Antigua and Barbuda Development Bank Act

Link to law: http://laws.gov.ag/acts/chapters/cap-24.pdf
Published: 1974

Antigua and Barbuda Development Bank (CAP. 24 1

CHAPTER 24

THE ANTIGUA AND BARBUDA DEVELOPMENT
BANK ACT

Arrangement of Sections
Section

1. Short title.
2. Interpretation.
3. Establishment of the Antigua and Barbuda Development

Bank.
4. Duty of the Bank.
5. Powers of the Bank.
6. Divisions of the Bank.
7. Capital of the Bank.
8. Ministerial directions.
9. Borrowing powers.

10. Guarantee by Minister of borrowings.
11. Repayment of and interest on advances and sums issued

to meet guarantee.
12. Securities.
13. Reserve Fund.
14. Accounts and Audit.
15. Annual report.
16. General Manager, secretary and ,other staff.
17. Power to delegate.
18. Enforcement of securities.
19. Power to appoint a receiver, etc.
20. Power to Bank to act as agent for the Government.
2 1. Power to make regulations.

SCHEDULE.

LAWS OF ANTIGUA AND BARBUDA

Antigua and Barbuda Development Bank (CAP. 24 3

ANTIGUA AND BARBUDA DEVELOPMENT BANK

(1st February, 1974.)

1. This Act may be cited as the Antigua and Barbuda short title.
Development Bank Act.

2. In this Act- Interpretation.
"agricultural development enterprise" means an

agricultural or livestock enterprise operated on a
commercial basis;

"the Bank" means the Antigua and Barbuda Develop-
'

ment Bank established in accordance with this Act;

"the Board" means the Board of Directors of the Bank
constituted in accordance with this Act;

"the chairman" means the chairman of the Board;

"debenture" includes debenture stock;
6' development enterprise" means an industrial enter-

prise, a tourist industry enterprise, a housing enter-
prise, an agricultural development enterprise or any
enterprise that may from time to time be approved
as a development enterprise by the Minister by
order;

"director" means a director of the Bank;

"financial year" means the period of twelve months
beginning on the first day of January in any year:

Provided that the period beginning on the date
of the commencement of this Act and ending on
the thirty-first day of December next following shall
be deemed to be a financial year;

"functions" includes powers and duties;
c ' housing enterprise" means an enterprise in Antigua

and Barbuda in which is carried on the business
of constructing or facilitating the construction or
purchase of dwelling houses;

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CAP. 24) Antigua and Barbuda Development Bank

"industrial enterprise" means an enterprise in Antigua
and Barbuda in which is carried on the business
of-

(a) manufacturing, processing, assembl-
ing, installing, overhauling, reconditioning,
altering, repairing, cleaning, packaging,
transporting or warehousing of goods;

(b) drilling, construction, engineering,
technical surveys or scientific research;

(c) operating a mine or quarry;

(d) operating a commercial transport
service;

(e) supplying premises, machinery or
equipment for any business mentioned in
paragraph (a), ( b ) , (c), or (6) hereof under a
lease, contract or other arrangement whereby
title to the premises, machinery or equipment
is retained by the supplier;

"Minister" means the Minister charged from time to
time with the responsibility for the affairs of the
Bank;

c < secretary" means the secretary of the Board;

"share" includes stock;

"shareholder" means a shareholder of the Bank;

"tourist industry enterprise" means an enterprise in
Antigua and Barbuda in which is carried on the
business of-

(a) supplying hotel accommodation or
other facilities principally intended for visitors
to Antigua and Barbuda or;

(b) supplying premises or equipment for
any business referred to in paragraph (a) hereof
under a lease, contract or other arrangement
whereby title to the premises or equipment is
retained by the supplier.

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Antigua and Barbuda Development Bank (CAP. 24 5

3. (1) There is hereby established the Antigua and ~ ~ ~ ~ ~ ; ; ~ , " d f
Barbuda Development Bank which shall be a body corporate ~ ~ ~ b ~ d ~
with perpetual succession and a common seal with power i : ; p m e n t
to purchase, take, hold and dispose of land and other pro-
perty of whatever kind, to enter into contracts, to sue and
be sued in the said name and to do all things necessary for
the purposes of this Act.

