Functions of the Board

(1) The Board of Directors shall provide effective governance over management and the administration of the Corporation and be accountable to its owners for fulfilling the purposes of the Corporation. (2) Without prejudice to the generality of the foregoing, the Board shall, (a) lead the preparation of strategic business plans; (b) ensure that policies are developed and adhered to as guidelines for effective prudential management to managers and staff (c) ensure that effective internal controls are defined and adhered to in controlling the activities of the Corporation; (d) ensure that financial and operational performance is monitored regularly against annual plans and budgets; (e) ensure that risks are being managed within parameters set by the Board; and 20 (f) ensure that other duties are performed that guarantee that the Corporation is being prudently managed in the fulfilment of its (3) The Board shall establish an Audit Committee and a Credit Committee and may establish such other special purpose Committees to deal with important matters, such as providing oversight to the credit, and financial matters of the Corporation and providing direction on human resource matters respectively. (4) The Board shall ensure that no payment out of the funds of the Corporation in an amount related to a commitment greater than one hundred thousand Belize dollars (BZ$100,000) is made unless it has been authorized in writing in advance and authenticated by the joint signatures of the Chairperson or one director authorized to act in that behalf, and of the General Manager. (5) The Board may designate officers of the Corporation as authorized signing officers for purposes of making payments and making deposits at any of the Corporation’s authorized bank accounts. Managers of the Corporation who are specifically authorized by the Board, may effect disbursements for lesser commitments than that referred to in subsection (4) of this section. (6) The Board shall ensure that any loan or investment made by the Corporation is consistent with the purpose of the Corporation as stipulated in section 4 of this Act. (7) The Board shall ensure that any loan made by the Corporation is utilized for the purpose for which it was made, is disbursed in accordance with an approved project plan, is closely monitored in regard to repayment and is collected in accordance with the terms and conditions of the loan, and that any acceptable deviation from this provision shall be approved by the Board in advance in writing. 21 (8) A restructuring or major change to a loan agreement, whether relating to the timing of payments, amount of repayment, interest rate or other concession, including loan forgiveness, shall require approval by the Board effected by a resolution, and done in advance of formalizing the change with the borrower in respect of all loans in excess of one hundred thousand Belize dollars (BZ$100,000) and for all groups of loans with an aggregate value exceeding one hundred thousand Belize dollars (BZ$100,000). The nature and overall amount of all such significant changes shall be presented in the Annual (9) The Board shall establish interest rates for its lending programs in accordance with sound banking principles that reflect a consideration of the cost of funds, administrative costs and the risk of loan losses, all with a view to earning a reasonable spread on all lending activities of the Corporation. (10) The Board shall ensure that every application to the Corporation for a loan receives prompt attention and is considered strictly on its financial and economic merits and in the light of recommendations from management as to the character and credit worthiness of the applicant. (11) All loans to and investments in related groups and related parties that are in aggregate in excess of $1.5 million will be separately disclosed in the Annual Report of the (12) The Board shall ensure that the Corporation’s financial statements and internal accounts are based on the application of International Financial Reporting Standards. (13) The Board shall furnish the Minister and the Central Bank of Belize with the audited financial statements of the Corporation on a timely basis after the conclusion of the annual audit. 22 (14) The Board and every Committee established under this Act, shall record a summary of its deliberations and decisions in the form of minutes and those minutes shall contain a record of any abstentions or contrary votes of directors in attendance. (15) The Board shall ensure that the external auditor is supplied with a copy of the financial statements of the Corporation for the period under audit, on a timely basis. (16) The Board shall approve the appointment and remuneration package for all management positions.