Revised Laws of Saint Lucia (2023)

PART V
INSTITUTIONAL ARRANGEMENTS

ARTICLE 62
CUSTODY AND USE OF COMMON SEAL

(1)     Subject to Article 63 the Corporation shall have a Common Seal.

(2)     The directors shall provide for the safe custody of the Common Seal of the Corporation.

(3)     The Common Seal of the Corporation shall be affixed to instruments pursuant to a resolution of the Board and by and in the presence of —

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   (a)     the chairman or, in his absence the deputy chairman; and

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   (b)     one other director or the secretary.

(4)     All documents made by the Corporation other than those required by law to be under seal and all decisions of the Corporation may be signified under the hand of the chairman, the deputy chairman or the secretary.

ARTICLE 63
OFFICIAL SEAL

(1)     The Corporation shall have an Official Seal, which shall be a facsimile of its common seal, for use in any member territory other than where the principal office of the Corporation is situated, with the addition on its face of the name of every member territory where it is to be used.

(2)     The Official Seal when duly affixed to a document has the same effect as the Common Seal of the Corporation.

(3)     The Corporation may by writing under its Common Seal, authorise any person appointed for the purpose in a member territory to affix the Official Seal to any deed or other document to which the Corporation is a party in that member territory.

(4)     The person affixing the Official Seal shall certify in writing the date on which and the place at which it is affixed.

ARTICLE 64
ESTABLISHMENT AND COMPOSITION OF THE BOARD OF DIRECTORS

(1)     There is hereby established the Board of Directors which shall comprise of —

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   (a)     one director appointed by each Participating Government; and

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   (b)     the chief executive officer appointed under Article 73 who shall be an ex-officio member.

(2)     The directors who shall be appointed to the Board under paragraph (1)(a) shall be persons of recognised standing and experience in one or more of the following areas —

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   (a)     finance;

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   (b)     accounting;

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   (c)     asset management;

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   (d)     banking;

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   (e)     investment;

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   (f)     economics;

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   (g)     auditing;

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   (h)     corporate or business law; or

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   (i)     other related disciplines.

ARTICLE 65
FUNCTIONS OF THE BOARD

The Board shall —

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   (a)     ensure that the functions of the Corporation are performed effectively and efficiently;

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   (b)     set the strategic objectives and targets of the Corporation through the preparation of a two year strategy plan which fully describes the activities of the Corporation and which shall be updated semi-annually;

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   (c)     ensure that appropriate systems and procedures are in place to achieve the Corporation's strategic objectives and targets and to take all reasonable steps available to it to achieve those targets and objectives;

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   (d)     adopt and review business plans and strategic plan of the Corporation;

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   (e)     establish and review the system and procedures of control and risk management that are adequate for the nature and scale of the business of the Corporation;

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   (f)     adopt policies for clear organizational arrangements for delegating authority and responsibility;

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   (g)     adopt adequate internal practices and procedures that promote ethical and professional standards in the Corporation;

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   (h)     adopt and review the system of internal controls to ensure that the business of the Corporation is conducted in a prudent manner in accordance with policies and strategies established by it; and

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   (i)     such other functions conferred upon it by the Monetary Council or any other provision of this Agreement.

ARTICLE 66
TERM OF OFFICE OF DIRECTORS

(1)     A director may hold office for a term not exceeding 3 years and is eligible for re-appointment for a further 2 terms, each term not exceeding 3 years. (Substituted by S.I. 137/2022)

(2)     A director appointed to fill a vacancy holds office for the unexpired term of his predecessor.

ARTICLE 67
ALTERNATE DIRECTORS

(1)     The Participating Governments shall appoint alternate directors in the same manner as the appointment of directors.

(2)     A person appointed as an alternate director shall perform as a director in the absence of the director to whom he is alternate.

(3)     The provisions of this Agreement as they apply to directors apply also to alternate directors.

ARTICLE 68
DISQUALIFICATION

A person is disqualified from being appointed or from holding office as a director where he —

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   (a)     has been adjudged insolvent or has suspended payment to or compounded with his creditors;

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   (b)     has been or is a director or manager of a corporation or financial institution which has been wound up by a court, or was placed in receivership or official administration;

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   (c)     has been a director or manager of, or directly or indirectly concerned in the management of a financial institution which has been taken control of by the Central Bank pursuant to its emergency powers under the Eastern Caribbean Central Bank Agreement;

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   (d)     has been a director or manager of, or directly or indirectly concerned in the management of a financial institution, the licence of which has been revoked, unless such revocation was due to the voluntary winding up, or its amalgamation with another financial institution or corporation;

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   (e)     is of unsound mind as certified by a competent medical practitioner;

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   (f)     is debarred from practicing his profession;

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   (g)     has been convicted of a criminal offence and sentenced to a term of imprisonment or payment of a fine or both;

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   (h)     has been convicted of any offence involving dishonesty;

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   (i)     ceases to be a director by virtue of any provision of this Agreement; or

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   (j)     is prohibited from being a director by reason of any order made under any law.

