Key Benefits:
15. Continuation of Board
(1) There shall continue to be a Board of the Authority which shall be the governing body of the Authority.
(2) The Board shall consist of-
(a) a Chairperson;
(b) not less than four but not more than eight other Members, one of whom shall be the Chief Executive Officer.
(3) The Chief Executive Officer shall be an ex-officio member of the Board.
(4) All Members, except the Chief Executive Officer, shall be appointed by the Minister for a maximum period of three years on such terms and conditions as may be specified in their instruments of appointment and shall be eligible for re-appointment.
16. Qualifications for appointment as Member
(1) A person may be appointed as a Member who is-
(a) a citizen of Botswana;
(b) lawfully resident in Botswana; or
(c) a non-resident of Botswana.
(2) When appointing Members, the Minister shall ensure that the Members possess demonstrated experience and capability in a relevant discipline including, but not limited to, air transportation, industry, commerce, finance, law, engineering or government.
17. Disqualification from appointment as Member
Notwithstanding section 16, a person shall not qualify for appointment as a Member who-
(a) is, at the time of appointment, a Member of the National Assembly, a Councillor, a Chief or a land board member or officer;
(b) has in terms of any law in force in any country-
(i) been adjudged or otherwise declared bankrupt and has not been discharged, or
(ii) made an assignment, arrangement or composition with his or her creditors, which has not been rescinded or set aside;
(c) within a period of 10 years immediately preceding the date of his or her appointment, been convicted-
(i) of a criminal offence within Botswana, or
(ii) outside Botswana, of an offence which if committed in Botswana, would have been a criminal offence,
and sentenced by a court of competent jurisdiction to imprisonment for six months or more without the option of a fine, whether that sentence has been suspended or not, and for which he or she has not received a free pardon.
18. Vacation of office and filling of vacancies
(1) A Member shall vacate his or her office-
(a) if he or she becomes subject to a disqualification referred to under section 17;
(b) upon giving not less than one month's written notice to the Minister; or
(c) if his or her appointment is terminated in terms of subsection (4).
(2) As soon as possible after a vacancy occurs in the membership of the Board (including a vacancy in the office of the Chairperson), the Chairperson shall notify the Minister in writing.
(3) If a Member ceases to hold office for any reason, the Minister may, within three months of receiving the notice under subsection (2) appoint another person to take the place of that Member, and the person so appointed shall hold office for the remainder of the term of office of the Member in whose place he or she was appointed and shall be eligible for re-appointment.
(4) The Minister may terminate the appointment of a Member-
(a) if the Member conducts himself or herself in a manner that is detrimental to the efficient and proper performance of the functions of the Board;
(b) if the Member has been found to be physically or mentally incapable of performing his or her duties efficiently, and the Member's medical doctor has issued a certificate to that effect;
(c) if the Member is absent from three consecutive meetings of the Board without the prior permission of the Chairperson or if in any given year, attends less than half of the meetings of the Board; or
(d) if the Member contravenes any of the provisions of this Act.
19. Functions and powers of Board
The Board shall be responsible for the general control of the performance and management of the undertakings and affairs of the Authority, and without derogating from the generality of this provision, the Board shall-
(a) determine the general performance of the Authority;
(b) approve business plans of the Authority;
(c) determine and approve estimates of income and expenditure of the Authority;
(d) review the performance of the senior staff of the Authority;
(e) monitor the deployment and utilisation of the movable and immovable property of the Authority; and
(f) do such other things as are provided by this Act or as may be necessary for the proper implementation of this Act.
(1) The Board shall meet for the discharge of its functions as often as is necessary, but shall meet at least once in every three months at such time and place as the Chairperson may determine.
(2) Subject to this Act, the Board shall regulate its own procedure.
(3) There shall preside at any meeting of the Board-
(a) the Chairperson;
(b) in the absence of the Chairperson, such member as the members present may elect from amongst themselves for the purpose of that meeting.
(4) The Chairperson shall, in writing, give each Member at least 10 days' notice of a meeting of the Board, but may, at the request of at least two Members, call an urgent meeting of the Board upon giving a shorter notice.
(5) The notice referred to under subsection (4) shall state-
(a) the place and time of the meeting;
(b) the agenda for the meeting; and
(c) the text of any resolution to be submitted to the meeting.
(6) The Chairperson shall cause to be recorded and kept minutes of all proceedings of meetings of the Board.
(1) A simple majority of Members shall form a quorum at any meeting of the Board.
(2) A decision of a simple majority of the Members present and voting at a meeting of the Board shall be the decision of the Board, and, in the event of an equality of votes, the person presiding shall have a casting vote in addition to his or her deliberative vote.
(3) A decision of the Board shall not be rendered invalid by reason only of a vacancy on the Board or of the fact that a person who was not entitled to sit as a Member did so sit.
22. Co-option of other personnel
The Board may invite any person whose presence it considers necessary to attend and participate in its meetings, but such person shall have no right to vote.
23. Disclosure of interest by members
(1) If a Member is present at a meeting of the Board at which any matter in which the Member is directly or indirectly interested in a private capacity is the subject of consideration, he or she shall, as soon as practicable after the commencement of the meeting, disclose such interest and shall not, unless the Board otherwise directs, take part in any consideration or discussion of, or vote on, any question touching such matter.
(2) A disclosure of interest made under subsection (1) shall be recorded in the minutes of the meeting at which it is made.
(3) Where a Member fails to disclose his or her interest in accordance with subsection (1), and a decision by the Board is made benefiting that Member, such decision shall be null and void to the extent that it benefits such Member.
(4) For the purposes of subsection (1), a disclosure given by a Member stating that he or she is a member of a body corporate or firm shall make him or her a person having an interest in a specific transaction or matter between the Authority and that body corporate or firm.
(5) Any Member or any other person who contravenes the provisions of this section shall be liable to removal from the Board.
(1) A Member and any other person assisting the Board shall observe and preserve the confidentiality of all matters coming before the Board, and such confidentiality shall subsist even after the termination of their terms of office or their mandates.
(2) Any Member or any person to whom confidential information is revealed through working with the Board shall not disclose that information to any other person unless he or she is required to do so in terms of any written law or for purposes of any judicial proceedings.
(3) Any Member who contravenes subsection (2) shall be liable to removal from the Board.
(4) Any person to whom confidential information is revealed through working with the Board who contravenes subsection (2) commits an offence and is liable to a fine not exceeding P2 000, or to imprisonment for a term not exceeding 12 months, or to both.
(1) The Board may, for the purpose of performing the functions of the Authority, establish such committees as it considers appropriate and may delegate to any such committee such of its functions as it considers necessary.
(2) The Board may appoint to the committees established under subsection (1) such number of persons, either from among the Members of the Board or not or from both, as it considers appropriate, to be members of such committees and such persons shall hold office for such period as the Board may determine:
Provided that the Chairperson of each committee so appointed shall be appointed by the Board from among its Members.
(3) Subject to the specific or general directions of the Board, a committee may regulate its own procedure.
(4) Meetings of a committee shall be held at such time and place as the committee may determine, or as the Board may direct.
(5) At any meeting of a committee the majority of members of the committee or such other number as may be fixed by the Board in any particular case shall form a quorum.
(6) The Chairperson of each committee shall cause to be recorded and kept minutes of all proceedings of meetings of the committee.
(7) Sections 16, 17, 18, 23 and 24 shall apply with necessary modification to members of a Committee.
26. Remuneration of Members and members of committees
A Member or a member of a committee or any other person not being an employee of the Authority, attending a meeting of the Board or of a committee, may be paid such remuneration or allowance as the Minister may determine.
