1. There shall be a Board of Directors of the Bank, which shall be the policy-making organ of the Bank
2. The Board shall exercise its functions under this Article in accordance with this Law and its objectives, and in doing so it may delegate to the other organs of the Bank any or its functions, except for the following:
a) Designate specified financial institutions and specified public entities, under Article 1;
b) Establish and close branches, under the fourth paragraph of Article 4;
c) Recommend an increase in capital, under Article 7;
d) Determine net annual profit, under the fourth paragraph of Article 8;
e) Establish the general terms and conditions of service for the Bank's staff and general rules of its expenditures, under the first paragraph of Article 13;
f) Give leave for a Director to be absent from a meeting of the Board, under the third paragraph of Article 15;
g) Propose distinguishing features, characteristics and amount of banknotes and coins to be issued, under Article 19;
h) Decide on the general composition of external reserve and determine the drawing facilities to be included in the Bank's external reserves, under Article 20;
i) Grant and revoke bank licenses, and review applications for the opening and closing of a bank branches in the Republic, under the third paragraph of Article 29;
j) Decide upon general terms and conditions for credit to authorized banks, under Article 30, 31 and 32;
k) Decide upon reserve requirement, under Article 33;
i) Decide in general upon general credit controls over authorized banks and specified financial institutions, under Article 34 and 35;
m) Issue orders after Bank inspections, under Article 38;
n) determine in general the interest, terms, conditions and amounts of credits and guarantees extended to the State and specified public entities, under Articles 40, 41, 42 and 44 and of investments in specialized financial institutions, under Article 43;
o) Decide upon the disposition of the revaluation losses;
p) Approve the Annual Report and accounts of the Bank, under Article 53;
q) Approve the internal rules of the Bank, under the second paragraph of Article 56, including those relating to funds established for the welfare or pensions· of the Bank's staff
Article 11
Composition of the Board
1. The Board shall consist of seven members comprising:
a) The Governor who shall serve as Chairman of the Board
b) The Director General who shall serve as the Deputy Chairman;
c) Five directors,
2. The Governor shall be a person of recognized financial or administrative competence, appointed by Decree of the President of the Republic on the proposal of the Prime Minister, having heard the Council of Ministers, for a term of five years, and he shall be eligible for reappointment.
3. The Director General shall be a person of recognized financial or administrative competence, appointed by Decree of the President of the Republic on the proposal of the Prime Minister, having heard the Council of Ministers, for a term of five years, provided that where he is not a citizen of the Republic, he may be appointed for such term shorter than five years as his contract may stipulate, and he shall be eligible for reappointment
4. The Directors shall be persons of recognized financial or administrative competence, appointed by Decree of the Prime Minister, having heard the Council of Ministers, for terms of three years each, and shall be eligible for reappointment, provided that with regard to the Directors first appointed, the appointment shall be drawn by lot as follows:
two Directors for one-year term;
two Directors for a two-year term;
one director for a three-year term;
And provided further that if a Director's appointment ceases for any reason before his term has expired, a new Director shall be appointed to serve for the remainder of the term of office of that Director.
5. If a Director suffers an incapacity which is likely to be prolonged, the Prime Minister may appoint a temporary substitute for any such Director until such time as the Prime Minister determines the incapacity has ceased.
Article 12
Meeting of the Board
1. The Board shall meet not less than once in each two-month period. In addition, the Governor may convene meetings whenever the business of the Bank requires.
2. The Director General of the Ministry of Finance, or an alternate designated by the Minister to act for him in his absence, may attend and participate in all Board meetings, but shall have no vote.
3. Subject to the fourth paragraph of this Article, a quorum for any meeting of the Board shall be four members and no meeting of the Board shall be held unless the Governor or the Director General is present.
4. In cases when, in the opinion of the Governor, an urgent necessity requires action necessitating a decision by the Board, decisions may be taken at meetings attended by the Governor and one other member, provided that efforts are made to ensure the attendance of as many directors as the urgency of the situation permits. Actions taken by the Bank pursuant to such decisions shall be valid and binding on the Bank, as if a full quorum had been present. Any such decisions shall be reported at the Board at next meeting thereafter at which a quorum is present.
5. Decisions of the Board shall be adopted by a majority of the votes cast, provided that in any case of a tie-vote, the Chairman presiding at the meeting shall have a casting vote.