(2) The provisions of the Articles set out in the Schedule.
Schedule shall have effect as to the constitution, operation
and expenses of the Bank and otherwise in relation thereto.

(3) The seal of the Bank shall be authenticated id the
manner prescribed in the Schedule and shall be judicially
and officially noticed.

4. (1) Subject to the provisions of this Act, it shall :;.of the
be the duty of the Bank-

( a ) to assist persons in establishing, carrying on
or expanding development enterprises by participating
in share capital, granting loans and providing other
forms of financial assistance to such persons;

( b ) to foster the development of money and capital
markets in Antigua and Barbuda.

(c) directly or indirectly to lend money on mort-
gage to individuals for housing purposes;

(4 to assist persons in pursuing courses of educa-
tion approved by the Board by making loans and
providing other forms of financial assistance to such per-
sons; and

( e ) directly or indirectly to engage in such construc-
tion activity as may be necessary for the better perfor-
mance of its functions and duties.

(2) The Bank shall in the performance of its duty-

( a ) ensure that every application dealt with on
behalf of the Bank is considered principally on its finan-
cial and economic merits;

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6 CAP. 24) Antigua and Barbuda Development Bank

( 6 ) take all such measures as may be necessary to
ensure that any financial assistance rendered by the Bank
to any development enterprise is utilized for the pur-
pose for which it is given.

(3) The Bank shall not make an investment in or other-
wise transact business with an enterprise in which a director
of the Bank is a partner or shareholder, or is in any other
way directly or indirectly interested, unless the transaction
is unanimously approved by the other directors of the Bank.

(4) A director who is directly or indirectly interested
in a contract made or proposed to be made by the Bank-

( a ) shall disclose the nature of his interest; and

( b ) shall not take part in any deliberation or deci-
sion of the Bank with respect to that contract.

Powers of the
Bank.

5 . ( 1 ) Subject to the provisions of this Act, the Bank
may, for the purpose of performing any of its functions under
this Act, do anything and enter into any transaction which,
in the opinion of the Bank, is necessary to ensure the proper
performance of its functions.

(2) In particular and without prejudice to the gener-
ality of the provisions of subsection ( 1 ) the Bank may-

( a ) underwrite new issues of stocks, shares, bonds,
debentures and other securities;

( b ) guarantee loans made from private investment
sources;

(c) sell investments of whatever kind belonging to
the Bank as and when appropriate;

(6) carry out transactions involving unit trust
schemes and mortgages;

(e) furnish financial advice and provide or assist
in obtaining managerial, technical, and administrative
services for development enterprises in Antigua and
Barbuda.

Divisions of the 6. Transactions relating to the following divisions of
Bank.

the Bank, narnely-

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A n t i ~ u a and Barbuda Development Bank (CAP. 24 7

( a ) industrial and tourist development;

( 6 ) housing;

(c) agricultural development;

(d) other development projects,
shall be distinguished so far as possible and shall be record-
ed and dealt with separately in the annual accounts and
reports of the Bank.

7. ( 1 ) Subject to the provisions of this section the ~~~~~ of the
authorized capital of the Bank shall be five million dollars
divided into one million shares of the par value of five dollars
each.

(2) The Government of Antigua may subscribe for the
said five million dollar shares or such other amount as the
Minister may from time to time determine at par:

Provided that any person may subject to regulations
made pursuant to section 2 1, subscribe for and hold shares
in the Bank.

( 3 ) The Bank may, from time to time, with the approval
of the Minister, vary the amount of the authorized capital
of the Bank.

8. ( 1 ) Subject to the provisions of this section, the ~ ~ ~ ~ ; ~ ~ ~ ; 1
Minister may, after consultation with the chairman, give the
Board such directions of a general character as to the policy
to be followed by the Bank in the exercise and performance
of its functions as appear to the Minister to be necessary
in the public interest.

(2) The Bank shall furnish the Minister with such
returns, accounts and other information as he may require
with respect to the property and activities of the Bank and
shall afford to him facilities for verifying such information
in such manner and at such times as he may reasonably
require.

( 3 ) The power of the Minister to give directions to the
Board shall include power to give directions whether of a
general character or otherwise, as to the exercise by the Bank
of its borrowing powers.

