5 INFRASTRUCTURE DEVELOPMENT BANK OF ZIMBABWE ACT Bank, and whenever the office of chief executive officer is vacant the shareholders shall without delay fill the vacancy. (2) A person shall not be qualified to be appointed or to hold office as chief executive officer if he or she would not be qualified to be appointed or to hold office as a director. (3) The term of office of the chief executive officer shall be five years, and on the expiry of that term he or she shall be eligible for re-appointment: Provided that this subsection shall not be construed as preventing the retirement, resignation or dismissal of the chief executive officer in accordance with his or her conditions of service. (4) Subject to the supervision of the Board, the chief executive officer shall be responsible for managing the Bank’s staff, activities, funds and property and for exercising any other functions that the Board may assign to him or her. (5) Any assignment of functions in terms of subsection (4)— (a) may be made generally or specially and subject to such conditions, restrictions, reservations and exceptions as the Board may determine; (b) may be revoked by the Board at any time; (c) shall not preclude the Board itself from exercising the functions. (6) The chief executive officer shall be present at all meetings of the Board unless his or her presence at any meeting is excused by the chairperson of the Board. (d) subdivide all or any of its shares into shares of smaller amount: Provided that the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived. (3) Where the Board has taken any action referred to in subsection (2), the Minister shall cause notice of the action to be published in the Gazette.19 11 Issue of shares The unissued shares of the Bank may be issued whenever the Board passes a resolution, which is approved by the Minister, that they should be issued. 20 12 Allotment of shares The shares of the Bank shall be allotted to the State and to institutional shareholders in a manner determined by the Minister. 13 Calls on shares With the approval of the Minister, the Board may pass a resolution that the Bank should call up the whole or part of any amount unpaid on the Bank’s issued shares, and thereupon the Bank may make a call on the shareholders concerned in accordance with that resolution.21 14 Prohibition of certain transactions re shares (1) No institutional shareholder shall pledge or encumber in any manner whatsoever any of the Bank’s shares held by him if the aggregate of the shares so pledged or encumbered exceeds five per centum of the Bank’s issued share capital. (2) Without the approval of the Minister, no institutional shareholder shall transfer or assign any of the bank’s shares held by him to any other person if the aggregate of the shares transferred to that person exceed five per centum of the Bank’s issued share capital. (3) No institutional shareholder shall sell or otherwise transfer any of the Bank’s shares to another person without first offering those shares for sale or transfer, on the same terms and conditions, to each of the other shareholders. 22 (4) Any transaction carried out in contravention of subsection (1), (2) or (3) shall be void. 23 9 Staff of Bank (1) The Board may employ on such terms and conditions as it may determine employees who are necessary for the conduct of the business of the Bank. (2) The Board may delegate its powers referred to in subsection (1) to the chief executive officer17. 9A Policy directions of Minister (1) Subject to subsection (2), the Minister may give the Board general directions regarding the policy it is to observe in the exercise of its functions, and the Board shall take all necessary steps to comply with every such direction. (2) Before giving a direction in terms of subsection (1), the Minister shall inform the Board, in writing, of the proposed direction, and the Board shall, within thirty days or within such further period as the Minister may allow, submit to the Minister, in writing, its views on the proposal. (3) The Board shall ensure that the terms of every direction given to it in terms of subsection (1), and any views the Board has expressed on the direction in terms of subsection (2), are set out in the Board’s annual report. 18 15 Limitation of liability of shareholders The liability of the Bank’s shareholders shall be limited to the amount unpaid on the shares held by them. PART IV THE PURPOSES, POWERS AND FUNDS OF THE BANK 16 Objectives of Bank The objectives of the Bank shall be— (a) to promote economic development and growth, and to improve the living standards of Zimbabweans, through the development of infrastructure including, but not limited to, roads, dams, water reticulation, housing, sewerage, technology, amenities and utilities; (b) to develop institutional capacity in undertakings and enterprises of all kinds in Zimbabwe; (c) to support development projects and programmes in all sectors of the Zimbabwean economy; through all or any of the following means— (i) providing capital for the expansion or modernisation of existing infrastructure, undertakings and enterprises or the creation or development of new infrastructure, undertakings and enterprises; PART III CAPITAL 10 Authorized share capital (1) Subject to subsection (2), the authorised share capital of the Bank shall be fifteen trillion dollars divided into fifteen million shares of one million dollars each. (2) If authorised to do so by a resolution passed at a meeting of the Bank’s shareholders, and with the approval of the Minister, the Board may by resolution— (a) increase the authorised share capital of the Bank; (b) consolidate or divide all or any part of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its paid-up shares into stock and reconvert such stock into paid-up shares of any denomination; [Chapter 24:14] 4 24 March, 2006