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Back to Revised Laws of Saint Lucia (2023)

ORGANISATION AND MANAGEMENT

ARTICLE 11
ESTABLISHMENT AND COMPOSITION OF THE BOARD OF DIRECTORS

(1) There shall be established a Board of Directors which shall initially be appointed by majority vote of the Monetary Council.

(2) The Board of Directors shall be comprised of the following persons who shall be nominated as follows —

(a) one member from each of the Participating Governments;

(b) one member representing the banking industry from the ECCU Bankers' Association; and

(c) two members representing the micro, small and medium-sized business community, from the Chambers of Commerce of two Member Territories chosen by alphabetical rotation from the Chambers of Commerce of the Member Territories; and

(d) in accordance with a nomination procedure that the Participating Governments, the ECCU Bankers' Association and the Chambers of Commerce of two Participating Governments chosen by alphabetical rotation, as the case may be, shall determine.

(3) Individuals nominated to replace members of the initial Board of Directors shall be nominated using the provisions of this Article and vetted by the Board of Directors using the fit and proper policy established in paragraph 1 of Article 47 and appointed by a majority vote of the Board of Directors.

(4) The persons appointed to the Board under paragraph (1) shall, in addition to the requirements of Article 47, be persons of recognised standing with specific knowledge of and experience in one or more of the following areas —

(a) finance;

(b) accounting;

(d) banking;

(e) investment;

(f) economics;

(g) auditing;

(h) corporate law; or

(i) business.

ARTICLE 12
CHAIRPERSON AND DEPUTY CHAIRPERSON

(1) The Board shall elect from among its members a Chairperson and Deputy Chairperson.

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

(3) In the absence of the Chairperson, the Deputy Chairperson shall perform the functions of Chairperson of the meeting, subject to the quorum for the meeting being met.

(4) In the absence of both the Chairperson and the Deputy Chairperson, the Directors present shall elect one of their members to preside and perform the functions of Chairperson of the meeting, subject to the quorum for the meeting being met.

ARTICLE 13
APPOINTMENT OF DIRECTORS TO BE GAZETTED

The appointment of any person as Chairperson, Deputy Chairperson, Director or alternate Director and the termination of any such appointment shall be published in the official Gazette of each Member Territory.

ARTICLE 14
FUNCTIONS OF THE BOARD

(1) The general administration, direction and the management of the affairs and business of the Credit Guarantee Corporation shall vest in the Board which may exercise all powers and do all acts as may be exercised or done by the Credit Guarantee Corporation.

(2) In carrying out its functions, the Board shall —

(a) ensure that the objectives of the Credit Guarantee Corporation are carried out;

(b) set the strategic objectives and targets of the Credit Guarantee Corporation through the preparation of at least a two-year strategy plan that fully describes the activities of the Credit Guarantee Corporation and which shall be reviewed semi-annually, or as the Board directs;

(c) ensure the implementation of appropriate systems and procedures to achieve the Credit Guarantee Corporation's strategic objectives and targets;

(d) review and adopt business plans of the Credit Guarantee Corporation;

(e) establish eligibility criteria on an annual basis for the financial soundness of Participating Lenders;

(f) 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 Credit Guarantee Corporation, including risk in relation to the management of the Credit Guarantee Fund;

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

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

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

(3) The Board shall ensure that the strategic objectives and targets of the Credit Guarantee Corporation address the following —

(a) performance and long-term service, financial and sustainability objectives;

(b) credit guarantee planning based on demand forecasts and targeted service levels; and

(4) The Board shall ensure that, pursuant to paragraph (3), a Credit Guarantee Fund investment strategy is developed which shall address mechanisms for ensuring the payment of credit guarantees by the Credit Guarantee Corporation to Participating Lenders, including —

(a) the establishment and maintenance of liquidity ratios; and

(b) the maximum leverage of the Credit Guarantee Fund.

ARTICLE 15
TERM OF OFFICE OF DIRECTORS

(1) Subject to paragraph (2), a Director may hold office for a term not exceeding three years and is eligible for re-appointment up to a maximum of two consecutive terms.

(2) A Director nominated by the Chambers of Commerce of two Participating Governments under paragraph (2)(c) of Article 11 may hold office for a term not exceeding two years and is not eligible for re-appointment until such time as the alphabetical rotation of the Chambers of Commerce of each Participating Government allows.

(3) A person appointed to fill a vacancy in the Board shall hold office for the unexpired term of his predecessor and, except for a Director representing the micro, small and medium sized business community as selected according to paragraph (2)(d) of Article 11, is eligible for re-appointment up to a maximum of two consecutive terms.