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CAP. 24) Antigua and Barbuda Development Bank

Borrowing
powers.

9. (1) Subject to the provisions of this Act, the Bank
may borrow sums required by it for meeting any of its obliga-
tions or discharging any of its functions.

( 2 ) The aggregate of the liabilities of the Bank outstand-
ing at any one time, including direct liabilities such as bonds
and debentures issued by the Bank and the contingent
liabilities of the Bank in the form of guarantees given or
underwriting agreements entered into. by it, shall not at any
time exceed seven times the aggregate amount of the paid-
up capital and the reserve fund for which provision is made
in section 13.

Guarantee by
Minister of

10. (1) With the approval of the House of Represent-
borrowings. atives the Minister may guarantee, in such manner and on

such conditions as he may think fit, the repayment of the
principal and the payment of interest on any authorized bor-
rowings of the Bank.

( 2 ) Where the Minister is satisfied that there has been
default in the payment of any principal moneys or the pay-
ment of interest guaranteed under the provisions of this sec-
tion he shall direct the payment out of the Consolidated Fund
of the amount in respect of which there has been such default
and such payment shall be a charge on the Consolidated
Fund.

Repayment of
and interest on

1 . The Bank shall make to the Accountant-General.
advances and at such times and in such manner as the Minister or other
sums issued to person designated by the Minister may direct payments of
meet guarantee.

such amounts as may be so directed in or towards repay-
ment of advances made to the Bank by Government and
of any sums issued in fulfilment of any guarantee given under
section 10, and payments of interest on what is outstanding
for the time being in respect of such advances and of any
sums so issued at such rate as the Minister may direct and
different rates of interest may be directed as respects different
advances and sums and as respects interest for different
periods.

Securities. 12. The Bank-
(a) may issue debentures or bonds for the purpose

of exercising its borrowing powers under section 9; and

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Antigua and Barbuda Development Bank (CAP. 24 9

- -

( b ) shall establish a sinking fund for the redemp-
tion of debentures so created; and

(c) may postpone sinking fund contributions for
such period or periods of time and subject to such con-
ditions as may be approved by the Minister.

13. The Bank shall set aside in each calendar year Reserve Fund.
out of the net profits (if any) of the Bank a minimum of
twenty-five per centum of such profits towards a reserve fund
to meet contingencies and for such other purposes as the
Bank may think fit until the total amount standing to the
credit of such reserve fund shall amount to a sum equal to
its paid-up capital.

14. (1) The Bank shall keep proper accounts and irz.nts and
other records in relation to the business of the Bank and
shall prepare annually a statement of accounts in a form
satisfactory to the Minister, being a form which shall con-
form with the best commercial standards.

(2) The accounts and records shall be kept in such a
manner as to secure the provision of separate information
as respects each of the main divisions of the Bank, and to
show as far as may be, the financial and operating results
of each such division.

(3) The accounts of the Bank shall be audited by an
auditor or auditors appointed annually by the Bank and
approved by the Minister.

(4) So soon as the accounts of the Bank have been
audited, the Bank shall send the statement of its accounts
referred to in subsection (1) of this section to the Minister
together with a copy of any report made by the auditors on
that statement or on the accounts of the Bank.

(5) The auditors' fees and any expenses of the audit
shall be paid by the Bank.

(6) The Director of Audit shall be entitled, on the direc-
tion of the Minister, at all reasonable times to examine the
accounts and other records in relation to the business of the
Bank.

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10

Annual report.

General
Manager,
secretary and
other staff.

Power to
delegate.

CAP. 24) Antigua and Barbuda Development Bank

15. (1) The Bank shall, not later than two months
after the end of each financial year, cause to be made and
transmitted to the Minister a report dealing generally with
the activities of the Bank during the preceding financial year,
and containing such information relating to the proceedings
and policy of the Bank as can be made public without detri-
ment to the interests of the Bank.

(2) The Minister shall cause a copy of the report
together with the annual statement of accounts and the
auditors' report thereon to be laid on the Table of the House
of Representatives and of the Senate.

(3) Copies of the Bank's report together with the annual
statement of accounts and the auditors' report on that state-
ment or on the accounts of the Bank shall be published in
such manner as the Minister may direct and shall be made
available to the public by the Bank at a reasonable price.

