5 INFRASTRUCTURE DEVELOPMENT BANK OF ZIMBABWE ACT 25A Audit committee33 (1) The Board shall appoint an audit committee consisting of— (a) a chairperson, who shall be a non-executive director; and (b) at least two other persons, who need not be directors: Provided that a majority of the members of the audit committee shall be non-executive directors. (2) The chief executive officer shall not be a member of the Bank’s audit committee. (3) The functions of the Bank’s audit committee shall be— (a) to establish appropriate accounting procedures and accounting controls in respect of the Bank’s business, and to ensure compliance with those procedures; and (b) to assist the Board to evaluate the adequacy and efficiency of the internal control systems, accounting practices, information systems and auditing processes applied in the day-to-day management of the Bank’s business; and (c) to introduce such measures as, in the audit committee’s opinion, may enhance the objectivity of financial statements and reports prepared with reference to the Bank’s business. (4) The Bank’s audit committee shall meet as often as may be necessary to carry out its functions. (5) Decisions of the Bank’s audit committee shall be decided by a majority vote of the members present: Provided that no member shall abstain from any vote to be taken. (6) A member of the Bank’s audit committee who votes against any resolution passed by a majority of its members shall without delay provide the Board with a written statement of his or her reasons for voting against the resolution. (7) Subject to this section, the procedure to be adopted by the Bank’s audit committee shall be as prescribed in regulations made in terms of section twenty-eight or, in relation to any matter that is not so prescribed, as may be fixed by the Board. (ii) that the borrower shall draw the loan funds to meet payments on the relevant project only; (c) include provision which will— (i) enable the Bank to ensure that the proceeds of the loan or other investment are used solely forthe purpose for which the loan was granted or the investment was made; and (ii) require each beneficiary to maintain a proper accounting system; (iii) give the Bank the right to inspect and supervise the operations relating to the project and to require each beneficiary to allow the Bank, through its agents or officers, to inspect the books and records of the beneficiary or to provide such information as the Bank may require at any time while the loan or any part thereof remains unpaid or the Bank retains its investment. (3) In fixing the terms and conditions of a loan or the details of an investment, the Board shall have regard, inter alia, to the financial requirements of the relevant project and to the financial position of the beneficiary. (4) The Board may require as a term of any loan that the borrower shall provide such form of security as it may approve for the repayment of principal, the payment of interest, fees and charges, or the performance of other terms and conditions of the loan. (5) The Board shall fix such rates of interest and such fees and charges as is likely to yield to the Bank a good and sound return on the amount of the loan. 22 Investment of funds The Board may invest all or any part of the funds of the Bank not immediately required for the purposes mentioned in this Act in good and sound investment: Provided that such funds shall be so invested that they are available within twelve months when required for the purposes mentioned in this Act. 23 Reserve funds and distribution of income (1) The Board shall determine annually what part of the net income of the Bank, after providing for any reserves, should be allocated to surplus and what part, if any, should be distributed to the shareholders. 30 (2) {Repealed] (3) Any distribution to shareholders made under subsection (1) shall be in proportion to the number of shares held by each shareholder, and the payment shall be made in such manner as the Board shall determine. 31 25B Audit of accounts34 (1) The accounts of the Bank for each financial year shall be audited by a person who is registered as a public auditor in terms of the Public Accountants and Auditors Act [Chapter 27:12] and who is appointed by shareholders. (2) Except with the Minister’s approval, the Bank shall not appoint the same person or partnership as the Bank’s auditor for a continuous period of more than five years in any eight-year period. (3) The Bank’s auditor shall be responsible for— (a) auditing the Bank’s accounts and reporting on them to the Board and the Bank’s audit committee; and (b) planning and carrying out audit procedures designed to detect irregularities and illegal acts in the conduct of the Bank’s business; and (c) communicating to the Bank’s audit committee any evidence he or she may have uncovered indicating that irregularities or illegal acts have been committed in the course of the Bank’s business, whether or not they may have led to material misstatements in the Bank’s accounts or records. (4) In every report referred to in paragraph (a) of subsection (3), the auditor shall state whether the accounts of the Bank are drawn up in accordance with sound accounting practices applicable to banking institutions. PART V ACCOUNTS AND AUDIT 24 Financial year The Board shall determine the financial year of the Bank. 25 Accounts of Bank32 (1) The Board shall keep proper accounts and other records relating thereto giving, in accordance with sound accounting practices applicable to banking institutions, a true and fair view of the Bank’s operations and financial position. (2) The Bank’s books of account and other records referred to in subsection (1) shall be kept at the head office of the Bank and shall at all times be open to inspection by any director. [Chapter 24:14] 6 24 March, 2006