ARTICLE 16
ALTERNATES FOR BOARD

(1) Alternate members of the Board may be appointed, and the appointment shall be performed in the same manner as the appointment of Directors as provided in Article 11.

(2) A person appointed as an alternate Director shall function as a Director in the absence of the Director for whom he is alternate.

(3) The provisions of this Agreement that apply to Directors apply also to alternate Directors.

ARTICLE 17
VACANCY IN THE BOARD

(1) A vacancy in the membership of the Board exists where a Director —

(a) dies;

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

(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

(e) is found by two- thirds of all of the members of the Board to —
1. (i) be unable to discharge his functions;
1. (ii) have misbehaved in office; or
1. (iii) have neglected his duties.

(2) The Chairperson 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 or other entity which nominated the Director whose position has become vacant.

ARTICLE 18
REMUNERATION OF THE BOARD

(1) The Board shall be paid such remuneration as may be agreed by the Board of Directors when the Board is established and subsequently adjusted by the Board as necessary.

(2) Remuneration paid to the Board shall de disclosed in accordance with the auditor's report and annual reports prepared by the Board.

ARTICLE 19
DIRECTORS TO DECLARE INTEREST

(1) A Director who has an interest, whether directly or indirectly in a contract or proposed contract with the Credit Guarantee Corporation or whose material interest in a corporation or undertaking is likely to be affected by a decision of the Board shall disclose to the Board the nature of his interest as soon as the relevant facts come to his knowledge.

(2) A disclosure under paragraph (1) —

(a) shall be recorded in the minutes of the meeting; and

(b) disqualifies a Director from —
1. (i) voting on the matter; and
1. (ii) being present or taking part in 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 Credit Guarantee Corporation in any matter with which the Credit Guarantee Corporation is concerned if —

(a) he is a Director, shareholder, agent or employee of a corporation or undertaking that is —
1. (i) a party to a contract or proposed contract with the Credit Guarantee Corporation; or
1. (ii) a qualifying enterprise for which a participating lender requests or has received a credit guarantee from the Credit Guarantee Corporation; or

(b) his relative holds an interest in that corporation or undertaking.

(4) For the purpose of this Article, a 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) A Director shall report in writing his financial interest on an annual basis to the Board.

(6) For the purpose of paragraph (3)(b), “relative” means spouse, parent, child, brother or sister or the parent, child, brother or sister of his spouse.

ARTICLE 20
MEETINGS OF THE BOARD

(1) The Board shall hold meetings at least once every three months.

(2) The Chairperson shall call a special meeting of the Board within seven days of receiving a request for a meeting that is addressed to him and is signed by any three Directors.

(3) The Chairperson shall cause to be prepared and delivered to all members of the Board an agenda and supporting documentation for each agenda item, at least seven days prior to meetings and two days prior to special meetings.

(4) Five Directors shall constitute a quorum. If the size of the Board increases, the size of the quorum shall be at least 60 per cent of the total Board membership.

(5) Decisions of the Board shall be made by a majority of the votes of the members present.

(6) Directors —

(a) may, notwithstanding the provisions of paragraphs (2) and (5), make decisions otherwise than in a meeting convened, by circulating the supporting information among the Directors;

(b) may signify their opinion on the matter or question in writing, by electronic mail, facsimile or by telephone;

(c) shall place a matter or question arising otherwise than in a meeting for discussion at a meeting of the Board if a difference of opinion arises among them.

(7) Decisions made under paragraph (6) shall be brought up for consideration at the next meeting of the Board.

(8) The Board may hold or continue a meeting by the use of any means of communication by which all the participants can hear and be heard at the same time, and members who participate in such a meeting are taken for all purposes to have been present at the meeting.

(9) The Board may regulate its own procedure at meetings.

ARTICLE 21
COMMITTEES OF THE BOARD

(1) The Board may appoint Committees of the Board and delegate any of its functions to them.

(2) Committees appointed by the Board shall examine and report to the Board on the matters for which they are responsible arising out of or connected with any of their functions.

(3) A Committee shall consist of —

(a) at least three members of the Board, one of whom shall be the Chairperson of the Committee; and

(b) not more than three other persons who may or may not be members of the Board.

(4) The Board shall determine the quorum and procedure to be followed by any Committee constituted pursuant to this Article.

ARTICLE 22
POLICY COMMITTEE

(1) The Board shall appoint a Policy Committee of the Board which shall, for the purpose of paragraph (3) of Article 21, include the Chief Executive Officer of the Credit Guarantee Corporation, ex officio.