16. The Bank may appoint and employ at such
remuneration and on such terms and conditions as it thinks
fit a general manager, a secretary and such officers, agents
and servants as it deems necessary for the proper carrying
out of its functions under this Act:

Provided that-

(a) no salary exceeding twelve thousand dollars per
annum shall be assigned to any post without the prior
approval of the Minister; and

(b) subject to any regulation pursuant to paragraph
(a) of section 21, no provision shall be made for the
payment of any pension, gratuity or other retiring
benefits to any employee of the Bank without the prior
approval of the Minister.

17. (1) Subject to the provisions of this Act, the Bank
may delegate to any director or employee of the Bank the
power to carry out on behalf of the Bank such functions as
the Bank may determine.

(2) Every delegation under this section shall be revocable
by the Bank and no delegation shall prevent the exercise
by the Bank of any function delegated.

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Antigua and Barbuda Development Bank (CAP. 24 11

18. Where any property mortgaged as security for Enforcement of
securities. a loan under the provisions of this Act is acquired by the

Bank, the Bank may either manage and hold such property
or carry on any business with such property or sell or other-
wise dispose of it as it may deem fit.

19. (1) Notwithstanding that a loan granted or Power to appoint
a receiver, etc.

guaranteed by the Bank may not have been secured by a
mortgage, the Bank may if a borrower defaults in respect
of a loan granted or guaranteed by the Bank appoint a
receiver in respect of the Business in connection with which
the loan was granted or guaranteed, and a receiver so
appointed shall have the same powers mutatis mutandis as a
receiver appointed pursuant to the power conferred on a
mortgagee by paragraph (c) of section 10 of the Trustees Cap-447.
and Mortgagees Act.

(2) A person appointed by the Bank to be a receiver
pursuant either to the power conferred on it by a mortgagee
by paragraph (c) of section 10 of the Trustees and Mortgagees
Act or to the power conferred on the Bank by subsection
(1) of this section shall, if the Bank so appoints, be also the
Manager of the business in respect of which the loan was
granted or guaranteed and the effect of such an appoint-
ment shall be the same as if the person so appointed had
been appointed by the High Court to be the receiver and
manager of such business.

(3) No person appointed by the Bank to be a receiver
and manager shall be deemed to be an officer of the High
Court.

20. The Bank may act generally as agent for the E:t;zfg2
Government where it can do so appropriately and in a man- for the
ner not inconsistent with its functions under this Act. Government.

21. The Minister may make regulations- Power to make
regulations.

(a) in relation to the grant of pensions, gratuities
and other benefits to employees of the Bank and their
dependants, and to the dependants or estate of deceas-
ed employees of the Bank;

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12 CAP. 24) Anttgua and Barbuda Development Bank

Board of
Directors.

(6) regulating the acquisition and holding of shares
in the Bank by persons and the rights of such persons
including, but without prejudice to the generality of the
foregoing, such matters as the keeping of registers of
shareholders, the procedure for calls, forfeiture and sur-
render of shares in the event of default of payment, the
transfer of shares, the capitalization of surpluses, the
declaration and payment of dividends, the holding of
meetings, proceedings at such meetings and voting
rights; and

(6) generally for the better carrying out of the
objects and purposes of this Act.

SCHEDULE (Section 3(2) )

1. (1) There shall be a Board of Directors of the Bank
which, subject to the provisions of this Act, shall be responsible for
the policy and the general administration of the affairs of the
Bank.

(2) The Board shall consist of not less than five nor more
than eleven directors appointed by instrument in writing by the
Minister from persons appearing to the Minister to have ability
and experience in matters relating to industry, agriculture, hous-
ing, commerce, finance, economics, engineering, accountancy or
law:

Provided that no less than four such Directors shall be selected
for appointment from among members of the public (other than
public officers) having ability and experience in matters relating
to industry, agriculture, housing and tourism.

(3) Subject to section 21 of this Act, the Board may, with
the approval of the Minister, make rules for the conduct of the
Bank's business.

Temporary 2. The Minister may appoint any person to act temporarily
appointments. in the place of any director of the Bank in the case of the absence,

inability or refusal to act of such director.

