3 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. 7A Validity of decisions and acts of Board and committees (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.”. 8 New section substituted for section 8 of Cap. 24:14 Section 8 (“Managing director”) of the principal Act is repealed and the following is substituted— 8 Chief executive officer “(1) Subject to this section, the shareholders shall appoint, on such terms and conditions as they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 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.”. 9 Amendment of section 9 of Cap. 24:14 Section 9 (“Staff of Bank”) of the principal Act is amended in subsection (2) by the deletion of “managing director” and the substitution of “chief executive officer”. 10 New section inserted in Cap. 24:14 Part II of the principal Act is amended by the insertion after section 9 of the following section—