Cap. 563 Art. 13Provisions with respect to the Board of Governors.

(a) When the Board is presented with recommendations or decisions taken or to be taken by the Chief Executive

Officer, it shall discuss the said recommendations or decisions and if the Board does not approve them in principle, it may, by agreement of an absolute majority, ask the Chief Audit Officer to investigate and report to it his findings in connection therewith. These findings must be made available to the Board by not later than seven (7) days from the date the request was made. When a request is made by the Board to the Chief Audit Officer to investigate any recommendation or decision, it shall immediately notify the Minister.

(b) The Board will then discuss the findings of the Chief Audit Officer in relation to the recommendations or decisions of the Chief Executive Officer and take a decision as to whether to approve or overturn the said recommendation or decision of the Chief Executive Officer.

(c) Where the Board votes against a recommendation or a decision taken by the Chief Executive Officer, and thus overturn the said recommendation or decision, the Board shall register in the relevant file the specific reasons adduced by it justifying its vote. Such decision by the Board shall be immediately notified to the Minister. The Minister may, if he deems necessary, and after giving detailed reasons, send back to the Board said decision for its review. The decision by the Board to set the recommendation or decision of the Chief Executive Officer aside shall also be notified to any third party who is affected by such overturn and such third party shall have the right to challenge the decision taken by the Board as provided in article 57. Pending the appeal procedure, the Board to overturn such a decision. In the eventuality that the tribunal or court confirms said decision by the Board, the authority or its officers shall not be liable to any claim, including, but not only, any claim for damages with regard to the overturned decision.

(d) Where the Board votes in favour of a recommendation or a decision taken by the Chief Executive Officer, the Board shall register in the relevant file the specific reasons adduced by it justifying its vote. Such decision by the Board shall immediately be notified to the Minister. The Minister may, if he deems necessary, and after giving detailed reasons, send back to the Board the said decision for its review.

(e) Where the Board votes in favour of a recommendation or a decision taken by the Chief Executive Officer, against which the Chief Audit Officer makes adverse findings, the Board shall register in the relevant file the specific reasons adduced by it justifying such recommendation or decision taken. Such decision shall immediately be notified to the Minister. The Minister may, if he deems necessary, and after giving detailed reasons, send back to the Board said decision for its review.

(f) The quorum shall consist of the Chairperson or Deputy Chairperson and another four members of the Board.

(g) The Chairperson, or the Deputy Chairperson acting in his place, shall have an original vote and, in the case of a tie, a casting vote. All members of the Board present at the meetings shall cast their vote in favour or against any motion put to the vote. Decisions shall be adopted by a simple majority of the members present with the right to vote.

(h) The Board may not delegate, to the Chairperson or any of its members, the power to endorse any documents or plans relating to any matter under its consideration.

(i) The Chief Executive Officer shall be directly answerable for his decisions or recommendations only to the Board.

(j) The Chief Audit Officer shall be answerable for his findings to the Chief Executive Officer and the Board.