(2) The purpose of the Policy Committee is to recommend policies for the entire operation of the Credit Guarantee Corporation, which may include —

(a) formulating, developing, monitoring and reviewing policies that reflect the major functions of the Credit Guarantee Corporation;

(b) documenting policies and procedures of the Credit Guarantee Corporation when necessary to reflect new structures or functions that may arise;

(c) reviewing, analysing, and revising policies and procedures to ensure conformity with changes in the Credit Guarantee Corporation's internal procedures.

(3) Policies developed pursuant to paragraph (2) shall include a dividend policy established for the purpose of regulating the distribution, if necessary, of net income of the Credit Guarantee Corporation.

(4) The Policy Committee shall assemble and document the existing policies and procedures of the Credit Guarantee Corporation in a format that provides historical perspective, ensures continuity of purpose, and facilitates training for the Board, Officers, and employees of the Credit Guarantee Corporation.

(5) The Policy Committee shall elect one of its members, other than an ex officio member, as Chairperson.

(6) The Policy Committee shall meet at least once per year.

ARTICLE 23
FINANCE COMMITTEE

(1) The Board shall appoint a Finance Committee of the Board which shall, for the purpose of paragraph (3) of Article 21, include the Chief Financial Officer of the Credit Guarantee Corporation, ex officio.

(2) The Chief Financial Officer shall not participate in meetings of or make decisions on behalf of the Finance Committee for compensation issues falling under paragraph (3).

(3) The Finance Committee shall, in relation to compensation of Directors, Officers and employees —

(a) make recommendations to the Board and collaborate with the Policy Committee with respect to the Credit Guarantee Corporation's compensation policies, plans, benefit programmes and overall compensation policy including —
1. (i) annual base salaries;
1. (ii) incentive bonuses;
1. (iii) employment agreements and severance arrangements; and
1. (iv) any other benefits, compensation, or arrangements;

(b) review and make recommendations to the Board with respect to general compensation goals and guidelines for the Chief Executive Officer and other Officers of the Credit Guarantee Corporation and the criteria by which bonuses and other awards are determined; and

(c) collaborate with the Policy Committee to ensure that the Credit Guarantee Corporation structures its compensation plans, policies and programmes in a manner designed to attract and retain the best available personnel for positions of substantial responsibility.

(4) The Finance Committee shall, in relation to the budget of the Credit Guarantee Corporation, be responsible for overall policy matters relating to the budget programme and for coordinating the preparation of the budget, which may include —

(a) receiving and reviewing the proposed annual budget;

(b) evaluating expenditure proposals and revenue measures to ensure that planned expenditure and revenue decisions set out in the budget documents are adequately prepared;

(d) recommending the approval of the final budget to the Board;

(e) receiving and analysing performance reports regarding the implementation of budgets; and

(f) suggesting corrective measures to improve efficiency and achieve budgetary goals.

(5) The Finance Committee shall elect one of its members, other than an ex officio member, as Chairperson.

(6) The Finance Committee shall meet at least four times per year.

(7) The Finance Committee shall report to the Board four times per year within one month of the end of each quarter in the fiscal year.

(8) The Finance Committee shall review the financial sustainability of the Credit Guarantee Corporation on an annual basis.

(9) The Finance Committee shall prepare an annual report which shall be presented to the Board.

ARTICLE 24
AUDIT AND RISK COMMITTEE

(1) The Board shall appoint an Audit and Risk Committee of the Board which shall, for the purpose of paragraph (3) of Article 21, include the Chief Financial Officer of the Credit Guarantee Corporation, ex officio, who shall not have the power to cast a vote.

(2) The Audit and Risk Committee shall, in relation to the audit of the accounts of the Credit Guarantee Corporation, provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws and regulations, which may include —

(a) reviewing the budgets and performance standards and benchmarks set by the Board;

(b) considering internal controls and reviewing their effectiveness;

(c) reviewing significant accounting and reporting issues and professional and regulatory developments to understand the potential impact on financial statements;

(d) recommending to the Board, the appointment and subsequent rotations of qualified independent auditors;

(e) ensuring the conduct of an independent annual external audit; and

(f) obtaining and reviewing the results of the audit with management and external auditors.

(3) The Audit and Risk Committee shall elect one of its members, other than an ex officio member, as Chairperson and the person so elected shall have an original and a casting vote.

(4) The Audit and Risk Committee shall meet at least twice per year.

(5) The Audit and Risk Committee shall prepare an annual report which shall be presented to the Board.