Revised Laws of Saint Lucia (2023)

CAPITAL, FINANCES, ACCOUNTS AND AUDIT

ARTICLE 26
AUTHORISED CAPITAL CONTRIBUTIONS

The authorised capital of the Credit Guarantee Corporation shall consist of contributions from —

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   (a)     Participating Governments;

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   (b)     any other investors as approved by the Board of Directors; and

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   (c)     donors in accordance with terms and conditions that are acceptable to the Board of Directors.

ARTICLE 27
AUTHORISED CAPITAL STRUCTURE

(1)     The initial authorised capital of the Credit Guarantee Corporation shall be approximately EC$30 million dollars.

(2)     Subject to Article 28, the authorised capital of the Credit Guarantee Corporation —

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   (a)     shall be EC$30 million dollars which shall be divided into 30 million shares of a par value of EC$1 per share;

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   (b)     may be increased pursuant to Article 28(1);

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   (c)     may be issued, whether original or increased, with or without preference priority or special privilege or subject to any postponement of rights to any conditions or restrictions, unless the conditions of issue otherwise expressly declare, and further issue of shares, whether declared to be preference or otherwise, shall be subject to the power herein contained.

(3)     The Credit Guarantee Corporation may issue authorised capital as approved by the Board in such amount as is necessary to support the demand for credit guarantees.

ARTICLE 28
INCREASE OF AUTHORISED CAPITAL

(1)     The Credit Guarantee Corporation may increase its authorised capital by creating new shares as may be considered expedient by the Participating Governments and other existing investors.

(2)     An increase of authorised capital may be effected by Participating Governments and other existing investors upon the passing of a resolution of the Board.

ARTICLE 29
ALLOTMENT OF SHARES

Shares of the Credit Guarantee Corporation shall be allotted to the Participating Governments and other investors, as the case may be, in proportion to their respective contribution to the share capital.

ARTICLE 30
GENERAL FUND

(1)     The Credit Guarantee Corporation shall establish and maintain a fund to be called the General Fund.

(2)     The Credit Guarantee Corporation shall use the General Fund to meet all obligations of the Credit Guarantee Corporation other than those required to be met by the Credit Guarantee Fund.

(3)     All payments shall be credited to the General Fund.

(4)     The following payments shall be debited from the General Fund —

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   (a)     all obligations of the Credit Guarantee Corporation, with the exception of payments on credit guarantees; and

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   (b)     payments to the Credit Guarantee Fund for the purpose of paying on a credit guarantee obligation.

ARTICLE 31
CREDIT GUARANTEE FUND

(1)     The Credit Guarantee Corporation shall establish and maintain a fund to be called the Credit Guarantee Fund.

(2)     The Credit Guarantee Corporation shall use the Credit Guarantee Fund to make payments in respect of credit guarantees issued by the Credit Guarantee Corporation.

ARTICLE 32
INVESTMENT

The Credit Guarantee Corporation may invest all its capital and retained earnings which are not immediately required by the Credit Guarantee Corporation to meet its financial obligations.

ARTICLE 33
DIVIDENDS

The Credit Guarantee Corporation may pay dividends in accordance with a policy as established by the Board.

ARTICLE 34
ANNUAL BUDGET

(1)     The Credit Guarantee Corporation shall prepare an annual budget indicating its total anticipated income and expenditures for each fiscal year.

(2)     The Board shall approve the annual budget of the Credit Guarantee Corporation no later than one month prior to the commencement of the relevant fiscal year.

ARTICLE 35
ACCOUNTS

The Credit Guarantee Corporation shall, in respect of its business, maintain books and records that accurately reflect its business, including the General Fund and the Credit Guarantee Fund established under this Agreement.

ARTICLE 36
ANNUAL ACCOUNTS, AUDIT AND REPORT

(1)     The Credit Guarantee Corporation shall, no later than two months after the end of each fiscal year —

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   (a)     prepare annual accounts in accordance with internationally accepted accounting standards; and

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   (b)     cause a statement to be prepared on the conduct of business of the Credit Guarantee Corporation to determine if it is operating in full compliance with this Agreement, and policies and procedures approved by the Board including the goals laid out in its strategic and business plans.

(2)     The Credit Guarantee Corporation shall, no later than four months after the end of each fiscal year —

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   (a)     cause a duly qualified independent auditor to audit the annual accounts in accordance with internationally accepted auditing standards;

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   (b)     be provided with the audited annual accounts prepared under paragraph (a).

(3)     The Board shall simultaneously present to all investors —

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   (a)     the audited annual accounts received under paragraph (2);

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   (b)     written confirmation from the independent auditor that the audited annual accounts have been prepared as required under paragraph (2);

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   (c)     a statement on whether the auditor's certificate for the audited annual accounts is unqualified, and if it is qualified, the nature of the qualification; and

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   (d)     a statement on the conduct of business of the Credit Guarantee Corporation required under paragraph (1)(b).

(4)     An auditor who performs functions under this Article may be re-appointed, but shall not serve for more than three consecutive years.

ARTICLE 37
FISCAL YEAR

The fiscal year of the Credit Guarantee 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 fiscal year of the Credit Guarantee Corporation may begin on a day after the first day of April and end on the thirty-first day of March next following.