INFRASTRUCTURE DEVELOPMENT BANK OF ZIMBABWE ACT (5) The Bank’s auditor shall comply with his or her obligations under subsections (3) and (4) notwithstanding any duty of confidentiality to the contrary, and he or she shall not be held liable in any proceedings arising out of his or her compliance with any such obligation unless it is proved that he or she acted in bad faith. (6) The Bank’s auditor shall— (a) have a right of access at all reasonable times to such of the Bank’s books, accounts, vouchers and securities; and (b) be entitled to require such information and explanations from any director, officer, employee or agent of the Bank; as the auditor considers are needed to perform his or her duties as an auditor. (7) Any person who fails without just cause— (a) to permit an auditor the access referred to in paragraph (a) of subsection (6); or (b) to comply with a requirement in terms of paragraph (b) of subsection (6); shall be guilty of an offence and liable to a fine not exceeding level four or to imprisonment for a period not exceeding three months or to both such fine and such imprisonment. (b) (c) (d) (e) (f) (g) the regulation of the proceedings of the Board; subject to section four, the appointment of directors by the institutional shareholders, including the calculation of their respective shareholdings for the purposes of such appointment; the appointment of alternate directors; the sanctions to be imposed on shareholders who fail to pay calls on their shares; the regulation of the proceedings of meetings of shareholders; all such other matters relating to the internal actions or proceedings of the Bank and the relations betweenthe shareholders of the Bank, as may, in the opinion of the shareholders, be necessary or convenient for those purposes. 29 Information to be furnished to the Minister and Parliament (1) As soon as practicable after the meeting of shareholders at which the balance sheet and accounts of the Bank are submitted has been held, the Board shall transmit to the Minister in respect of its last preceding financial year copies of— (a) a balance sheet and profit and loss account showing separately the financial details in connection with any development undertaking established and conducted by the Bank and duly signed by the auditor of the Bank; (b) the report, if any, of the Board submitted at the said meeting or, if no such report was submitted, a full report on the operations of the Bank, during the said financial year. (2) The Minister shall lay copies of all such balance sheets, accounts and reports before Parliament on one of the fourteen days on which Parliament next sits after their receipt by him. (3) {Repealed] 35 (4) The Board shall submit to the Minister statements pertaining to the liquidity position of the Bank as soon as possible at the end of each calendar month, but in any case within 21 days after the end of each month. 26 Annual report (1) The Board shall, not later than six months after the end of each financial year, submit to each shareholder a report of its operations, including the annual statement of its accounts for that year certified by the auditor. (2) The Minister shall, not later than nine months after the end of the Bank's financial year, cause the annual statement of accounts and the report referred to in subsection (1) to be laid before Parliament, and shall cause the annual statement of accounts to be published in the Gazette. 27 Appropriation of profits (1) The Bank may, in general meeting, declare dividends which dividends shall not exceed the amount recommended by the Board. (2) From time to time interim dividends may be paid to the shareholders if the Board considers such dividends are justified by the profits of the Bank. (3) No dividend shall be paid otherwise than out of profits. (4) The Board may, before recommending any dividend, set aside out of the profits of the Bank such sums as it thinks proper as a reserve or reserves which shall at the discretion of the Board be applicable for any purposes to which the profits of the Bank may be properly applied and, pending such application, may at the discretion of the Board either be employed in the business of the Bank or be invested in such development-orientated enterprises as the Board may from time to time think fit. 30 Application of Companies Act (1) The Minister, after consultation with the Board,36 may, by statutory instrument, apply to the Bank any provision of the Companies Act [Chapter 24:03] or any amendment thereof which is not inconsistent with this Act, with such modifications as he may think fit, and may withdraw or amend any such notice. (2) Subject to subsection (1), the Companies Act [Chapter 24:03] or any other law relating to companies, shall not apply to the Bank. 31 Use of name by bank (1) No association or company shall be registered under the Companies Act [Chapter 24:03] by a name, and no person shall, for the purposes of business, use any name which— (a) includes in conjunction with the word “bank” or “banking” any of the words “infrastructure”, “development”, “Zimbabwe” or “Zimbabwean”; or (b) in the opinion of the Registrar of Companies, so nearly resembles the name of the Bank as to be likely to deceive; unless the Minister has in writing permitted the association or company to use that name. 37 PART VI GENERAL 28 Shareholders regulations (1) The shareholders may by resolution at a meeting of shareholders, make regulations providing for all matters which by this Act are required or permitted to be prescribed or which in their opinion are necessary or convenient to be provided for in order to carry out or to give effect to the provisions of the Act. (2) Regulations made in terms of subsection (1) may provide for— (a) the management and operation of the Bank; 24 March, 2006 . 7 [Chapter 24:14]