Gaming Act · schedule First Schedule

Composition and conduct of affairs of the Board

FIRST SCHEDULE

(Article 6(4))

1. (1) The Board shall establish the policies to be pursued by the Authority. In determining such policies, the Board shall follow such policy guidelines as may be set out by the Minister. The Board shall also be responsible for advising the Government in furtherance of the functions and in the attainment of the objectives of the Authority in terms of this Act.

(2) The Board of Governors shall consist of the following:

(a) a Chairperson, appointed by the Minister;

(b) not less than four but not more than six other Governors appointed by the Minister from among persons who have distinguished themselves in business, financial activities, the professions, the public services or academic affairs and who in his opinion are able to represent the points of view of the industry and players; and

(c) The Chief Executive of the Authority, who shall be a member of the Board but shall not have the right to vote on the decisions to be made thereby.

(3) The Chairperson and the other members of the Board shall be appointed for a term being not more than three years, as may be specified in the instrument of appointment. However, the members so appointed may be re-appointed on the expiry of their term of office.

(4) The Minister may designate one of the other members of the Board as Deputy Chairperson, and the member so designated shall have all the powers and perform all the functions of the Chairperson during his absence or inability to act as Chairperson, or while the Chairperson is on vacation or during any vacancy in the office of Chairperson:

Provided that the Minister may also, in any of the circumstances mentioned in this sub-article, appoint another person to act as Chairperson, and in such case the provisions of this sub-article and the provisions of the following sub-article shall apply in respect of such person.

(5) (a) A person shall not be eligible to be appointed as Chairperson or as a member of the Board of Governors, or of any other organ of the Authority, or to hold any other office with the Authority, if he:

(i) is the holder of any licence or authorisation issued by the Authority, or otherwise falls under the regulatory or supervisory functions of the Authority;

(ii) is a director, an officer or employee of such holder or other such person mentioned in sub-paragraph (i);

(iii) has a financial or other interest in any enterprise or activity directly related to gaming;

(iv) is a Minister, Parliamentary Secretary or a member of the House of Representatives;

(v) is a judge or magistrate of the courts of justice;

(vi) has been declared bankrupt or has made a composition or arrangement with his creditors;

(vii) is legally incapacitated or interdicted;

(viii) has been convicted of an offence punishable by imprisonment for a period of six months or more;

(ix) has been found guilty of an offence under this Act or any other law relating to gaming or of an offence against public trust;

(x) has engaged in or been associated with any other business practice or otherwise conducted himself in such manner as to cast doubt on his competence or soundness of judgement; or

(xi) is otherwise not a fit and proper person to hold that office.

(b) In determining whether a person is a fit and proper person, the Minister shall have regard to that person’s probity, competence and soundness of judgement for fulfilling the responsibilities of that office, to the diligence with which he is fulfilling or is likely to fulfil those responsibilities, and to whether the interests of any person are, or are likely to be, in any way threatened by his holding of that office.

(6) Subject to the provisions of this article, the office of a member of the Board shall become vacant:

(a) at the expiry of his term of office;

(b) if he resigns;

(d) if he is removed from office in terms of this article.

(7) A member of the Board may be removed if:

(a) such member is, in the opinion of the Minister, unfit to continue in office or has become incapable of properly performing his duties as a member;

(b) the behaviour or performance of the member brings into question his suitability or ability to continue as a member, in particular for behaviour that affects or may affect his reputation, independence or autonomy, or the reputation, independence or autonomy of the Authority;

(c) the member has been convicted of a criminal offence affecting public trust, or of theft or fraud, or of knowingly receiving property obtained by theft or fraud, or of bribery or of money laundering, provided that the Minister may suspend the member if he is being investigated for a criminal offence;

(d) the member fails to perform his duties for a prolonged period without any valid justification:

Provided that notwithstanding the above, it shall be a cause for the removal of a member if that member, for any reason, fails to perform his duties including attending for Board meetings, for a continuous period exceeding six months;

(e) if the member acts in contravention of sub-article (9); and, or

(f) one or more of the grounds for ineligibility envisaged in sub-article (5) arises after that member’s appointment to the Board.

(8) If a member resigns, or if the office of a member of the Board is otherwise vacant, or if a member is for any reason unable to perform the functions of his office, the Minister may appoint a person who is qualified to be appointed as a member, to be a temporary member of the Board. Any person so appointed shall, subject to sub-articles (6) and (7) hereof, cease to be a member when a person has been appointed to fill the vacancy or, as the case may be, when the member who was unable to perform the functions of his office resumes those functions.

(9) Any member of the Board who has any direct or indirect interest in any decision made or proposed to be made by the Board in pursuance of its functions under this Act or any other law shall disclose the nature of his interest at the first meeting of the Board after the relevant facts have come to his knowledge. Such disclosure shall be recorded in the minutes of the Board, and the member having an interest as aforesaid shall withdraw from any meetings at which such decision is discussed. Any such disclosure shall be communicated to the Minister without delay. Where the interest of the member is such as to disqualify him from holding office as a member of the Board, he shall report the fact immediately to the Minister and tender his resignation.

2. (1) The meetings of the Board shall be called by the Chairperson as often as may be necessary, either of his own motion or at the request of two or more members of the Board:

Provided that the Board shall meet as often as may be necessary, but not less than five times every year.

(2) (a) The Chairperson and at least two other members of the Board shall form a quorum. Decisions shall be adopted by a simple majority of the votes of the members present and voting:

Provided that, without prejudice to the other requirements of this Act, no decision shall be valid which is not supported by at least two members of the Board.

(b) Each member of the Board shall be entitled to one vote:

Provided that the Chairperson shall have an initial vote, and in the event of an equality of votes, a casting vote.

(3) Subject to the provisions of this Act, the Board may regulate its own procedure.

(4) Subject to the foregoing provisions of this article, no act or proceeding of the Board shall be invalidated merely by reason of the existence of any vacancy among its members.

(5) All acts done by any person acting in good faith as a member of the Board shall be valid as if he were a member notwithstanding that some defect in his appointment or qualification be afterwards discovered. No act or proceeding of the Board shall be questioned by a member on the ground of the contravention, by a member, of article 1(9) of this Schedule.

3. (1) The Executive Committee shall be responsible for executing the policies decided upon by the Board and for taking the necessary decisions in pursuance thereof as well as decisions in furtherance of the day-to-day management of the Authority.

(2) The Executive Committee shall be composed of the Chief Executive and the heads of the Authority's directorates, and any other persons as necessary, all of whom shall be appointed by the Board on the recommendation of the Chief Executive.

(3) The members of the Executive Committee shall be appointed for such period as may be established by the Chief Executive in the letter of appointment.

(4) The Executive Committee shall meet as often as may be necessary and, subject to the provisions of this Act, may regulate its own proceedings.