CENTRAL BANK OF SEYCHELLES ACT, 2004

(Act 12 of 2004)

PART III – BOARD OF DIRECTORS, HEAD OFFICE AND BRANCHES

5. (1) There shall be a Board of Directors of the Bank which shall be responsible for the policy and affairs of the Bank and in which all the powers of the Bank shall be vested.

(2) The Board shall consist of –

(a) the Governor;

(b) the Deputy Governor; and

(c) four other members.

(3) The term of office of a member of the Board referred to in subsection (2) (c) shall be six years and the members are eligible for re-appointment.

6. (1) The Governor, the Deputy Governor and the other members of the Board shall be persons of recognised standing and experience in financial matters who hold a professional qualification or university degree.

(2) The Governor and the Deputy Governor shall be appointed by the President on such terms and conditions as the President may determine and the other members of the Board shall be appointed by the President on the recommendation of the Governor on such terms and conditions as may be determined by the President.

(3) The Governor or, in his or her absence, the Deputy Governor shall –

(a) preside at the meetings of the Board;

(b) be the chief executive officer of the Bank responsible to the Board for the execution of its policy and the day-to-day management of the Bank; and

(c) subject to the provisions of this Act, Rules made in accordance with section 8 (1) or any resolution of the Board, have the power to act, contract and sign instruments and documents on behalf of the Bank and to delegate such powers to other officers of the Bank.

7. (1) A person shall not be appointed to be the Governor, Deputy Governor or member of the Board if the person –

(a) does not fulfil the requirements of section 6(1);

(b) is a director, officer, employee or shareholder of any bank, other financial institution or other entity under the regulatory jurisdiction of the Bank;

(c) is mentally or physically incapable of carrying out his or her functions under this Act;

(d) is insolvent or has been declared bankrupt whether in Seychelles or elsewhere or enters into an arrangement or composition with his creditors; or

(e) has been convicted of a felony involving dishonesty whether in Seychelles or elsewhere.

(2) Where the Governor, the Deputy Governor or a member of the Board, at any time after his or her appointment -

(i) becomes disqualified under subsection (1);

(ii) has been absent without good cause from two or more successive meetings of the Board during a period of twelve months; or

(iii) is convicted of an offence or is found to have committed an act of misconduct in the office which substantially prejudices the interests of the Bank,

the President shall remove him or her from office.

(3) No member of the Board shall be removed from office on any ground other than those specified in subsection (2).

(4) The Governor, the Deputy Governor or a member of the Board may resign his or her office by letter addressed to the President and –

(a) in the case of the Governor or the Deputy Governor giving not less than three months’ notice;

(b) in any other case, giving not less than one month’s notice.

8. (1) The Board may, subject to this Act, make rules –

(a) regulating the meetings of the Board, the functions of members of the Board and such other matters relating to the conduct of the business of the Board as it thinks fit;

(b) regulating the organisation of the Bank, the distribution of functions and responsibilities within the Bank, providing for delegation of decision-making authority and such other internal matters as it considers necessary to ensure the proper and efficient management of the Bank.

(2) The Board may establish, in addition to the audit division referred to in section 45, such other divisions and units as it may deem necessary to assist it in the performance of its functions.

(3) The Board may appoint and employ at such remuneration, terms and conditions as it may determine, the officers and employees of the Bank.

9. (1) The Board may meet as often as is necessary for the discharge of its responsibilities under this Act but it shall meet not less than 8 times in a year. Meetings of the Board shall be convened by the Governor and may also be convened upon the written request of two members of the Board.

(2) Meetings of the Board shall be convened by notice to members of the Board at least two working days before the date of the meeting except that an emergency meeting of the Board may be convened on shorter notice.

(3) A quorum for a meeting of the Board is four provided that any matter requiring urgent action may be determined by three members present at a meeting acting unanimously. The Board may by rules provide for the holding of meetings of the Board and voting at such meetings by teleconferencing or by any other electronic means of communication.

(4) Each member of the Board shall have one vote and the decisions of the Board shall be made by a simple majority of the votes cast by the members present at a meeting. In the event of an equality of votes, the Governor or the Deputy Governor presiding at the meeting shall have a casting vote.

(5) Subject to section 47(1), the proceedings of the Board shall be confidential unless the Board decides to publish all or any part of its deliberations or decisions.

(6) Minutes shall be kept of each Board meeting and shall be signed by the Governor or the Deputy Governor and the secretary of the Board.

10. (1) No member of the Board shall act as a delegate or representative of any commercial, financial, agricultural, industrial or other entity or accept directions therefrom in respect of the member’s functions under this Act.

(2) No officer or employee of the Bank shall accept or perform, without the written approval of the Board, any assignment outside his or her functions at the Bank.

(3) All members of the Board shall fully disclose to the Board any commercial, financial, agricultural, industrial or other interest that they may have in any matter which becomes the subject of consideration or action by the Board. If such interest appears to the Board to constitute a conflict of interests, the relevant member shall refrain from taking any part whatsoever in any decision affecting that matter.

(4) No person, being a member of the Board or any officer or employee of the Bank, shall accept any gift, be it in the form of a credit on favourable terms and conditions or otherwise or other monetary or non-monetary advantage for himself or herself or any person with whom he or she may have any family, business or financial connection, which would, if accepted, affect or appear to affect the proper performance of his or her duties under this Act.

(5) Any person who contravenes any provision of this section shall be guilty of an offence and liable to a fine of R10,000 and to imprisonment for six months.

11. (1) A member of the Board or an officer or employee of the Bank shall not disclose to any person any confidential information relating to the affairs of the Bank or any bank or other financial institution or other person, which he or she has acquired in the performance of his or her duties under this Act or any other law, except for the purpose of the performance of his or her duties or when required by law or ordered by a court to do so.

(2) Any person who contravenes subsection (1) shall be guilty of an offence and liable on conviction to a fine of R20,000 and to imprisonment for 1 year.

12. (1) A member of the Board or an officer or other employee or agent of the Bank shall not be liable for damages for anything done or omitted to be done in good faith in the discharge or purported discharge of his or her functions under this Act or any other Act .

(2) A member of the Board or an officer or other employee or agent of the Bank shall be indemnified by the Bank against all costs, losses and expenses incurred by such person in respect of any liability arising from the discharge or purported discharge, in good faith, of any function under this Act.

(3) The Bank may take such action as it may think fit under the circumstances against any member of the Board or an officer or other employee or agent of the Bank referred to in subsection (1) or (2).

13. (1) The Bank shall have its head office on Mahe and may establish branch offices at other places in Seychelles.

(2) The Bank may appoint agents or correspondents from time to time.