ARTICLE 69
VACANCY OF OFFICE OF DIRECTORS

(1)     Where a director —

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   (a)     dies;

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   (b)     by writing under his hand addressed to the chairman resigns;

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   (c)     becomes disqualified under Article 68 from being a director;

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   (d)     is absent for three consecutive Board meetings without special leave of absence from the directors, and the directors resolve that the office be vacated; or

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   (e)     is found by two- thirds of all of the members of the Board to be unable to discharge the functions whether arising from infirmity of mind or body or any other cause or for misbehaviour, serious neglect, or misconduct in office,

     his place on the Board becomes vacant.

(2)     The chairman may resign from the Board by writing under his hand addressed to the secretary of the Board.

(3)     A vacancy in the Board shall be filled by the Participating Government which nominated the director to be replaced.

ARTICLE 70
CHAIRMAN AND DEPUTY CHAIRMAN

(1)     The Monetary Council shall appoint the chairman and deputy chairman of the Board from among the members.

(2)     Subject to paragraphs (3) and (4) the chairman shall preside at all meetings of the Board and shall have an original and a casting vote.

(3)     In the absence of the chairman, the deputy chairman shall preside and perform the functions of chairman of the meeting.

(4)     In the absence of both the chairman and the deputy chairman, the directors present shall elect one of their numbers to preside and perform the functions of chairman of the meeting.

ARTICLE 71
APPOINTMENT OF DIRECTORS TO BE GAZETTED

The appointment of any person as the chairman, the deputy chairman, director or alternate director and the termination of any such appointment shall be published in the official Gazette in the member territory where the principal office of the Corporation is located.

ARTICLE 72
MANAGEMENT OF THE CORPORATION

The powers of the Corporation are vested in the Board, which subject to Article 73 shall be responsible for the policy and general administration of the Corporation.

ARTICLE 73
CHIEF EXECUTIVE OFFICER

(1)     The Board may appoint a chief executive officer of the Corporation at such remuneration and on such terms and conditions as the Board may determine.

(2)     The chief executive officer shall be responsible to the Board for —

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   (a)     the day to day administration of the affairs of the Corporation;

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   (b)     developing policy and procedures including but not limited to the strategic and business plans;

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   (c)     the provision of technical advice and guidance on matters of policy;

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   (d)     the performance of such functions as the Board may delegate to him;

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   (e)     the submission of annual and other reports to the Board.

ARTICLE 74
STAFF OF THE CORPORATION

The Board may appoint on such terms and conditions as it thinks fit such officers as may be required for the due and efficient performance by the Corporation of its functions under this Agreement.

ARTICLE 75
INTERNAL AUDITOR

The Board may appoint an internal auditor on such terms and conditions as the Board may determine.

ARTICLE 76
DIRECTORS TO DECLARE INTEREST

(1)     A director who is in any way interested, whether directly or indirectly —

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   (a)     in a contract or proposed contract with the Corporation; or

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   (b)     whose material interest in a corporation, partnership, undertaking or other business is likely to be affected by a decision of the Board

     shall, immediately after the relevant facts come to his knowledge, disclose the nature of his interest to the Board in writing.

(2)     A director who makes a disclosure under paragraph (1) shall cause the disclosure to be brought up and read at the next meeting of the Board following the disclosure and shall cause it to be recorded in the minutes of the meeting and the director making it shall not vote on the matter and shall not be present or take part in the part of the proceedings of any meeting at which the matter is being discussed or decided by the Board.

(3)     A director shall be treated as having an indirect interest in a contract or proposed contract with the Corporation in any matter with which the Corporation is concerned if he is a director, shareholder, agent or employee of the corporation or undertaking that is a party to the contract or proposed contract with the Corporation or where his relative holds an interest in that corporation or undertaking.

(4)     For the purpose of this Article, a general notice given to the Board by a director to the effect that he is a member of or otherwise associated with a specified corporation or undertaking and is to be regarded as interested in any contract which may after the date of the notice, be made with that corporation or undertaking shall be deemed to be a sufficient declaration of interest in relation to any contract so made.

(5)     Every director and key officers determined by the Board shall report in writing his financial interest on an annual basis to the Board.

(6)     For the purposes of this Article, “relative” means “spouse or former spouse, son, daughter, step-son, step-daughter, brother, sister, aunt, uncle or child of aunt or uncle or any person related by marriage, father, mother, any lineal ascendant and descendant of the individual or spouse of the individual”.

