Minister shall be entitled to appoint the same proportion of the total number of directors as the number of the Bank’s shares held by the State bears to the Bank’s total issued share capital; and (b) the institutional shareholders shall be entitled to appoint the remaining directors in proportion to their holdings of the Bank’s shares. (3) For the purposes of determining the directors to be appointed by institutional shareholders, any such shareholder who holds less than— [Chapter 24:14] 2 24 March, 2006