Cap. 574 Art. 22PowersofBoardof Directors.

(1)All the powers of the Bank shall be vested in the Board.

(2) The Board shall be responsible for the direction of the general operations as well as the administration of the affairs and the business of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly by this Act:

(a) take decisions concerning loans, guarantees, investments in equity capital, borrowing by the Bank, furnishing of technical assistance and other operations of the Bank;

(b) authorise the conclusion of agreements for co-operation with international organisations;

(c) determine the salary and other terms of the contract of service of the Chief Executive Officer;

(d) establish a Risk Committee, an Audit Committee, an Ethics and Governance Committee, and a Remuneration Committee and such other committees as the Board considers advisable, and determine their composition, authority, duties and the tenure of their members. These Committees, which may be presided by one or more Directors as the Board shall decide, shall give non-binding opinions to the Board so as to facilitate the decision-making procedure. The Committees may be presided by one or more Directors as the Board shall decide, provided that in the event that any of the Committees is presided by one Director, that Director shall

(e) delegate power to act in all matters that are not by this Act or any bye-law or resolution specifically reserved to be done by the Board:

(i) to such person or committee;

(ii) by such means (including by power of attorney);

(iii) to such an extent;

(iv) in relation to such matters or territories; and

(v) on such terms and conditions;

(f) authorize further delegation of the directors’ powers by any person to whom they are delegated, and may revoke any delegation in whole or part, or alter its terms and conditions;

(g) approve the budget of the Bank;

(h) approve, after reviewing the auditor’s report, the general balance sheet and the statement of profit and loss of the Bank;

(i) determine the reserves and the distribution of the net profits of the Bank;

(j) make, by resolution, bye-laws to regulate the business and affairs of the Bank;

(k) accept deposits as security for the due performance of any arrangement or agreement with the Bank;

(l) determine and charge interest and any other form of compensation for services provided by the Bank in the exercise of its powers under this Act;

(m) procure the incorporation, dissolution or amalgamation of subsidiaries and acquire or dispose of any shares in them;

(n) acquire and dispose of any interest or right in an entity by any means;

(o) acquire, hold, exchange, lease, sell or otherwise dispose of any interest or right in real or personal property or immoveables or moveables and retain and use the proceeds of disposition; and

(p) exercise such other powers as are necessary for the proper performance of the Bank’s business under this Act.