INFRASTRUCTURE DEVELOPMENT BANK OF ZIMBABWE ACT regulations made in terms of section twenty-eight for each such meeting, without leave of the Board. (9) Subject to subsection (7), a director who has resigned, retired or otherwise ceased to hold office shall be eligible for reappointment. (10) Where the appointment of a director is revoked in terms of subsection (5) or where he resigns or ceases to hold office in terms of subsection (6) or (8)— (a) the Minister, in the case of a director who was appointed by the Minister; or (b) the institutional shareholder concerned, in the case of a director who was appointed by an institutional shareholder; shall appoint a director to hold office for the remainder of the first-mentioned director’s terms of office. (11) Directors shall be appointed at a meeting of shareholder of the Bank and, unless they have earlier resigned or ceased to hold office, they shall hold office for a period of three years: Provided that, if on the expiry of his term of office a director has not been re-appointed and no other person has been appointed in his place, he shall continue in office for a period not exceeding six months pending his reappointment or the appointment of a successor. (12) The chairman of the Board shall be appointed by the Minister from among those directors who have been appointed to the Board by the Minister and who are non-executive directors.12 (13) Directors shall be paid from the funds of the Bank such remuneration and allowances as the Board with the approval of the Minister may determine. (14) The Minister shall, as soon as possible, give notice in the Gazette of the appointment or revocation or cessation of the appointment of a director, as the case may be. Board the financial or other assistance, if any, being provided by the Bank to him or any of his associates. (3) A director who is in any way, whether directly or indirectly. interested in any business or proposed business of the Bank shall at the meeting of the Board at which such business or proposed business is first taken into consideration disclose his interest. (4) If a director becomes interested, whether directly or indirectly, in any business or proposed business of the Bank after it has been taken into consideration by the Board, he shall declare his interest to the Board at the first meeting of the Board which takes place after his interest arises. (5) A general notice that a director is a member of any particular company or firm and is interested in all transactions by that company or firm shall not be sufficient disclosure for the purposes of this section and whenever any business or proposed business by the Bank with that company or firm is taken into consideration by the Board a declaration of interest in terms of this section shall be required. 6 Meetings of the Board (1) The Board may meet together for the dispatch of business and may adjourn and otherwise regulate its meetings in accordance with regulations made for that purpose in terms of section twenty-eight. (2) The quorum of the Board shall be prescribed by regulations made in terms of section twenty-eight. (3) Any matter arising for decision at any meeting of the Board shall be decided by such majority of the members present as may be prescribed by regulations made in terms of section twenty-eight. Committees of Board14 (1) For the better exercise of its functions, the Board may establish one or more committees in which it may vest such of its functions as it thinks fit: Provided that the vesting of a function in a committee shall not prevent the Board from itself exercising that function, and the Board may amend or rescind any decision of the committee in the exercise of that function. (2) Subject to section twenty-five A, the Board may appoint persons who are not directors to any of its committees. (3) The procedure of each committee shall be as fixed from time to time by the Board. (4) Subsections (7) to (9) of section four and section five shall apply, with any necessary changes, to members of committees as they apply to directors. 7 4A Responsibilities of Board Without derogation from subsection (1) of section four, the Board shall be responsible for— (a) formulating policies to ensure the efficient achievement of the Bank’s objectives; and (b) supervising all the activities engaged in by the Bank; and (c) ensuring that the Bank has adequate control systems to monitor and manage risk; and (d) ensuring efficient and economic use of the Bank’s resources; and (e) formulating and enforcing rules of corporate governance and ethical practice for observance by the Bank’s directors and staff.13 7A Validity of decisions and acts of Board and committees15 (1) No decision made or act done by or under the authority of the Board or a committee of the Board shall be invalid solely because there were one or more vacancies on the Board or committee when the decision was taken or the act was done or authorised, as the case may be. (2) The acts and decisions of a director or a member of a committee shall be valid despite any defect that may afterwards be discovered in his or her appointment or qualification. 5 Declaration of interest (1) In this section— “associate”, in relation to a director, means a person who is— (a) related to the director within the third degree of affinity or consanguinity; or (b) a partner, employee or employer of the director; or (c) a debtor, mortgagor, creditor or mortgagee of, or otherwise has direct, material or commercial dealings with, the director or any body of persons, whether corporate or unincorporate, of which the director is a director or in which the director holds any office or position other than that of an auditor or in which the director holds a controlling interest. (2) At the first meeting of the Board after a person has been appointed a director, such director shall declare to the 24 March, 2006 . Chief executive officer16 (1) Subject to this section, the shareholders shall appoint, on such terms and conditions as they may fix, a person to be the chief executive officer and legal representative of the 8 3 [Chapter 24:14]