Revised Laws of Saint Lucia (2023)

PART III
BOARD OF DIRECTORS

Article 13: Composition of Board of Directors

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   (1)   Subject to paragraph (2) of this article and paragraph (1) of article 14 the Board shall consist of 7 directors as follows—

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      (a)     one director appointed by the Class A shareholder;

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      (b)     one director appointed by the Class B shareholder;

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      (c)     two directors appointed by the Class C shareholder;

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      (d)     one director appointed by the Class D shareholder;

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      (e)     one director appointed by the Class E shareholder; and

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      (f)     one director appointed by the Class F shareholder.

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   (2)   Where the International Finance Corporation ceases to be a shareholder the Board shall consist of 6 directors as set out at subparagraphs (a) to (d) and (f) of paragraph (1) of this article.

Article 14: Appointment and terms of office of the first Board of Directors

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   (1)   Save for the directors appointed by the Class E and F shareholders respectively, the members of the first Board shall be appointed by the Governor of the Central Bank after consultation with the Council and the Class A, Class B, Class C and Class D shareholders respectively.

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   (2)   The directors of the first Board other than the directors appointed by the Class E and F shareholders shall hold office until the first annual general meeting.

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   (3)   Directors appointed by the Class E and F shareholders whether as members of the first Board or otherwise hold office for the term specified in their instrument of appointment or until there is no longer a Class E or F shareholder, whichever first occurs.

Article 15: Term of office of Directors

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   (1)   A director, except a director appointed by Class E or F shareholder, holds office for 2 years and shall be eligible for re-appointment.

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   (2)   A vacancy in the Board shall be filled by the Class of shareholders which appointed the director to be replaced.

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

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   (Amended by S.I. 34/1996)

Article 16: Alternate directors

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   (1)   The shareholders of the Bank may appoint alternate directors in the same manner as the appointment of directors.

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

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

Article 17: 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)     is of unsound mind and has been so found by a Medical Board or a tribunal in one of the member territories or elsewhere; (Amended by S.I. 34/1996)

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   (c)     is debarred from practicing his profession on account of any act involving dishonesty;

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   (d)     has been convicted of an offence and sentenced to a term of imprisonment in excess of 6 months;

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

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

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

Article 18: Vacation of Office of Directors

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   (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 17 from being a director; or

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      (d)     is found by ²/₃ of all of the members of the Board to be unable to discharge the functions thereof (whether arising from infirmity of mind or body or any other cause) or for misbehaviour, serious neglect, or misconduct in office,

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   his place on the Board thereupon becomes vacant.

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

Article 19: Chairman and Deputy Chairman

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   (1)   The directors of the first Board shall at their first meeting elect from among their number a Chairman and a Deputy Chairman.

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   (2)   The directors shall elect annually immediately after the annual general meeting from among their number a Chairman and a Deputy Chairman.

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   (3)   Subject to paragraphs (4) and (5) of this article the Chairman shall preside at all meetings of the Board and shall have an original and a casting vote.

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   (4)   In the absence of the Chairman, the Deputy Chairman shall preside and perform the functions of chairman of the meeting.

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   (5)   In the absence of both the Chairman and the Deputy Chairman, the directors present shall elect one of their number to preside and perform the functions of chairman of the meeting.

Article 20: Appointment of directors to be notified in the Gazette

The appointment of any person as Chairman, 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 Bank is located or notified to the public in the member territories in such other manner as the Board may determine.

Article 21: Meetings of the Board

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   (1)   The Board shall meet not less than once every 3 months and meetings shall be held at such time and place and on such days as the Board may determine.

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   (2)   The Chairman may at any time summon a special meeting of the Board and shall summon such a meeting within 7 days of the receipt of a requisition for that purpose addressed to him by any 3 directors.

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   (3)   Where there is a Class E shareholder, 5 directors constitute a quorum but otherwise 4 directors constitute a quorum.

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   (4)   A quorum shall include directors representing at least 3 different classes of shareholders.

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   (5)   Unless otherwise specified decisions of the Board shall be made by a majority of the votes of the members present.

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   (6)   Notwithstanding the provisions of paragraph (5) of this article, decisions may also be made by the Board otherwise than in meeting convened upon circulation of the relevant papers among members of the Board. Members of the Board may signify their opinion on the matter or question in writing, by cable, by facsimile or by telephone. If in any such case a difference of opinion arises among the members of the Board or any member of the Board so requires, the matter or question shall be reserved for discussion at a meeting of the Board.

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

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

Article 22: Executive Committee

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   (1)   The Board may appoint an Executive Committee of the Board consisting of not less than 3 directors, drawn from 3 different classes of shareholders, the General Manager and the financial officer of the Bank, to supervise asset and liability management and examine and approve financial commitments in accordance with the regulations and policies established by the Board.

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

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   (3)   The Executive Committee shall elect one of their number, other than the General Manager or financial officer, as Chairman and the person so elected shall have an original and a casting vote.

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

Article 23: Accounts

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   (1)   The shareholders shall at each annual general meeting appoint an auditor to hold office from the conclusion of the meeting until the conclusion of the next annual general meeting.

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   (2)   The accounts of all transactions of the Bank shall be audited by the auditor.