Article 13
Governor
1. The Governor shall be the chief executive officer of the Bank and, subject to the general policy decisions of the Board, shall be responsible for the management of the Bank including the organization, appointment and dismissal of the staff in accordance with the general terms and conditions of service established by is Board, and the authorized to incur expenditures of the Bank.
2. The Governor shall be the principal representative or the Bank and shall in this capacity, have the authority:
a) To represent the Bank in its relations with other institutions and with the State:
b) To represent the Bank, either personally or through counsel, in any legal proceedings to which the Bank is party;
c) to sign jointly with other persons contracts concluded by the Bank, notes or securities issued by the Bank, reports, balance sheets and other financial statements, correspondence and other documents of the Bank committing the Bank in any way;
d) To delegate his powers provided for in the first paragraph and in clauses (a), (b) and (c) of this paragraph to other officers of the Bank.
3. The Governor shall have the right to be heard in the meetings of the Council of Ministers whenever matters bearing on monetary, banking, credit or exchange policy are discussed.
4. Whenever the Governor is absent or incapacitated, the Director General shall have full power to act for him.
Article 14
Director General
1. The Director General shall, subject to the general supervision of the Governor, be responsible for the day-to-day administration and operations of the Bank and for the supervision of the staff of the Bank. The Director General shall also perform such other duties as may be delegated to him from time to time by the Governor.
2. The Governor may appoint one of the officers of the Bank to act for the Director General whenever that official is absent or incapacitated. The Prime Minister shall be informed of such appointment.
Article 15
General disqualifications for all Board members
1. No person shall serve as Governor, Director General or a Director who is at the same time:
a) A member of the National Assembly or the Council of Ministers; or
b) A director, officer or employee of the State or any public body; or
c) A director, officer or employee of a Bank or credit institution within the regulatory jurisdiction of the Bank.
2. The Governor, Director General or any other Director shall be removed from office, following the procedure provided respectively for his appointment, if he:
a) Becomes subject to any the disqualifications described in the first paragraph of this Article; or
b) becomes bankrupt or insolvent, applies for any benefits under the law for the relief of bankrupt or insolvent debtors, compounds with his creditors or makes any assignment in whole or in part of his income from the Bank for the benefit of such creditors: or
c) Is convicted of an offence involving dishonesty or fraud; or
d) becomes totally and permanently incapable of performing his duties.
3. The prime Minister shall terminate the appointment of a Director who absents himself from three consecutive meetings of the Board without leave from the Board.
Article 16
Special disqualifications for Governor, etc.
1. The Governor and Director General shall owe their duty entirely to the Bank and shall not engage in any paid employment, or professional or business activity outside the duties of their respective offices, except as permitted under the following paragraph.
2. Notwithstanding the provisions of the first paragraph of this Article, the Governor and the Director General may at their option:
a) serve on any committee or commission appointed by the Government to inquire into any matter affecting currency or banking, economics of finance;
b) Serve on any international financial institutions of which the Republic is a member;
c) Serve on the board of any company, corporation or other body in which the Government or the Bank holds stock or shares or otherwise participates;
d) With the approval of the Prime Minister, perform services in higher education.
3. The appointment of the Governor or the Director General shall be terminated if he engages in any paid employment; or professional or business activity outside the duties of his office contrary to the provisions of the first paragraph of this Article.
Article 17
Remuneration
1. The Governor or Director General shall be paid by the Bank such salaries and allowances as may be determined from time to time by Decree of the President of the Republic on the proposal of the Prime Minister, having heard the Council of Ministers, but such salaries and allowances may not be reduced during any period of appointment.
2. The other Directors and any substitute shall be paid by the Bank such allowances as may be determined from time to time by Decree of the Prime Minister, having heard the Council of Ministers.
Article 18
Preservation of secrecy
1. Except for the purpose of the performance of his duties or the exercise of his functions or when lawfully required to do so by any court or under the provisions of any law, no Governor, Director General, Director, officer or other employee of the Bank, or any other person serving the Bank in any capacity, shall disclose to any person any information which he has acquired in the performance of his duties or the exercise of his functions.
2. Without prejudice to other remedies, a violation or the provision under the first paragraph shall be punishable under the relevant provisions of the Penal Code then in force.