Chairman. 3. (1) The Minister shall appoint one of the directors to
be the Chairman thereof.

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Antigua and Barbuda Development Bank (CAP. 24 13

(2) The Minister shall appoint one of the directors to be the
deputy chairman thereof.

(3) In the case of the absence or inability to act of the Chair-
man, the deputy chairman shall exercise the functions of the
chairman.

(4) In the case of the absence or inability to act at any meeting
of both the chairman and the deputy chairman the remaining
directors shall elect one of their number to act as chairman of
that meeting.

4. Subject to the provisions of this schedule, a director of Tenure of office.
the Bank shall hold office for such a period not being less than
three years nor more than five years as shall be specified in the
instrument appointing him and shall be eligible for re-appointment
upon the expiration of his period of office.

5 . (1) Any director of the Bank other than the chairman Resignation.
may at any time resign his office by instrument in writing addressed
to the Minister and transmitted through the chairman and from
the date of the receipt by the Minister of such instrument such
director shall cease to be a director of the Bank.

(2) The chairman may at any time resign his office by
instrument in writing addressed to the Minister and such resigna-
tion shall take effect as from the date of the receipt of such instru-
ment by the Minister.

6. The Minister may at any time revoke the appointment Removal of
of any director if he considers it expedient so to do and shall revoke
the appointment of any director if a unanimous vote to that effect
is passed by resolution of the other directors.

7. No person who is a member of the House of Represent- Members of
atives or the Senate shall be appointed a director of the Bank. ~ , " ~ " , s ~ ~ t a t i v e s

and Senate
excluded.

8. The names of all directors of the Bank as first constituted Publication of
and every change in the composition thereof shall be published Tazlpsition Of
in the Gazette.

9. (1) The seal of the Bank shall be authenticated by the Authentication of
signatures of the chairman or one director of the Bank authorized zO",'d,",dntnt.
to act in that behalf and the secretary of the Board.

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14 CAP. 24) Antigua and Barbuda Development Bank

(2) All documents, other than those required by law to be
under seal, made by, and all decisions of, the Board may be
signified under the hand of the chairman or any director authorized
to act in that behalf or the secretary of the Board.

Procedure and
meetings.

10. (1) The Board shall meet at such times as may be
necessary or expedient for the transaction of business, and such
meetings shall be held at such places and times and on such days
as the Board shall determine.

(2) The Chairman may at any time call a special meeting
of the Board and shall call a special meeting to be held within
seven days of a written request for that purpose addressed to him
by any two directors of the Bank.

(3) The chairman or, in the case of the absence or inability
to act of the chairman, the deputy chairman or the person elected
to act as chairman, in accordance with the provisions of sub-
paragraph (4) of paragraph 3 of this Schedule shall preside at the
meetings of the Board, and when so presiding the chairman, deputy
chairman or the person elected as aforesaid to act as chairman,
as the case may be, shall have an original and a casting vote.

(4) The quorum of the Board shall be three including the
chairman or the deputy chairman or the person elected to act as
chairman as aforesaid.

(5) Subject to the provisions of this Schedule the Board may
regulate its own proceedings.

(6) The validity of any proceedings of the Board shall not
be affected by any vacancy amongst the directors of the Bank or
by any defect in the appointment of a director thereof.

Remuneration of 11. There shall be paid to the chairman and other direc-
directors. tors of the Bank such remuneration, if any (whether by way of

salaries or travelling or other allowances) as the Minister may
determine.

Funds of the 12. The funds of the Bank shall consist of such moneys
Bank. as may lawfully be paid to the Bank.

Protection of 13. Notwithstanding anything to the contrary no act done
Bank. or proceeding taken under this Act by the Bank shall be question-

ed on the ground of any omission, defect or irregularity not affect-
ing the merits of the case.

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Antkua and Barbuda Development Bank (CAP. 24 15

14. (1) No action, suit, prosecution or other ~roceedings Protection of
shall be brought or instituted personally against any director of gziy
the Bank in respect of any act done bona fide in pursuance or
execution or intended execution of this Act.

(2) Where any director of the Bank is exempt from liability
by reason only of the provisions of this paragraph the Bank shall
be liable to the extent that it would be if the said director were
a servant or agent of the Bank.
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