ARTICLE 77
PROTECTION OF PERSONS DEALING WITH DIRECTORS AND AGENTS

(1)     A person who deals with the directors or the chief executive officer of the Corporation shall not be affected by any irregularity of procedure in connection with the authorisation of the transaction by a general meeting or other meeting of the Corporation, or by the directors or any committee of directors, or by the non-fulfillment of any condition imposed by this Agreement in connection with the transaction.

(2)     A person who deals with another person who is held out by the directors as having authority to act on the Corporation's behalf in connection with any transaction may treat the Corporation as bound by the acts of that other person done within his apparent authority even though he has not been authorised by the Corporation to do those acts on its behalf so long as that person has no knowledge whether actual or constructive, that another person has not been so authorised by the Corporation.

(3)     This Article does not entitle any person to recover a debt from the Corporation or to enforce an obligation or liability against it or to treat any obligation as binding on it, if in connection with the same matter that person is guilty of a fraud upon the Corporation or has participated or acquiesced in a fraud committed on the Corporation.

ARTICLE 78
APPOINTMENT OF ADVISORS

The Board may appoint one or more advisors with experience in asset management from time to time.

ARTICLE 79
APPOINTMENT OF COMMITTEES

(1)     The Board may appoint committees that would be required to examine and report to the Board on any matter whatsoever arising out of or connected with any of its functions.

(2)     Subject to Articles 80 and 81, a committee shall consist of at least two members of the Board, one of whom shall be the chairperson, together with not more than five other persons who may or may not be members of the Board.

(3)     The Board shall determine the quorum and procedure and terms of reference to be followed by any committee constituted pursuant to this Article.

ARTICLE 80
EXECUTIVE COMMITTEE

(1)     The Board shall appoint an Executive Committee of the Board consisting of not less than three directors, the chief executive officer and the chief financial officer, to supervise asset and liability management and examine and approve financial commitments in accordance with the regulations and policies established by the Board. The chief executive officer and the chief financial officer are ex-officio members with no voting rights on the Executive Committee.

(2)     The Executive Committee shall perform such other functions as are assigned to it by the Board.

(3)     The Executive Committee shall elect one of their numbers, other than the ex-officio members, as chairman and the person so elected shall have an original and a casting vote.

(4)     The Executive Committee shall meet at least once in each month.

ARTICLE 81
AUDIT COMMITTEE

(1)     The Board shall establish an Audit Committee of the Board comprising four members of the Board of Directors, one of whom shall be the chairman who shall have an original vote and a casting vote.

(2)     The Audit Committee shall —

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   (a)     assure that the Corporation's internal controls are adequate to identify, measure, control, and monitor the financial reporting, business process, and compliance and legal risks of the Corporation;

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   (b)     review performance of management and of the Corporation against agreed work programmes, administrative budgets and performance standards and benchmarks set by the Board;

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   (c)     oversee the independent external auditor; and

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   (d)     oversee the internal auditing function, including any independent firms management wishes to engage to provide auditing services.

(3)     The Audit Committee shall report quarterly to the Board.

(4)     The Audit Committee shall also prepare an annual report to present to the Board.

ARTICLE 82
EXTERNAL AUDITOR AND ANNUAL ACCOUNTS

(1)     The Board shall appoint an external auditor for the purpose of auditing the accounts and books of the Corporation.

(2)     The accounts of all transactions of the Corporation for a financial year shall be audited by the external auditor.

(3)     The Corporation shall follow internationally accepted accounting standards.

(4)     As part of each annual audit of the Corporation, the Board shall instruct the auditor to conduct a full operational audit of the Corporation to determine if the Corporation is operating in full compliance with this Agreement, its approved policies and procedures including the goals laid out in its strategic and business plans.

(5)     The external auditor shall also audit the performance of the Board and include its finding in the audit report.

(6)     The external auditor shall present the audited report to the Board within three months of the end of the financial year.

(7)     The Board shall present the audited report to the next meeting of the Monetary Council.

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   (8)(a)     The Minister of Finance shall lay before the House of Assembly in each member territory the annual audited report at the next meeting of the House of Assembly following the Monetary Council meeting in which the annual audited report was presented.

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   (b)     The annual audited report shall be accompanied by an explanatory memorandum from the Corporation.

ARTICLE 83
FINANCIAL YEAR

The financial year of the Corporation shall begin on the first day of April and end on the thirty-first day of March in the following year and the first financial year of the Corporation may begin on a day after the first day of April and end on the thirty-first day of March next following.

ARTICLE 84
SECRETARY

(1)     The Board shall appoint a secretary for such term at such remuneration and upon such conditions as it may think fit and any secretary so appointed may be removed by them.

(2)     The Board may appoint one or more assistant or deputy secretaries.