Cap. 574 Art. 21Composition of Board of Directors.

(1)The Bank shall have a Board of Directors of seven members.

(2) The Board of Directors shall be appointed as follows:

(a) a Chairperson, who shall be a person of high competence in the economic or financial sector, appointed by the Minister after consultation with the Opposition;

(b) four Directors, who shall be persons of high competence in the economic or financial sectors, appointed by the Minister; and

(c) two independent Directors from the non-government sector, who shall be appointed by the Minister on the recommendation of the Malta Council for Economic and Social Development, but not being members of that Council.

(3) No individual is eligible to be appointed or to continue as a Director or Chairperson if the individual is:

(a) a Member of the House of Representatives; or

(b) employed in the public service; or

(c) is a director or officer of another credit institution; or

(d) has been adjudged bankrupt under the law of any country.

(4) The Directors, except for the Chairperson and the independent Directors appointed in accordance with sub-article (2)(c), shall hold office for a term of five (5) years and may be re-appointed for a period of three (3) years, but may be removed for cause pursuant to sub-article (7).

(5) The Chairperson shall hold office for a period of six (6) years and may be re-appointed, but shall not serve for more than ten (10) years and may be removed for cause pursuant to sub-article

(6) The independent Directors shall hold office for a period of six

(6) years and may be re-appointed for three (3) years, but may be removed for cause pursuant to sub-article (7).

(7) Conduct worthy of removal may include but is not limited to the person concerned becoming of unsound mind, being convicted of any crime punishable by imprisonment, or being declared bankrupt during his term of office, breach of confidence, breach of fiduciary duties, undisclosed conflicts of interest, serious breaches of the Bank’s Code of Ethics, or in the case of a Director appointed pursuant to sub-article (2)(c) if the Minister, on the advice of the Supervisory Board, as defined in article 37, is of the opinion that he no longer qualifies as an independent Director.

(8) The Chairperson and the Directors are entitled to be paid by the Bank the remuneration fixed by the Minister for their time to attend meetings of the Board and to perform their duties under this Act.

(9) The Directors shall appoint a Chief Executive Officer for such period and on such terms and conditions as they deem fit, and subject to any agreement entered into in any particular case, may revoke such appointment. The Chief Executive Officer shall attend meetings of the Board if asked by the Chairperson, except when the Board discusses his conditions of service, his performance, the revocation of his appointment or any disciplinary procedures affecting him, and shall not have a vote.