Board of Directors

(1) There shall be a Board of Directors of not more than nine (9) persons appointed by the Minister, of whom six (6) shall be persons not holding offices of emolument in the public service in Belize, and three (3) shall be Government representatives serving as ex-officio directors. (2) In accordance with subsection (1) of this section, the Board shall Comprise, (a) one (1) person, not being a person holding an office of emolument in the public service of Belize, appointed by the Minister in his sole discretion; 14 (b) the following three (3) representatives, (i) the Financial Secretary or a representative appointed by him; (ii) the Chief Executive Officer of the Ministry of Economic Development or a representative appointed by him; and (iii) the Chief Executive Officer of the Ministry of Agriculture or a representative appointed by him; (c) five (5) representatives of the private sector nominated by the following organizations, (i) one person nominated by the Belize Chamber of Commerce and Industry; (ii) one person nominated by the Belize Bar Association; (iii) one person nominated by the Belize Institute of Chartered Accountants of Belize; (iv) subject to subsection (4) (b) of this section, one person nominated by the Association of Tertiary Level Institutions of Belize; (v) subject to subsection (4) (b) of this section, one person nominated by the Belize Credit Union League. (3) The organizations referred to in subsection (2) (c) of this section, shall appoint candidates of good character, 15 integrity and who possess capacity in at least one of the following fields, (a) law; (b) accounting; (c) (d) banking; (e) agriculture; (f) industry; (g) commerce; (h) education; (i) tourism; (j) micro-enterprises, Provided however, that no person who has any of the attributes outlined in subsection (15) (a) to (e) of this section, shall be nominated or appointed as director. (4) Where, (a) one or more of the organizations referred to in subsection (2) (c) of this section do not nominate a person to serve as director of the Corporation in accordance with this section; or (b) the Board decides that a different private sector organization should comprise 16 membership of the Board in substitution for the organization representative stipulated in subparagraph (iv) or (v) of subsection (2) (c) of this section, the Board shall, by resolution, identify a private sector organization suitable for representation on the Board and shall request of that organization a nomination for appointment by the Minister. (5) The person appointed pursuant to subsection (2) (a) of this section, shall be the Chairperson of the Board. (6) The Chairperson shall hold office for a period of three (3) years from the date of appointment but may be re- appointed by the Minister for a second term. (7) The Board shall select a director from among its membership, to serve as Deputy Chairperson for a period of one (1) year. (8) The Deputy Chairperson shall exercise the functions of the Chairperson in case the Chairperson is absent or unable to act. (9) The Minister may appoint another person to act as a director in place of a director who is temporarily absent or unable to act as such and such appointment shall be for the period of the absence of the director and be made in accordance with this section in relation to the original selection for appointment of that absent director. (10) (a) A director appointed under subsection (2) (c) of this section, shall hold office for a period of two years from the date of appointment but may be re-appointed for an additional term upon the recommendation of the organization which made the nomination. 17 (b) No director appointed under subsection (2) (c) of this section, shall serve for more than two successive terms. (11) No member of the National Assembly shall be appointed a director. (12) (a) A quorum of members of the Board shall be a minimum of five (5) directors including the Chairperson, or the Deputy Chairperson, as the case may be, at least one (1) director from among the representatives referred to in subsection (2) (b) of this section, and at least three (3) from among the representatives referred to in subsection (2) (c) of this section. (b) The Board will meet at least ten (10) times in each year but not including meetings of Board sub-committees. (13) A director who is not holding an office of emoluments in the public service may resign his post by giving the Minister, through the Chairperson, a written notice of resignation outlining his reasons for resignation, and a copy of the notice shall be sent to the Governor of the Central Bank of Belize. The Chairperson may resign his post by giving written notice of resignation to the Minister outlining his reasons for resignation, and a copy of the notice shall be sent to the Governor of the Central Bank of Belize. (14) The names of the directors appointed and every change and new appointment shall be published in the Gazette. (15) Upon the advice of the Board, the Minister shall terminate the appointment of any director if such director, (a) becomes of unsound mind or is 18 (b) incapable of carrying out his duties; becomes bankrupt or compounds with, or suspends payment to, his creditors; (c) is convicted and sentenced to a term of imprisonment or to death; (d) is convicted of any offence involving dishonesty; (e) is guilty of misconduct in relation to his duties; (f) fails to carry out any of the duties or functions conferred or imposed on him under this Act; or (g) refuses to act, or withholds information as required to be disclosed under section 11(1) of this Act. (16) A director’s seat on the Board, including the seat of the Chairperson, shall become vacant if that director, (a) dies; (b) resigns by writing under his hand addressed to the Chairperson, or the Minister, as the case may be; (c) is absent, except on leave granted by the Board, from three consecutive meetings of (d) becomes disqualified under subsection (15) from being a director; or 19 (e) in the case of private sector directors, is found by two thirds (2/3) of all members of the Board to be unable to discharge his functions, whether arising from infirmity of mind or body or any other cause, or for misbehaviour, serious neglect or misconduct in office. (17) The remuneration payable to directors shall be approved by the Minister, and be published in the Annual Report of the Corporation each year.