S.L. 542.5 Art. 4Compositionofthe Board. Cap. 386.

(1) The Board shall consist of a Chairperson and not less than four (4) and not more than ten (10) voting members.

(2) The members of the Board shall be appointed by the Minister.

(3) The Minister shall designate one of the members of the Board as non-Executive Chairperson.

(4) Each member of the Board shall occupy such post for a term of three (3) years and the members may be eligible for re-appointment on the expiration of their term of office.

(5) The Minister may designate any one other member of the Board as Deputy Chairperson and the member so designated shall have all the powers and perform all the functions of the Chairperson during the Chairperson’s temporary absence or inability to act as Chairperson, or while the Chairperson is on vacation, or during any vacancy in the office of Chairperson:

Provided that if the Chairperson’s absence is permanent or is such so that the functioning of the Board is affected, the Minister may appoint any other person as Chairperson and in such case the foregoing provisions shall apply in respect of such person.

(6) A person shall not be qualified to hold office as Chairperson or as member of the Board if that person:

(a) is a judge or magistrate of the courts of justice; or

(b) is legally interdicted or incapacitated; or

(c) is convicted of an offence affecting public trust, or of theft or fraud, or of knowingly receiving property obtained by theft or fraud or of bribery or of money laundering; or has otherwise been sentenced to a term of imprisonment for a term not less than three (3) months;

(d) is subject to disqualification under article 320 of the Companies Act;

(e) has a financial or other interest in any enterprise or activity which is likely to affect the discharge of these functions:

Provided that the Minister may waive the disqualification of a person under this paragraph if such person declares the interest, and such declaration and waiver are published in the Gazette.

(7) Subject to the provisions of this Order, the office of a member of the Board shall become vacant:

(a) on the expiration of the member’s term of office;

(b) if any circumstances arise that, if he were not a member of the Board, would cause him to be disqualified for appointment as member; or

(c) if the member resigns or in the eventuality of the circumstances mentioned in sub-article (9) arising.

(8) The Chairperson or any other member of the Board may be removed from office by the Minister prior to the expiry of his term of office where, in the opinion of the Minister, he has been guilty of misconduct or on ground of inability to continue to perform the functions of office, due to infirmity of mind or of body, of misbehaviour, or any other reasonable cause.

(9) If the office of a member of the Board is vacant, or if a Board member is for any reason unable to perform the functions of his office, the Minister may appoint a person who is qualified to be appointed as Board member to be a temporary member of the Board; and any person so appointed shall, subject to the provisions of sub-articles (7) and (8), cease to be such a member when a person has been appointed to fill the vacancy or, as the case may be, when the member who was unable to perform the functions of his office resumes those functions.

(10) (a) The Board may act notwithstanding any vacancy among its members:

Provided that a quorum is present at each meeting;

(b) (i)the quorum at all meetings of the Board shall not be less than half of the voting members plus one;

(ii) in the absence of the Chairperson at any meeting of the Board, the Deputy Chairperson shall act as Chairperson; in the absence of both the Chairperson and the Deputy Chairperson, the members present may select from amongst themselves a person to act as chairperson at the meeting;

(c) the decisions of the Board shall be taken by a majority of the votes of the members present and voting. The Chairperson presiding at the meeting shall have a second or casting vote;

(d) the Board shall hold such number of meetings as may be necessary for the performance of its functions, and shall meet not less than once a month. The Chairperson of his own motion or any two of the voting members may at any time convene a meeting of the Board.

(11) The remuneration paid to members of the Board shall be in accordance with the applicable directives and guidelines issued by the Government from time to time.

(12) The Board shall appoint one of the Agency’s officers to act as Secretary of the Board for such period as it shall deem appropriate.

(13) The Board may regulate its own procedure generally, and, in particular, regarding the holding of meetings of the Board, the notice to be given of such meetings, the proceedings thereat, the keeping of minutes, the custody, production and inspection of such minutes, and the opening, keeping, closing and audit of accounts.

(14) Any member of the Board shall abide by the Code of Ethics for Board members in the Public Sector issued by the Office of the Prime Minister. Any member of the Board, shall also sign an understanding outlining his duties as Board member, including the duty of confidentiality and regulating conflicts of interest.