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(a) 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.
(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.
(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.”;
(d) in subsection (7) by the repeal of paragraph (b) and the substitution of—
“(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.”;
(e) in subsection (12) by the insertion after “Minister” where it occurs for the second time
of “and who are non-executive directors”.
6
New section inserted in Cap. 24:14
The principal Act is amended by the insertion after section 4 of the following section—
"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.”.
7
New sections substituted for section 7 of Cap. 24:14
Section 7 (“Committees”) of the principal Act is repealed and the following sections are
substituted—
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Committees of Board
“(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: