L.R.O. 1/ 2012
LAWS OF GUYANA
PUBLIC CORPORATIONS ACT
CHAPTER 19:05
Act
21 of 1988
Amended by
28 of 1990 15 of 1992







1 – 65 ... 1/2012 (inclusive) by L.R.O.
Pages Authorised
Current Authorised Pages
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Subsidiary Legislation

This Chapter contains no subsidiary legislation.





Subsidiary Legislation
on
Note
of
from this publication .
Index
All subsidiary legislation made under this Act have been omitted
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CHAPTER 19:05

PUBLIC CORPORATIONS ACT
ARRANGEMENT OF SECTIONS

PART I
PRELIMINARY
SECTION
1. Short title.
2. Interpretation.
PART II
NEW PUBLIC CORPORATIONS
3. Establishment of new public corporations.
4. Incorporation and composition of a public corporation.
5. Vesting of property.
PART III
REORGANISATION AND DISSOLUTION OF
CORPORATIONS AND EMERGENCY POWERS
6. Reconstitution of corporations and certain bodies corporate.
7. Merger.
8. Transferring to a corporation, or placing under its control, whole or
part of undertaking.
9. Dissolution of a corporation.
10. Emergency powers.
11. Provision in regard to consequential matters.
PART IV
DUTIES AND POWERS
12. Functions of a corporation.
13. General powers of corporation to transact business.
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SECTION
PART V
ADMINISTRATIVE MATTERS RELATING TO A CORPORATION
14. Notification of membership of corporation.
15. Remuneration, etc., of managing director or members.
16. Disclosure by members of interest in transaction with corporation,
and disqualification from voting, etc.
17. Procedure at meetings of a corporation aggregate.
18. Minutes receivable in evidence.
19. Power to appoint committees.
20. Power to delegate.
21. Custody and authentication of seal.
22. Execution of documents.
23. Power of concerned Minister to give directions.
24. Power of corporation to make rules.
PART VI
OFFICERS AND EMPLOYEES
25. Appointment of general manager, other officers and employees.
26. Delegation to corporation of concerned Minister’s powers under
section 25(2).
27. Services of professional men.
28. Superannuation benefits of teachers and other employees in public
service seconded or transferred to corporation.
PART VII
FINANCIAL PROVISIONS
29. Authorised capital of corporation.
30. Charging of fees by a corporation.
31. Resources of corporation without authorised capital.
32. Borrowing powers.
33. Powers of expenditure.
34. Reserve fund and profits and losses of a corporation.
35. Investments.
36. Power of corporation to make loans.
37. Examination as to application of moneys lent.
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SECTION
38. Non-application of whole or part of loan.
39. Misapplication of loan secured by mortgage or otherwise.
40. Repayment of loan made by corporation.
41. Charge on movable or immovable property.
42. Priority of loan.
43. Power of corporation to buy and manage mortgaged property.
44. Offences in respect of loans.
45. Limitation provisions excluded.
46. Recovery of claims.
47. Power to exempt from tax, duty, etc.
48. Accounts and audit.
49. Internal audit.
50. Regulations regarding financial procedure.
PART VIII
SUPERVISORY COUNCILS
51. Appointment of Supervisory Councils.
52. Functions of Supervisory Council.
53. Performance contracts.
54. Officers and employees to assist Supervisory Councils and the
Minister.
55. Validation.
PART IX
PUBLIC INTEREST COMMITTEE
56. Appointment of Public Interest Committee.
57. Functions of Public Interest Committee.
PART X
DISSOLUTION OF GUYANA STATE CORPORATION
58. Dissolution of Guyana State Corporation.
59. Construction of reference to Guyana State Corporation in any other
written law.

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SECTION
PART XI
MISCELLANEOUS
60. Consultation with concerned Minister.
61. Defect in constitution of corporation, etc., not to invalidate act or thing
done.
62. Protection of managing director and members.
63. Information, etc., obtained as managing director, member or
employee of a corporation to be secret and confidential.
64. Penalty for furnishing false or misleading information by member or
employee of corporation.
65. Performance of functions of a corporation by the concerned Minister
in certain cases.
66. Application of provisions of Act to certain bodies corporate.
67. Annual report.
68. General penalty.
69. Power to make regulations.
70. Penalty for contravention of provisions of regulations.
71. Repeal and savings.
72. [Omitted]
73. [Omitted]
__________________________
CHAPTER 19:05
PUBLIC CORPORATIONS ACT
21 of 1988 An Act to dissolve the Guyana State Corporation, to amend
the law relating to the establishment and
management of public corporations and to make
provisions for matters connected therewith.
[1ST SEPTEMBER, 1988]

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Short title.
Interpretation
c. 89:01
1. This Act may be cited as the Public Corporations
Act.
2. In this Act—
“chairman” means chairman of a corporation, being a
corporation aggregate;
“company” has the meaning assigned to it by section 2 of the
Companies Act;
“concerned Minister”, in relation to corporation, means the
Minister assigned responsibility for the corporation or,
where there is no such Minister, the President;
“corporation” means—
(a) every existing corporation; and
(b) every public corporation
established under section 3 and
every corporation which comes into
existence as a result of the
reconstitution of any body corporate
under section 6 or merger of two or
more corporations under section 7;
“deputy chairman” means deputy chairman of a corporation,
being a corporation aggregate;
“director”, means any person occupying the position of a
director, whatever be the title given to the position;
“existing corporation” means a public corporation established
under section 46, or which came into existence as a
result of the reconstitution of any incorporated body
PRELIMINARY
PART I
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c. 7:02
c. 60:02
under section 48, or merger of two or more public
corporations under section 57, of the Public Corporations
Act and in existence at the commencement of this Act;
“financial year”, in relation to any corporation means a period of
twelve months beginning on the 1st January, or on any
other day specified by the Minister assigned
responsibility for finance by notification in the Gazette;
“managing director” means the managing director of a
corporation sole;
“member” means a member of a corporation, being a
and deputy chairman thereof;
“Minister” means the Minister assigned general responsibility
for public corporations or, where there is no such
Minister, the President;
“pension” in relation to any person means a pension,
whether contributory or not, of any kind whatsoever
payable to or in respect of him and includes a return of
contributions made to a pension fund, with or without
interest thereon, or any other addition thereto;
“pension fund” means a fund established for the purpose of
paying pensions;

“statute of limitation” includes the Limitation Act and the Title
to Land (Prescription and Limitation) Act;
“subsidiary”, in relation to a corporation, means—
(a) any company, more than one half of
the issued share capital whereof is
held by the corporation directly or
corporation aggregate, and includes the chairman
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Establishment
of new public
corporations.
through a nominee; or
(b) any company in relation to which the
corporation has power directly or
indirectly to appoint the majority of
the directors,
and includes any other corporation owned by the
aforesaid corporation or in which the controlling
interest is vested in the said corporation or in any agency
on behalf thereof;
“Supervisory Council” means a committee appointed
under section 51(1).
PART II
NEW PUBLIC CORPORATIONS
3. (1) The Minister may, by order, establish a public
corporation and may designate the name and style by which
the public corporation shall be known.
(2) Upon the coming into operation of an order
under subsection (1), this Act shall, subject to the provisions of
subsection (3), apply to the public corporation so established.
(3) The Minister may by order establishing a public
corporation or by a subsequent order exclude any of the
provisions of this Act from application to the corporation or
direct that any provision of this Act shall apply to the
corporation subject to such modifications as may be
specified therein.
(4) An order made under subsection (1) shall
prescribe the powers, purposes and functions of the public
corporation and may contain such other provisions as will
enable it to undertake and exercise its functions.

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Incorporation
and
composition
of a public
corporation.
(5) Every order made under this section shall be
subject to negative resolution of the National Assembly.
4. (1) A public corporation established under section
3 shall be a body corporate.
(2) Any such corporation may be a corporation sole
consisting of a managing director, to be appointed by the
concerned Minister, or a corporation aggregate consisting of
a chairman, and such other members, who shall be
appointed by the concerned Minister, and the general
manager of the corporation who shall be an ex officio member.
(3) Subject to the other provisions of this section,
the chairman and other members of a corporation
aggregate appointed under subsection (2) may be
appointed—
(a) wholly from among the heads of
departments or other officers of the
corporation;
(b) wholly from among persons
appearing to the concerned
Minister—
(i) as having had experience of,
and shown capacity in, matters
relating to or connected with
the carrying on of the functions
of the corporation; and
(ii) to represent consumers or local
democratic organs;
(c) partly from among persons mentioned
in paragraph (a) and partly from
among persons mentioned in
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Vesting of
property.
[28 of 1990
15 of 1992]
paragraph (b).
(4) The concerned Minister shall, after
consultation with the trade unions functioning in relation
to the employees of a public corporation, being a
corporation aggregate, appoint one of such employees as
a member of the public corporation.
(5) The general manager of a public corporation,
being a corporation aggregate, shall be the deputy chairman
thereof, unless the concerned Minister appoints another
member as the deputy chairman of the public corporation.
(6) In respect of any public corporation, being a
corporation sole, the functions of the chairman and the
deputy chairman shall be performed by the managing
director, and such of the decisions of the managing director,
as would have been required to be taken by the
corporation by resolution had it been a corporation aggregate,
shall for all purposes be deemed to be the decisions of that
corporation:
Provided that in the case of any such corporation
sole, there shall be a committee appointed by the concerned
Minister, and consisting of such number of heads of
departments of the corporation to be designated by him,
to aid and advise the managing director and the committee
shall, subject to regulations made by the concerned Minister,
regulate its own procedure and business.
5. (1) An order under section 3 may contain provisions
vesting in the public corporation, established by the order,
movable or immovable property of the State or the Minister
may by a separate order vest movable or immovable property
of the State in any corporation, including an existing corporation.
(2) Where an order referred to in subsection (1) or
section 11(1) vests or transfers immovable property in or to a
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Reconstitution
of corporations
and certain
bodies
corporate.
corporation or any other person, the order shall be treated for all
purposes as if it were a transport or other document effecting the
conveyance of immovable property and the Registrar of Deeds
shall take due notice thereof and the order shall be registered
by the Registrar of Deeds under section 12(3) of the Deeds
Registry Act as if it were a transport and filed as of record in the
Deeds Registry and the Registrar of Deeds shall make such
annotations on the records as may be necessary.
PART III
REORGANISATION AND DISSOLUTION OF
CORPORATIONS AND EMERGENCY POWERS
6. (1) Any corporation may be reconstituted by the
Minister by order under this section.
(2) Any other body corporate owned by the
State or the controlling interest in which vests in the State or
any agency on behalf of the State, may be reconstituted under
this Act by the Minister by order and thereupon the
reconstituted body corporate shall be deemed to have been
established as a corporation under this Act which shall
thenceforth apply thereto:

Provided that a body corporate, being a company, in
which all the shares having voting rights are not held by
any one or more of the following bodies, namely, the State,
any agency on behalf of the State or a corporation, shall not be
reconstituted under this section unless the persons holding the
majority of the shares having voting rights, and not held by the
State, any agency on behalf of the State or a corporation, give
their consent for such reconstitution.
(3) All claims by and against a corporation
or other body corporate reconstituted under this Act may be
brought in the name of the corporation established by the
reconstituting order under subsection (1) or (2), as the case
c. 5:02
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Merger.
Transferring to
a corporation,
or placing
under its
control, whole
or part of
undertaking.
[28 of 1990]

Dissolution of a
corporation.
[28 of 1990]
Emergency
powers.
c. 1:01
may be.
(4) The provisions of this section shall have
effect in relation to a body corporate, being a company,
notwithstanding anything contained in the Companies Act.
7. The Minister may by order, which shall be subject
to negative resolution of the National Assembly, provide for
the merger of two or more corporations.
8. (1) The Minister may by order transfer to a
corporation or to any other person, or place under its or his
control the whole or a part of—
(a) any undertaking or any other
property of any other corporation or
other body corporate owned by the
State or in which the controlling
interest is vested in the State or any
agency on behalf of the State;
(b) any commercial, manufacturing or
research undertaking of the State.
(2) The corporation, other body corporate or
undertaking affected by an order made under subsection
(1) shall comply with any directions which may be given to
it by, or under the direction of, the Minister so as to give
effect to the order.
9. The Minister may by order, which shall be subject
to negative resolution of the National Assembly, dissolve a
corporation.
10. (1) During any period to which article 150(1) of
the Constitution applies, the President may by order require
that the whole or any part of the undertaking or any property
c. 89:01
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Provision in
regard to
consequential
matters.
[28 of 1990]
or right of, or under the control of, a corporation shall be
placed at the disposal of such Minister, or of such other
person as may be specified by the order.
(2) So long as any order mentioned in subsection
(l) is in force, the corporation, and every person in charge of
the whole or part of the undertaking or property or right,
referred to therein shall comply with —
(a) where the whole or part of the
undertaking or property or right is
placed at the disposal of a Minister,
every direction of that Minister; or
(b) where the whole or part of the
undertaking or property or right is
placed at the disposal of any other
person, every direction of that person
and of the Minister, if any, assigned
responsibility therefor.
11. (1) An order under section 6 reconstituting any
corporation or other body corporate, under section 7 merging
two or more corporations, under section 8 transferring to a
corporation, or other person, or placing under its or his
control, the whole or a part of any undertaking or any other
property, or under section 9 dissolving a corporation, may
contain such provisions relating to the vesting of property,
the transfer of assets and liabilities, the monetary
arrangements, the preservation of rights and liabilities existing
immediately before the reconstitution, the merger, the transfer
or placing under control of undertaking or any other property
or the dissolution as well as such other provisions as the
Minister considers necessary or expedient to give full
effect to the reconstitution, the merger, the transfer or
placing under control of undertaking or any other property or
the dissolution, as the case may be, and may extend to the
property or interests of a subsidiary of a corporation.
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Functions of a
corporation.
(2) Without prejudice to the provisions of
subsection (1), where any order under section 8(1)
transferring to a corporation, or other person, or placing
under its or his control, the whole or a part of any
undertaking or any other property of any other corporation or
other body corporate referred to in section 8(1) (a) has
rendered insufficient the security for any debt contracted by
any such other corporation or other body corporate prior to
such order, the Minister may direct such arrangements
as he deems appropriate to be made by the other
corporation or other body corporate for making up such
insufficiency and the other corporation or other body
corporate shall comply with the direction.
(3) Any person, who suffers direct injury or loss to
property owing to the operation of any order under section
6, 7, 8, 9 or 10, shall be entitled to receive from the
Government such compensation as may be determined by
agreement between that person and the Government or, in
the absence of any such agreement, by the High Court upon
motion moved for that purpose against the Attorney-General.

(4) Any expense incurred by the Government in
the exercise of its powers under this Part shall be paid out
of moneys provided by Parliament.
PART IV
DUTIES AND POWERS
12. (1) It shall be the duty of a corporation to
stimulate, facilitate and undertake the purpose for which it is
established.
(2) A corporation shall have power, for the
purpose of the discharge of its duty under subsection (1),—
(a) to carry on all activities the carrying
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on whereof appears to it to be
requisite, advantageous or
convenient for, or in connection with,
the exercise and discharge of its
functions including the acquisition of
interests in any other undertaking of
a like nature;
(b) to promote the carrying on of any
such activities by other bodies or
persons, and for that purpose to
establish or expand, or promote the
establishment or expansion of, other
bodies, including subsidiaries, to
carry on any such activities either
under the control or partial control of
the corporation or independently,
and to give assistance (including
financial assistance by the taking up
of share or loan capital, by the
granting of loan or otherwise) to such
bodies or to other bodies or persons
appearing to the corporation to have
facilities for the carrying on of any
such activities;
(c) to carry on such activities in
association with other persons,
bodies or authorities or as managing
agents or otherwise on their behalf.
(3) A corporation may, with the approval of
the concerned Minister, carry on any of its functions through
a subsidiary and may for that purpose, with like approval,
establish a subsidiary or acquire ownership or control of
any other corporation or company.
(4) Without prejudice to any other provision of
this Act, and notwithstanding anything contained in any
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other written law, any Minister may, with the approval
of the President, entrust to any corporation, in relation to
which he is the concerned Minister, the following
functions—
(a) formulation, and submission for
approval to the concerned Minister,
of policy in relation to—
(i) any subject matter
responsibility for which is
assigned to him or any part of
that subject matter;
(ii) the development, exploitation
and proper management of
any resource, or the
importation, supply or
distribution of any commodity,
being a subject matter,
responsibility for which is
assigned to that Minister,
and the implementation of the policy so formulated and
approved by the Minister; or

(b) to provide to —
(i) the concerned Minister; or
(ii) any other corporation or any
authority or body,
responsibility for which is
assigned to him,
all or any assistance that may be requested for by him or it.

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(5) Where any function as is mentioned in
subsection (4) is entrusted to a corporation, then subject to
the supervision and control of the concerned Minister, that
corporation shall have power—
(a) to give directions to any other
corporation or any authority or body,
responsibility for which is assigned to
the concerned Minister, and having
any functions relatable to the
functions entrusted to the corporation
under subsection (4) (a), for the
purpose or in the course of the
discharge of the functions referred to
therein;
subsection (4), to—
(i) monitor the activities of any
such corporation, authority or
body; and
(ii) call for and obtain information
and documents relating to the
operations of any such
corporation, authority or body.
(6) Where a concerned Minister has entrusted to
any corporation all or any of the functions referred to in
subsection (4), it shall be lawful for the concerned Minister to
delegate, by order made with the approval of the President,
the chairman, deputy chairman or general manager of the
corporation, to exercise on behalf of the concerned
Minister, in relation to any corporation, authority or body
referred to in subsection (5) (a), such function as may be
specified in the order with effect from the date specified
therein and thereupon the chairman, deputy chairman or
b) for any of the purposes mentioned in
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c. 2:01
General powers
of corporation
to transact
business.

Notification of
membership of
corporation.

Remuneration,
etc., of
managing
director or
members.
general manager, as the case may be, shall have and may
exercise such function with effect from the date so specified.
(7) Nothing in subsection (6) shall authorise a
concerned Minister to delegate any person to make
subsidiary legislation or to hear any appeal.
(8) Section 28 of the Interpretation and General
Clauses Act, shall mutatis mutandis apply to, and in relation to,
any delegation under subsection (6) and the exercise of any
function so delegated.
13. Subject to the other provisions of this Act a
corporation shall have power to do anything and to enter into
any transaction (whether or not involving expenditure,
borrowing, granting of loans or investment of money, the
acquisition of any property or rights, or the disposal of any
property or rights) which in its opinion is calculated to
facilitate the proper exercise or discharge of its functions or is
incidental or conducive thereto.

ADMINISTRATIVE MATTERS RELATING TO A
CORPORATION
14. The name or names of the member or the
members of a corporation as first constituted and every
change in the membership thereof shall be published in the
Gazette.
15. (1) In the case of a corporation sole the
managing director shall be paid in respect of his office
such salary and allowances as the concerned Minister may
determine.
(2) A corporation aggregate shall pay to the
chairman and to the deputy chairman, in respect of
their offices, remuneration and allowances as the
PART V
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Disclosure by
members of
interest in
transaction
with
corporation,
and disqualify-
cation from
voting, etc.
[6 of 1997]
concerned Minister may determine and to each other
member in respect of his office, such, if any,
remuneration and allowances as may be so determined.
(3) The other terms and conditions of appointment
of any such managing director, chairman, deputy chairman
or member of a corporation shall be such as may be
determined by the concerned Minister.
16. (1) Subject to this action, it shall be the duty of
a member of a corporation aggregate who is in any way,
whether directly or indirectly, interested in an application to
the corporation for a loan or in a company or firm in receipt of
the loan, or in a contract or proposed contract or in any
arrangement or proposed arrangement with the
corporation, to declare the nature of his interest at a meeting
of the corporation.
(2) The declaration required by this section to
be made by a member of a corporation aggregate in
respect of an application for a loan, or a contract or an
arrangement, referred to in subsection (1), shall be made at
the meeting of the corporation at which the question of
granting or refusing the application for loan or entering
into the contract or arrangement is first taken into
consideration or, if the member was not at the date of that
meeting interested in the application or proposed contract
or arrangement, at the first meeting of the corporation
held after he became so interested, and where the
member acquires an interest in any company or firm in
receipt of a loan from the corporation or becomes
interested in a contract or arrangement with the
corporation after it is made, the said declaration shall be
made at the first meeting of the corporation held after the
member acquires such interest or becomes so interested.
(3) For the purpose of this section, a general
notice given by a member of a corporation aggregate to the
other members thereof to the effect that he is also a member
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of a specified company or firm and is to be regarded as
interested in any application for a loan by that company or
firm or in any contract or arrangement which may, after the
date of the notice, be made by or with the company or firm,
shall be deemed to be a sufficient declaration of interest
under subsection (1) in relation to any application for loan or
contract or arrangement so made, except that no such notice
shall be of effect unless either it is given at a meeting of the
corporation or the member concerned takes reasonable
steps to secure that it is brought up and read at the
next meeting of the corporation after it is given.
(4) A member of a corporation aggregate shall not
vote in respect of any application to the corporation for a loan
in which he is interested, either directly or indirectly, or in
respect of any contract or arrangement in which he is
interested, either directly or indirectly, and if he shall do so
his vote shall not be counted, nor shall he be counted in the
quorum at the meeting.

(5) Where the managing director of a
corporation sole is in any way, whether directly or
indirectly, interested in any application to the corporation
for a loan or in a company or firm in receipt of the loan, or in
a contract or proposed contract or in any arrangement or
proposed arrangement with the corporation, he shall,
before the loan or the contract or arrangement is made,
inform the concerned Minister of the nature of his interest
and shall not make the loan or the contract or
arrangement unless the concerned Minister having been so
informed of the nature of the interest of the managing
director has agreed thereto, and where the managing
director acquires an interest in any company or firm in
receipt of a loan from the corporation or becomes interested
in a contract or arrangement with the corporation after it is
made, he shall as early as possible thereafter and, in any
case, before the expiry of seven days after he acquires
such interest or becomes so interested inform the
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Procedure at
meetings of a
corporation
aggregate.
concerned Minister about it and act in accordance with his
directions in regard to the matter.
(6) Any member or managing director who fails
to comply with or contravenes this section shall on summary
conviction be liable to a fine of three thousand dollars and to
imprisonment for six months.
17. (1) Subject to regulations made by the
concerned Minister, a corporation shall meet at such
intervals as may be necessary or expedient for the
transaction of its business, and each meeting of a
corporation shall be held at such place and time and on such
days as the corporation may determine.
(2) The chairman of a corporation may at any time
call a special meeting of the corporation, and shall call a
special meeting of the corporation within seven days of
a requisition for that purpose, addressed to him by any
three members of the corporation for the consideration
of any matter specified in the requisition, being matters
falling within, or connected with, the functions of the
corporation.
(3) The chairman of a corporation or, in his
absence, the deputy chairman thereof, if present, shall
preside at a meeting of the corporation; and in the
absence of the chairman and deputy chairman at a meeting
of the corporation a person elected by the members
present at the meeting from amongst themselves shall
preside thereat.
(4) The decisions of a corporation shall be by a
majority of votes and, in addition to an original vote, in any
case in which the voting is equal the chairman or deputy
chairman or other member presiding at the meeting shall
have a casting vote.

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Minutes
receivable in
evidence.
(5) Minutes in proper form of each meeting
shall be kept by the secretary of the corporation and
shall be confirmed as soon as practicable thereafter at
a subsequent meeting by the chairman or deputy
chairman or other member presiding at the meeting, as the
case may be.
(6) A corporation may co-opt one or more
persons to attend any particular meeting of the corporation
at which it is dealing with a particular matter, for the
purpose of assisting or advising the corporation in respect of
that matter, but no such co-opted person shall have any right
to vote.
(7) Any person co-opted under subsection (6)
to attend any meeting of a corporation shall be paid
by the corporation such remuneration as may be determined
by it.
(8) The concerned Minister may make
regulations prescribing the procedure, including the
quorum, for the meetings of a corporation and the manner
of transaction of its business and, subject to any such
regulations and the provisions of this Act a corporation may
regulate its own procedure and the manner of transaction
of its business and may make rules for that purpose.
(9) Until provision is made, in respect of the
quorum for the meetings of a corporation, by regulations
made under subsection (8), three members shall form the
quorum for the meetings of the corporation.
(10) Nothing in this section shall apply in respect
of a corporation sole.
18. Any minutes made of meetings of a corporation
aggregate, if duly signed by the person presiding at the
meeting, of which minutes have been made, or confirmed in
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Power to
appoint
committees.
accordance with section 17(5), shall without proof of any other
matter or thing, be receivable in all legal proceedings as
prima facie evidence of the proceedings of the meeting
of the corporation of which minutes have been made, and
every meeting of the corporation in respect of the
proceedings of which minutes have been so made shall be
deemed to have been duly convened and held and all
members thereat to have been duly qualified to act.

19. (1) A corporation may appoint a committee of
the corporation to examine and report to it on any specific
matter whatsoever arising out of, or connected with, any of its
functions and referred to the committee.
(2) Any such committee shall—
(a) in the case of a corporation
aggregate, consist of at least two
members of the corporation together
with such other persons, whether
members of the corporation or not,
whose assistance or advice the
corporation may desire; and
(b) in the case of a corporation sole,
consist of such persons as may be
appointed by the managing director.
(3) Where any person, not being a member of a
corporation, is a member of a committee appointed by
it under this section, the corporation may, by
resolution, determine the remuneration or allowance
payable to him and the sum so determined shall be properly
payable out of the funds of the corporation.
(4) The corporation may, by resolution, adopt
the report of the committee either wholly or with such
modifications, additions or adaptations as the corporation
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Power to
delegate.


Custody and
authentication
of seal.
may think fit or may reject it.
20. Subject to this Act, in the case of a corporation
aggregate, the corporation may delegate to any member
or committee of the corporation the power and authority to
carry on its behalf such functions as the corporation may
determine, and in the case of a corporation sole, the
managing director may delegate to any officer of the
corporation the power and authority to perform on his
behalf such functions as the managing director may
determine.
21. (1) The seal of a corporation shall—
(a) where it is a corporation sole, be
kept in the custody of the managing
director or the secretary of the
corporation and may be affixed to any
instrument pursuant to a decision of
the managing director in the presence
of the managing director and the
Secretary of the corporation; and
(b) where it is a corporation aggregate,
be kept in the custody of the
chairman or deputy chairman or the
secretary of the corporation and may
be affixed to any instrument
pursuant to a resolution of the
corporation in the presence of the
chairman, or deputy chairman, and
the secretary of the corporation.
(2) The seal of a corporation shall be
authenticated by the signature of the managing director
and the secretary of the corporation, in the case of a
corporation sole, and by the signature of the chairman, or
deputy chairman, and the secretary of the corporation, in
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Execution of
documents.
Power of
concerned
Minister to give
directions.
the case of a corporation aggregate, and the seal shall be
officially and judicially noticed.
(3) Except in the case of documents required by
law to be under seal and save as otherwise provided by
section 22, documents made by, and decisions of, any
corporation may be signified under the hand of the
managing director, or the secretary of the corporation, in
the case of a corporation sole, and under the hand of the
chairman, the deputy chairman or the secretary of the
corporation, in the case of a corporation aggregate.
22. Any transport, mortgage, lease, assignment,
transfer, agreement or other document, requiring to be
executed by a corporation, or any cheque, bill of exchange
or order for the payment of money, requiring to be
executed by a corporation, shall be deemed to be duly
executed by a corporation if signed by a person or
persons specially or generally authorised so to sign by
the managing director, in the case of a corporation sole,
and by resolution of the corporation, in the case of a
corporation aggregate.
23. (1) The concerned Minister may give to a
corporation directions of a general character as to the policy
to be followed by the corporation in the exercise and
performance of its functions and the corporation shall give
effect to every such directions.
(2) In carrying out such measures of
reorganisation or such works of development as involve
substantial outlay on capital account, and in dealing with
subsidiaries, a corporation shall act in accordance with a
general programme settled from time to time in consultation
with the concerned Minister.
(3) In the exercise and performance of its functions
as to training, education and research, a corporation shall act
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in accordance with a general programme settled as aforesaid.
(4) A corporation shall afford to the concerned
Minister or officer or other person authorised by him
facilities for obtaining information with respect to the
business of the corporation and shall furnish annual
estimates and such returns and other information as the
concerned Minister may direct the corporation to furnish.
(5) A corporation shall provide such facilities to
the concerned Minister as will enable the verification of any
information furnished in pursuance of this section.
(6) The power of the concerned Minister to give
directions to a corporation shall extend to the giving to it of
specific directions in respect of—
(a) the disposal of capital assets; or
(b) the application of the proceeds of
such disposals.
(7) Any direction given under subsection (6) by
the concerned Minister, with reference to a corporation fully
owned by the State or any agency on behalf of the State, may
require the whole or any part of the proceeds of any such
disposal to be paid into the Consolidated Fund:
Provided that the power conferred on the concerned
Minister by subsection (6) or this subsection—
(a) shall be exercised subject to any claim
that a secured creditor may have to
the proceeds; and
(b) shall not be exercised in such a
manner as to give preferential
treatment to any unsecured creditor or to
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Power of
corporation to
make rules.
Appointment
of general
manager, other
officers and
defeat or delay the realisation by any
unsecured creditor or any other
person of any claim he has against the
corporation.
24. A corporation may, subject to the provisions of
this Act, make rules—
(a) governing the procedure of the
corporation and the manner of
transaction of its business;
(b) prescribing the procedure for the
execution of documents, cheques, and
instruments of any description on behalf
of the corporation;
(c) prescribing the circumstances in which
members may receive travelling and
subsistence allowances;
(d) imposing fees in such cases as may be
determined by the corporation;
(e) generally for the exercise of its
powers and duties.
PART Vl
OFFICERS AND EMPLOYEES
25. (1) Every corporation shall, with the approval
of the concerned Minister, appoint a general manager of
the corporation and may, with the approval of the
concerned Minister (which may be given with reference
to any category of employees or any employee), employ
a secretary and such other officers and employees as it
employees.
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Delegation to
corporation of
concerned
Minister’s
powers under
section 25(2).
deems necessary for the purpose of carrying out the
functions of the corporation:
Provided that the concerned Minister may direct that
his approval shall not be necessary for the employment by a
corporation of any class of officers or other employees, not
being the general manager, secretary or heads of
departments of the corporation.
(2) The remuneration and other terms and
conditions of appointment (including the payment of any
pension, gratuity or other like benefits by reference to their
service) of the general manager and other officers and
employees of a corporation shall be such as may be
determined or varied by the concerned Minister from time
to time; and for the avoidance of doubt it is hereby declared
that the power conferred on the concerned Minister by this
subsection may be exercised by him either prospectively,
or retrospectively, with effect from such date (whether
or not earlier than the coming into operation of this Act) as
may be specified by the concerned Minister.
(3) Before exercising the powers conferred on the
concerned Minister by subsection (2) in relation to any class
of officers (not being the general manager) or other
employees of a corporation, that Minister shall consult the
trade union, if any, which according to the concerned
Minister represents the majority of that class of officers or
employees of the corporation, and the corporation.
26. The concerned Minister, in relation to a corporation
may delegate to that corporation, subject to such conditions as
may be specified by him, the power conferred on him by
section 25(2) in respect of any class of officers or other
employees of that corporation and where the concerned
Minister makes any such delegation, with reference to the
class of officers or other employees in relation to whom the
power is so delegated the corporation shall be required to
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Sevices of
professional
men.

Superannua-
tion benefits of
teachers and
other
employees in
public service
seconded or
transferred to
corporation.
c. 27:02
consult such trade union as is referred to in section 25(3) in
any case in which the concerned Minister is required to
consult such trade union by the provision last mentioned.
27. A corporation may at any time, with the
approval of the concerned Minister, retain the services of
professional persons and may pay such remuneration in
respect thereof as the corporation may determine with the
approval of the concerned Minister.
28. (1) Where, with the approval of the
appropriate authority, a public officer is —
(a) seconded or temporarily transferred
from a pensionable office within the
meaning of the Pensions Act to an
appointment with a corporation,
section 5 of that Act shall apply to
him as if his service in the last-
mentioned appointment were service
in a public office;
(b) transferred from a pensionable
office within the meaning of the
Pensions Act to a substantive
appointment with a corporation, his
service with the corporation shall be
other public service within the
meaning of, and for the purposes of,
such provisions in relation thereto as
are contained in the Pensions Act.
(2) Where, with the approval of the
appropriate authority, a person holding an appointment
in the public service, other than a pensionable office
within the meaning of the Pensions Act, or holding an
appointment in the public service paid for out of an open vote
is—
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c. 39:05
(a) seconded or temporarily transferred
from such appointment to an
appointment with a corporation, the
period during which he shall serve in
that office shall count for
superannuation rights or benefits on
his retirement from the appointment
from which he is seconded or
temporarily transferred as if he had
not been seconded or temporarily
transferred;
(b) transferred from such appointment
to a substantive appointment with a
corporation, sums by way of
superannuation rights or benefits
payable to him in respect of his
service in the appointment from
which he is transferred, if he had
retired from such appointment on the
date of his transfer, shall be paid to
him on his retirement from the
corporation to which he is transferred
or his attaining the age of sixty years,
whichever is earlier, or to the legal
personal representative on the death
of such person, if he dies before the
date of retirement or the attainment
of sixty years.
(3) Where a teacher who has done qualifying
service within the meaning of the Teachers’ Pensions Act
is, with the approval of the appropriate authority—
(a) seconded or temporarily transferred
from his pensionable office as a teacher
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section 5 of the Pensions Act (as it
applies mutatis mutandis to a teacher
under section 7C of the Teachers’
Pensions (Amendment) Act 1971)
shall apply to him as it applies in the
case of a public officer;
(b) transferred from his pensionable
office as a teacher to a substantive
appointment with a corporation, his
service with the corporation shall be
treated as if it were other public
service within the meaning of, and for
the purpose of, such provisions in
relation thereto as are contained in
the Pensions Act and as if he were a
public officer to whom the Pensions
Act applies.
(4) In this section, “appropriate authority” means
the person or authority vested by law with power to appoint
the public officer to the pensionable office held by him (and
to which the Pensions Act applies) or to appoint the person
holding an appointment in the public service, not being a
pensionable office, to the appointment held by him, or to
appoint the teacher to the office held by him as a teacher, as
the case may be.
(5) A corporation may, with the approval of
the concerned Minister, make such provisions as it thinks
appropriate for the payment of pension, gratuity or other
allowance in respect of the service of its officers and other
employees on their retirement therefrom.
to an appointment with the corporation
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Authorised
capital of
corporation.
PART VII
FINANCIAL PROVISIONS
29. (1) The concerned Minister may, by order made
under section 3 or made separately, direct that a
corporation shall have authorised capital and, where any
such direction is made, shall prescribe the authorised
capital of the corporation and such authorised capital may by
order be increased or decreased by the concerned
Minister at the request of, or after consultation with, the
corporation.
(2) Any order under subsection (1) shall also
prescribe the number and value of the shares into which
the authorised capital or increased authorised capital of
the corporation shall be divided or the manner in which the
authorised capital, prescribed from time to time, of the
corporation shall be decreased.
(3) The whole, or such portion (being not less
than fifty-one percent) of the authorised capital of a
corporation as may be specified by the concerned Minister
by the order under subsection (1), shall be subscribed by
the Government and the remaining portion, if any, shall be
subscribed by such persons (including any corporations, or
other bodies corporate owned by the State or in which the
controlling interest vests in the State or any agency on
behalf of the State), and to such extent, as may be specified
by the concerned Minister by the aforesaid order.

(4) The shares of a corporation shall be
registered in the books of the corporation and shall be
transferable only with the approval of the corporation, which
approval shall not be given if the transfer is likely to result in
the contravention of any provision of this Act.
(5) Any order under this section may make
such incidental provisions as may be necessary or
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Charging of
fees by a
corporation.

Resources of
corporation
without
authorised
capital.
expedient to give full effect to it, including provisions for
the subscription for shares by instalments and the voting
rights, of the holders of shares so subscribed, at meetings
of the shareholders of the corporation.
(6) Where an order is made by the concerned
Minister under subsection (1) in respect of an existing
corporation, the assets of that corporation, being
immovable property or cash, shall be deemed to be capital
subscribed by the Government to the corporation.
30. (1) A corporation may, with the approval of the
concerned Minister, charge fees for any service rendered by
it.
(2) The Minister may make regulations regarding
the procedure relating to the levy and collection of such fees.
31. (1) The funds and resources of a corporation, in
respect of which no authorised capital has been prescribed
under section 29, shall consist of—
(a) sums provided to the corporation by
or under an appropriation law;
(b) sums allocated from time to time to
the corporation from loan funds;
(c) sums from time to time received by, or
falling due to, the corporation, in
respect of the repayment of any
loan made by the corporation and
the interest payable in respect of
any such loan;
(d) any property, mortgage, share,
debenture, or investment acquired by,
or vested in, the corporation;

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Borrowing
powers.
(e) moneys earned or arising from
any property, investment, mortgage,
share or debenture acquired by, or
vested in, the corporation; fees, if
any, payable to the corporation under
the provisions of this Act;
(f) sums borrowed by the corporation for
the purpose of meeting any of its
obligations or the exercise or
discharge of any of its functions; and
(g) all other sums or property which may
in any manner become payable to or
vested in the corporation in respect of
any matter incidental to its functions.
(2) The charges on any amount which may be
allocated to a corporation from any loan funds shall be
met by the corporation except that all or any part of such
charges may be met out of moneys provided by Parliament.

(3) For the purposes of this section, the
expression “loan funds” means such sums as may be
made available from time to time to the Government by
way of loan.
32. (1) Subject to subsection (2), a corporation may
borrow sums required by it for meeting any of its
obligations or exercising or discharging any of its functions.
(2) The power of a corporation to borrow shall
be exercisable only with the approval of the concerned
Minister as to the amount, the sources of the borrowing and
the terms on which the borrowing may be effected, and
approval given in any respect for the purposes of this
subsection may be either general or limited to a particular
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Powers of
expenditure.

borrowing or otherwise and may be either unconditional or
subject to conditions.

33. A corporation may from its funds make payments
to meet all such expenses as are properly incurred by it for
the purpose of the exercise or discharge of its functions,
and without prejudice to the generality of the foregoing, in
particular may—
(a) pay any expenses properly
incurred by it, including
survey, legal and other fees and
costs;
(b) pay any other expenses, costs, or
expenditure properly incurred
or accepted by it in pursuance of
its functions;
(c) purchase plant, equipment,
stores or any other material, or
acquire land or erect buildings
or carry out any other works or
undertakings, in the exercise or
discharge of its functions, in
contemplation of any loan to be
made for any of those purposes
under section 36 so, however,
that any sum expended by a
corporation under this
paragraph shall, upon the
actual making of such loan, be
set off against the loan in
contemplation of which it was
expended.

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and profits and
losses of a
corporation.
maintain a general reserve fund.
(2) Out of the net profits earned by a corporation
in any financial year—
(a) there shall be transferred to the
reserve fund—
(i) where the corporation is fully
owned by the State or any
agency on behalf of the State,
the whole of the net profits or
such part thereof, as may be
specified by the concerned
Minister; and
(ii) in any other case, such part of
the net profits as may be
specified by the concerned
Minister, having regard to the
need to maintain adequate
balance in the reserve fund;

(b) where the corporation is fully owned
by the State or any agency on behalf
of the State and only part of the net
profits is transferred to the reserve
fund under paragraph (a), the whole
or such part of the balance of the net
profits as may be specified by the
concerned Minister shall be paid by
the corporation into the Consolidated
Fund;
(c) where the shares in any corporation
are held partly by the State or any
agency on behalf of the State and
partly by any other person, such part
of the net profits as may be specified
34. (1) Each corporation shall establish and Reserve fund
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Investments.

Power of
corporation to
make loans.
by the concerned Minister shall be
distributed by way of dividend
among the shareholders; and
(d) subject to the other provisions of this
subsection, such part of the net profits
of the corporation as may be specified
by the concerned Minister shall be
utilised for such other public
purposes as may be specified by him.

(3) The net loss of a corporation for any financial
year in which there is an excess of expenditure over
income shall be met by an appropriation, from the
general reserve fund established by the corporation, of
such amount as man he necessary to cover such loss.
(4) For the purposes of this section, net profits
shall be determined by deducting from gross income all
expenses together with allowances for depreciation of
assets, contributions to staff benefit funds, provision for bad
and doubtful debts, and such other contingencies and
accounting provisions as are made by comparable corporate
bodies.
35. Moneys standing to the credit of a corporation
may from time to time be invested in securities approved
either generally or specifically by the concerned Minister and
the corporation may from time to time, with like approval
sell any or all of such securities.
36. (1) Subject to such terms and conditions as it
may deem fit to impose in particular cases, a corporation
may, out of its funds, make loans to any person in
accordance with the provisions of this Act in that behalf, in
the exercise or discharge of its functions.
(2) In making loans under this Act a corporation
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Examination
as to
application of
moneys lent.
[6 of 1997]
Non-applic-
ation of whole
or part of loan.
may charge such rate of interest as it may deem fit in any
particular case.
37. (1) Where a corporation has made a loan of
money under this Act, it may—
(a) from time to time, make or cause to
be made such examination as may be
necessary to ensure that the loan is
being applied for the purpose for
which it was made; and
(b) require financial statements in such
detail as it may determine to be
submitted by the person in receipt of
the loan, bi-annually or at shorter
intervals at the discretion of the
corporation and such person shall
comply with the requirement.
(2) A corporation may authorise in writing any
of its officers or any other person to make the examination
referred to in subsection (1)(a), and the person in receipt of
this loan shall produce to such officer or person all the
relevant books, documents and other matters and things
necessary for the purposes of the examination.
(3) Any person who contravenes subsection (1)
(b) or (2) shall be liable on summary conviction to a fine of
three thousand dollars and to imprisonment for six months
and to a further fine of three hundred dollars for each day,
after the first day, during which the offence continues.
38. Where it appears to a corporation that any sum,
being the whole or any part of a loan made by it, has not
been applied for the purpose for which the loan was made, it
may by notice direct —

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Misapplication
of loan secured
by mortgage or
otherwise.
(a) that such sum be applied for such
purpose within the time specified in
the direction; or
(b) that the sum, together with any interest
due thereon up to the date of
repayment, be repaid to the
corporation within the time specified
in the direction,
and if the sum is not applied as directed under paragraph
(a), or the sum together with the interest due thereon is not
repaid as directed under paragraph (b), within the time
specified in the direction, the sum, together with the interest
due thereon up to the date of repayment, shall,
notwithstanding the terms and conditions subject to which
the loan was granted, become a debt due and payable to the
corporation and may be recovered by the realisation of any
security given for the purpose of the loan or in any other
manner provided for in this Act or in any other written law.
39. If any loan made under this Act by a corporation
or any part of the loan has been misapplied, the corporation
may, notwithstanding the terms and conditions subject to
which the loan was granted—
(a) where the loan has been secured by
mortgage or in any other manner, by notice
in writing addressed to the borrower, recall
the loan or any part thereof and may require
the loan or that part, together with any
interest due thereon up to the date of
repayment, he repaid within the time
specified in the notice, and, in default of
repayment within the time so specified,
recover the sum, together with the interest
due thereon up to the date of repayment, by
the realisation of any security given for the
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Repayment of
loan made by
corporation.
purpose of the loan or in any other manner
provided for in this Act or in any other
written law; or

(b) where the loan has not been secured by
mortgage as in any other manner, by notice
addressed to the borrower, require the loan
or any part thereof, together with any
interest due thereon up to the date of
repayment, be repaid within the time
specified in the notice, and, in default of
repayment within the time so specified, the
sum, together with the interest due thereon
up to the date of repayment, may be
recovered in any manner provided for in
this Act or in any other written law.
40. Every loan made by a corporation shall be
repaid to it in accordance with the terms and conditions
under which the loan was made and the moneys so paid
shall without any delay be taken into the accounts of the
corporation:
Provided that a corporation may —
(a) at any time accept payment of the
whole or any part of the amount
representing the principal of a loan, or
interest due thereon, or both, before
the time when the payment is due,
upon such terms and conditions as it
may think fit; or
(b) with the approval of the concerned
Minister—
(i) postpone, for any time not
exceeding five years, the
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Charge on
movable or
immovable
property.

payment of any amount due to
it, by way of principal or
interest, or both, in respect of a
loan made by it, upon such
terms and conditions as it may
deem necessary for the carrying
out of the purposes for which
the loan was made and the
ultimate repayment of such
principal or payment of interest
thereon; or

(ii) from time to time, extend the
period for the repayment of,
or compound or release, any
loan or any part thereof, subject
to such terms and conditions as
it may deem fit.
41. (1) A charge (including a mortgage or pledge)
on movable or immovable property may be made in
favour of a corporation in such manner and upon such
terms and conditions, including payment of fees and stamp
duty, as the Minister assigned responsibility for finance
may prescribe by order and where the charge is created
on immovable property the Registrar of Deeds shall,
upon such notice as may be prescribed by the aforesaid
Minister by order, annotate the charge against the title
issued in respect of the property in the same manner as if
the property were subject to a mortgage passed before the High
Court.
(2) A charge created under this Act may be
determined in such manner as the Minister assigned
responsibility for finance may prescribe order and the
Registrar of Deeds shall take due notice thereof and shall
make such annotations on the records as may be necessary.

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Priority of loan.

Power of
corporation to
buy and manage
mortgaged
property.

Offences in
respect of
loans.
[6 of 1997]
42. Where a loan is made by a corporation on the
security of a mortgage of any property, whether with or
without any other security, the property, from and after the
date of the mortgage, shall be charged with the payment of
the loan and interest as in the mortgage mentioned, in
priority, save so far as otherwise specified in the mortgage,
to every other debt, mortgage or charge whatsoever
affecting the property, except for any charge or lien in
favour of the State, or any loan, due to any creditor not
assenting to such priority, which has been made in good faith
before the loan made by the corporation and which has
been secured by a duly registered mortgage of the property.
43. Where the property mortgaged as security for a
loan under this Act is sold for the purpose of the
enforcement of the security, a corporation may buy such
property and may either manage and hold such property
or sell or otherwise dispose of it as it may deem fit.
44. (1) Any person who—
(a) obtains a loan from a corporation by
means of any false representation;

(b) wilfully applies any loan, made to him
by a corporation, or any part thereof to
any purpose other than the purpose for
which the loan was made; or
(c) having obtained a loan from a
corporation, wilfully destroys any
security given in relation to the loan,
shall be liable on summary conviction to a fine of fifteen
thousand dollars and to imprisonment for twelve months.
(2) In any criminal proceeding in respect of
an offence under subsection (1) (b), the onus of proving
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Limitation
provisions
excluded.

Recovery of
claims.

Power to
exempt from
tax, duty, etc.


Accounts and
audit.
[6 of 1997]
that the person, who is charged with the offence, acted in
good faith and without knowledge that he was not entitled
to apply the loan, or any part thereof, in respect of which the
offence is alleged to have been committed, in the manner he
applied it, shall be upon the person so charged.
45. No statute of limitation shall apply to a claim
brought by a corporation or in respect of movable or
immovable property owned by a corporation.

46. Any sum due to a corporation may be
recovered by parate or summary execution and the right
of recovery granted by this section shall be in addition to
any other procedure available to the corporation under
any other provision of this Act or any other written law.
47. Nothing in this Act shall be deemed to exempt a
corporation from the liability from any tax, duty, rate, levy or
other charge whatsoever, but the Minister assigned
responsibility for finance may by order, which shall be subject
to negative resolution of the National Assembly, exempt
a corporation from the payment wholly or partly of any tax,
duty, rate, levy or other charge payable under any written
law for the time being in force.
48. (1) A corporation shall keep accounts of its
transactions to the satisfaction of the concerned Minister and
the accounts shall be audited annually by an auditor
appointed by the concerned Minister.
(2) The concerned Minister may, at any time
appoint an auditor to examine the accounts of a corporation
and to report thereon to him.
(3) The members, officers and employees of a
corporation shall grant to the auditor appointed to audit
the accounts of a corporation under subsection (1) or (2)
access to all books, documents, cash and securities of the
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Internal audit.

Regulations
regarding
financial
procedure.
corporation and shall give to him on request all such
information as may be within their knowledge in relation to the
operation of the corporation.
(4) An auditor appointed under this section shall
have power to summon and examine all persons whom he
shall think fit to examine for the purpose of obtaining
information in connection with the examination and audit of
the accounts of the corporation and respecting all other
matters and things whatever necessary for the due
performance of the functions vested in him; and if any
person summoned as aforesaid is not a public officer or an
officer or other employee of a corporation he shall be
entitled to payment for his attendance as if he were a
witness attending a legal proceeding in obedience to a
summons issued at the instance of the State.
(5) Any person summoned under subsection (4)
who without reasonable excuse makes default in obeying
the summons shall be liable on summary conviction to a fine
of three thousand dollars.
(6) A corporation may, with the approval of the
concerned Minister, write off bad debts.
49. A corporation may, and when so directed by
the concerned Minister shall in consultation with the
Auditor-General or the concerned officer of any corporation
establish under section 54(1), as may be specified by the
Minister, make arrangements for a regular system of
internal audit which shall be in addition to the audit and
examination of accounts hereinbefore provided for in this
Part.
50. The Minister may make regulations relating to
the procedure to be followed by a corporation with respect
to its financial business and, without prejudice to the
generality of the foregoing, such regulations may in particular
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provide for all or any of the following matters—
(a) accounting methods and
procedures, including the books
and accounts that are to be kept by a
corporation and the form in which
such books and accounts shall be kept;
(b) the preparation of balance sheets,
financial statements and abstracts of
accounts and the forms therefor;
(c) budgetary control;
(d) fees payable to an auditor,
appointed under any provision of
this Act, for the audit or examination
of the accounts of a corporation:
Provided that different fees may be prescribed
in respect of different corporations;
(e) the procedure in relation to the
purchase of stores and equipment;
and the custody and issue of
stores and equipment;
(f) the receipt, transmission and safe
custody of cash;
(g) the procedure relating to the levy
and collection of fees by a
corporation;
(h) the procedure in relation to tendering
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Appointment
of Supervisory
Councils.
and entering into contracts.
PART VIII
SUPERVISORY COUNCILS
51. (1) The President may by order appoint such
number of committees, to be known by such style as may
be specified by him, for the purposes of this Part and
specify the corporations, or other bodies corporate owned
by the State or in which the controlling interest vests in the
State or any agency on behalf of the State, in respect of which
each such committee is appointed.
(2) A Supervisory Council shall consist of such
Ministers, and such experts and advisors, as the President
may deem fit to appoint to it.

(3) Where there is only one Minister assigned
responsibility in relation to the corporation and other bodies
corporate in respect of which a Supervisory Council has been
appointed under subsection (1), that Minister shall be the
chairman of the Supervisory Council and where there are
more than one Minister assigned responsibility for such
corporations and other bodies corporate, one of such
Ministers as may be specified by the President shall be the
chairman of the Supervisory Council.
(4) The membership of a Supervisory Council as
first constituted and every change in the membership
thereof shall be notified in the Gazette.
(5) A Supervisory Council shall regulate its own
procedure.
(6) The terms and conditions of appointment of
the experts and advisers appointed under subsection (2) as
members of a Supervisory Council shall be such as may be
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Functions of
Supervisory
Coouncil.
determined by the President.
52. (1) It shall be the function of a Supervisory
Council to—

(a) co-ordinate the activities of such
corporations, and other bodies
corporate owned by the State or in
which the controlling interest vests in
the State, or any agency on behalf of
the State, as may be specified in the
order appointing it;
(b) monitor the performance of such
corporations and other bodies
corporate; and
(c) perform such other functions as
may be conferred upon it by the
President in respect of such corporations
and other bodies corporate.
(2) Without prejudice to the provisions of
subsection (1), the President may direct any Supervisory
Council to perform, in relation to any corporation or other
body corporate in respect of which it has been appointed,
any power conferred by this Act on the Minister or the
concerned Minister.
(3) Where a Supervisory Council has been
appointed in respect of any corporation or other body
corporate, every person or authority, other than the
President or the Minister, on whom any function has been
conferred by or under this Act in relation to that
corporation or other body corporate, shall in exercising or
discharging that function defer to the authority of the
aforesaid Supervisory Council exercised in pursuance of
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Performance
contracts.

the provisions of this Act.
(4) Subject to the provisions of section 54, a
Supervisory Council may make suitable arrangements to
provide itself with the services of such officers and other
employees as are required for the performance by it of its
functions.
(5) The sum of money, if any, required by a
Supervisory Council to meet the expenses in any year of
arrangements made under subsection (4) shall be provided
by the corporations and other bodies corporate in respect of
which it has been appointed and the sum payable in each year
by each such corporation or other body corporate shall be
determined by the Supervisory Council.
53. (1) A Supervisory Council may enter into a
performance contract with a corporation or other body
corporate in respect of which it has been appointed.
(2) A performance contract may make provisions
in respect of the performance target to be achieved by the
concerned corporation or other body corporate within the
time specified for that purpose in the contract, the cost
efficiency, the pricing of goods manufactured or services
rendered by it, any export targets, and such other matters
as may be prescribed by the Minister by regulations.
(3) A performance contract shall be signed on
behalf of a Supervisory Council by such person as may be
specified by it.
(4) Any person who commits a breach of any
provision of a performance contract shall, without
prejudice to any other provision of this Act or any other
written law, be liable to such consequence as may be
specified in the performance contract.

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Officers and
employees to
assist
Supervisory
Councils and
the Minister.

54. (1) The Minister shall make such
arrangements as he thinks fit to provide Supervisory
Councils with officers and other employees required for
the performance by them of their functions, and for that
purpose, and to provide to the Supervisory Councils and
the Minister such other services as may be specified by the
Minister (being services which are required or expedient to
achieve the objects of this Act), he may, by order, establish
an organisation which shall be a body corporate with such
name and consisting of such members as may be specified in
the order.
(2) For the purposes of subsection (1), the
Minister may create, outside the public service, such offices,
having such titles and terms and conditions of appointment
as may be determined by him, and may make appointments
thereto and may remove or exercise disciplinary control
over any person holding or acting in any such office.
(3) A person appointed to any office under
subsection (2) shall, subject to the other provisions of this Act,
perform such functions as may be determined by the Minister.
(4) The sum of money required to meet the
expenses of arrangements made by the Minister under
subsection (1), including the expenses of any organisations
established under that subsection, shall be provided by the
corporations and other bodies corporate in respect of which
Supervisory Councils have been appointed and the sum
payable by each such corporation or other body corporate
shall be determined by the Minister.
(5) Every corporation, and every other body
corporate specified in any order under section 52(1)(a),
shall provide any organisation established under
subsection (1 ) or persons appointed under subsection (2),
with such information or documents in its possession, or
returns, in regard to the functioning of the corporation or
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Validation.
other body corporate, as the case may be, as may be
necessary or expedient for the organisation or person to
exercise or discharge its or his functions.
(6) Any member or employee of the
organisation established under subsection (1) or any person
appointed under subsection (2) may for the purpose of
exercising or discharging the functions of the
organisation or such person, as the case may be, with the
approval of, or when directed by, the concerned Minister
enter upon the premises of a corporation or other body
corporate specified in any order under section 52(1)(a)
and examine documents, or obtain information
otherwise, pertaining to the functioning of the corporation or
other body corporate.
(7) Section 63 shall apply to, and in relation to,
every member of any organisation established under
subsection (1) and every one of its employees and every
person appointed under subsection (2) as if such member
were a member, and such employee or person were an
employee, of a corporation.
(8) An order establishing an organization
under subsection (1) may contain provisions for vesting in
that organization movable or immovable property of the
State.
(9) Where an order referred to in subsection (8)
vests immovable property in the organization referred to
therein, the order shall be treated for all purposes as if it were
a transport or other document effecting the conveyance of
immovable property and the Registrar of Deeds shall take
due notice thereof and shall make such annotations on the
records as may be necessary.
55. All things done or actions taken before the
commencement of this Act by every committee, consisting of
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Appointment
of Public
Interest
Committee.

Ministers only or of Ministers and other persons, appointed
before such commencement in respect of any group of existing
corporations or other bodies corporate and designated as
Supervisory Council for that group of corporations or other
bodies corporate, shall be deemed to be valid and always to
have been valid; and each such Supervisory Council as
constituted immediately before the commencement of this Act
shall, after such commencement and until otherwise
directed by the President by order, continue to perform the
functions, which it was performing immediately before
such commencement, in respect of the existing
corporations or other bodies corporate in respect of which it
was appointed.
PART IX
PUBLIC INTEREST COMMITTEE
56. (1) The Minister may by order appoint for the
purposes of this Part one or more committees, with such
styles as may be specified by the Minister (any such
committee hereinafter being referred to as Public Interest
Committee), consisting of no more than twelve persons to
be appointed by the Minister to represent organisations of
workers, women, youth and students, consumers and the
State Planning Secretariat.

(2) Where only one Public Interest Committee is
appointed, the appointment shall be in relation to—
(a) all corporations; and
(b) such other bodies corporate owned by
the State or the controlling interest in
which vests in the State or any agency
on behalf of the State, as are specified
by the Minister,

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Functions of
Public Interest
Committee.
and where more than one Public Interest Committees are
appointed, the appointment of each such Committee shall
be in relation to such corporations, and such other bodies
corporate owned by the State or the controlling interest in
which vests in the State or any agency on behalf of the State,
as are specified by the Minister.

(3) The terms and conditions of appointment of
the members of a Public Interest Committee shall be such as
may be determined by the Minister.
(4) The names of the members of a Public
Interest Committee as first constituted and every change in
the membership thereof shall be published in the Gazette.
(5) Subject to any regulations made by the
Minister, a Public Interest Committee shall regulate its own
procedure.
(6) The Minister shall make arrangements to
provide a Public Interest Committee with such facilities as
may be required to enable it to carry out its functions under
this Act.
57. (1) A Public Interest Committee shall have in
respect of the corporations or other bodies corporate in
relation to which it is appointed such functions as may be
specified by the Minister by order.
(2) Each corporation or other body corporate in
relation to which a Public Interest Committee is appointed
shall designate a person at a senior managerial level in the
corporation or other body corporate to deal with the Public
Interest Committee and intimate to the Committee of the
designation.
(3) Save as otherwise directed by the Minister,
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the members of a Public Interest Committee shall be
entitled to seek from any corporation or other body
corporate, in relation to which it is appointed information
about the functioning thereof and shall be entitled to call for
and examine documents relating thereto.
(4) Where a Public Interest Committee is of the
view that there is need for improving the functioning of a
corporation or other body corporate in relation to which it is
appointed, it may make its suggestions to the corporation or
other body corporate and, where it is not satisfied about the
implementation of the suggestions, it shall be entitled to
make representation to the concerned Minister.
(5) Subject to the other provisions of this Act, any
member of a Public Interest Committee shall not be subject
to prosecution or any other legal action in respect of
anything done or omitted to be done by him in the exercise,
or purported exercise, of his functions as such member.
(6) Every member of a Public Interest
Committee or employee provided to it or assisting it—
(a) shall regard and deal with as secret
and confidential all information,
documents and matters which, he
may obtain as such member or
employee; and
(b) shall not make use of any
information, document or matter
which, or knowledge of which he may
obtain as such member or employee,
for the benefit of himself or any other
person, or otherwise than for the
purposes of his duties as such
member or employee,

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Dissolution of
Guyana State
corporation.
c. 19:05
and any such member or employee who contravenes the
provisions of this subsection shall, on summary conviction,
be liable to a fine of thirty thousand dollars and to
imprisonment for twelve months.
PART X
DISSOLUTION OF GUYANA STATE CORPORATION
58. (1) In this section and section 59 “appointed
day” means the date on which the Guyana State
Corporation referred to in subsection (2) shall stand
dissolved under that subsection.

(2) The Guyana State Corporation established by
section 3 of the Public Corporations Act shall stand
dissolved with effect from such date, being a date before the
expiry of six months from the commencement of this Act, as
may be fixed by the Minister by order, or, if no such date is
so fixed by the Minister, on the expiry of six months from the
commencement of this Act.
(3) All the assets (including rights and interests)
of the Guyana State Corporation, as on immediately before
the appointed day shall, with effect from that day, by virtue
of this section and without further assurance, stand
transferred to and vested in the State.
(4) The liabilities incurred by the Guyana State
Corporation prior to, and subsisting immediately before, the
appointed day shall, with effect from that day, be discharged
by, and be enforceable against, the State as if the said
liabilities had been incurred by the State.
(5) Nothing in subsection (3) and (4) shall apply
to rights and liabilities under any contract of service.
(6) Without prejudice to the provisions of
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subsection (4), all contracts, deeds, bonds, overdrafts,
guarantees, agreements or other instruments or other
documents, which were subsisting immediately before the
appointed day and affected the Guyana State Corporation
shall, as from that day, in so far as they relate to the
undertakings or the assets of the Guyana State Corporation,
be of as full force and effect against or in favour of, the State
and be enforceable as fully and effectually as if, instead of
the Guyana State Corporation, the State had been named
therein or had been a party thereto.
(7) Where immovable property has, by virtue of
this section, vested in the State, the Registrar of Deeds shall
take due notice thereof and shall make such annotations on
the records as may be necessary.
(8) Any proceedings commenced by or against the
Guyana State Corporation prior to the appointed day for the
enforcement of any right or liability which is transferred or
attached to the State by virtue of this section, and pending
immediately before that day in any court or before any
authority, may be continued by or against the State.
(9) Notwithstanding anything contained in this Act
or any other written law or contract to the contrary, the
appointments of all the officers and employees employed by
the Guyana State Corporation immediately before the
appointed day shall stand terminated with effect from that
day:
Provided that any person whose appointment stands
terminated under this subsection may be appointed to the
public service, or by the Minister under section 54(2), on such
terms and conditions as may be agreed upon between the
authority making the appointment and the person so
appointed, and in respect of any person so appointed the
State, where the appointment is made to the public service, or
the organisation established under section 54(1), where the
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Construction of
reference to
Guyana State
Corporation in
any other
written law.

Consultation
with concerned
Minister.

Defect in
constitution of
corporation, etc.
not to
invalidate
act or thing
done.
appointment is made under section 54(2), shall be the
successor of the Guyana State Corporation with regard to his
leave or superannuation rights or benefits, whether accrued,
earned, incohate or contingent.
(10) During the period commencing on the date of
the commencement of this Act and ending on the appointed
day the Guyana State Corporation shall have and exercise
and discharge the functions conferred by or under this Act
on the organisation referred to in section 54(1).
59. On and from the appointed day, unless the context
otherwise requires, a reference in any other written law to the
Guyana State Corporation shall be construed as a reference to
the Minister.
PART XI
MISCELLANEOUS
60. Where any function in relation to any
corporation has been conferred by this Act on any Minister
other than the concerned Minister, the Minister first
mentioned shall, before he exercises in relation to the
corporation any such function, consult the concerned Minister:
Provided that whether any such consultation has
taken place shall not be enquired into in any court.
61. No act or thing done or proceeding taken by a
corporation shall be questioned on the grounds of—
(a) the existence of any vacancy in
membership in the case of a
corporation aggregate, or any defect
in the constitution of the corporation,
whether it is a corporation aggregate
or corporation sole;
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Protection of
managing
director and
members.
Information,
etc., obtained as
managing
director,
member or
employee of a
corporation to
be secret and
confidential.
(b) the contravention of section 16 by a
member of a corporation aggregate
or the managing director of a
corporation sole; or
(c) any omission, defect or irregularity
not affecting the merits of the case.
62. (1) Subject to subsection (2), no action, suit,
prosecution or other proceedings shall be brought or
instituted personally against a managing director of a
corporation sole or a member of a corporation aggregate,
as the case may be, in respect of any act done bona fide in
pursuance of execution or intended execution of his
functions under this Act.
(2) Where a managing director of a corporation
sole or a member of a corporation aggregate, as the case
may be, is exempt from liability by reason only of
subsection (1), such corporation shall be liable to the extent
that it would be if the managing director or member was a
servant or agent of the corporation, so however,
that if in any case the corporation is not liable for any
such act then subsection (1) shall not operate to exempt
such managing director or member as therein stated.
63. (1) A managing director of a corporation sole or
a member of a corporation aggregate or any officer or
other employee of any corporation—
(a) shall regard, and deal with, as secret and
confidential all information, documents and
matters which, or knowledge of which, he
may obtain as such managing director,
member or officer or other employee; and
(b) shall not make use of any document,
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Penalty for
furnishing false
or misleading
information by
member or
employee of
corporation.
[6 of 1997]
matter or information which, or knowledge
of which, he may obtain as such managing
director, member or officer or other
employee, for the benefit of himself or any
other person, or otherwise than for the
purpose of his duties as such managing
director, member or officer or other
employee.
(2) Nothing in subsection (l) shall be deemed
to prevent a managing director, member or officer or
other employee, referred to therein, from disclosing, or to
entitle such managing director, member, officer or other
employee to refuse to disclose, to any person the
information, documents or matters referred to therein for the
purpose of the exercise or performance of his functions or
when lawfully required to do so by any court or under any
law.
(3) Any managing director, member or officer
or other employee, referred to in subsection (l), who
contravenes any provision of this section shall, on summary
conviction, be liable to a fine of thirty thousand dollars and
to imprisonment for twelve months.
64. Any member of a corporation aggregate, the
managing director of a corporation sole or officer or other
employee of a corporation, or any person appointed under
section 54, including a member of any organisation
established under section 54(1) or any person appointed by
such organisation, who, being required by or under any
provision of this Act to furnish any information in regard to
any matter or any return, to any person or authority,
knowingly or negligently furnishes information in regard to
that matter, or a return containing information, which is false
or misleading in any material particular shall, without
prejudice to any other liability that he may incur thereby, be
liable on summary conviction to a fine of fifteen thousand
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Performance of
functions of a
corporation by
the concerned
Minister in
certain cases.
Application of
provisions of
Act to certain
bodies
corporate.
Annual report.
dollars and to imprisonment for six months.
65. During any period when there is no managing
director of a corporation sole or members of a corporation
aggregate in office or when the number of members of a
corporation aggregate in office is less than the number of
members required for a quorum for a meeting of the
corporation, the functions conferred on such corporation
by this Act, shall be exercised and discharged by the
concerned Minister, and the provisions of this Act shall in
any such case be construed with such modifications,
adaptations and exceptions as may be necessary.

66. (1) The Minister may by notification in the
Gazette apply any provision of this Act, without
modifications or with such modifications as may be
specified therein, to anybody corporate, not being a
corporation, owned by the State or in which the controlling
interest vests in the State or in any agency on behalf of the
State.
(2) Any provision of this Act applied to any body
corporate under subsection (1) shall have effect
notwithstanding anything contained in any written law,
other than that provision as so applied or in any contract or
other instrument.

67. (1) A corporation shall not later than six months
after the expiry of each calendar year, submit to the
concerned Minister a report containing—
(a) an account of its functioning,
throughout the preceding calendar year
in such detail as the concerned Minister
may direct; and
(b) a statement of the accounts of the
corporation audited in accordance
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General
penalty.
[6 of 1997]

Power to make
regulations.
[6 of 1997]
with section 48.

(2) A copy of the report mentioned in
subsection (1) together with a copy of the report of the
auditor in relation to the same period shall be laid before the
National Assembly not later than nine months after the expiry
of the calendar year to which it relates.
(3) Where the accounts of a corporation are
kept by reference to a financial year different from the
calendar year, the expression “calendar year” in this
section shall be read with respect to such corporation as
if the expression “financial year” were substituted
therefor.
68. Everyone who is guilty of the contravention of
any provision of this Act, or any regulation made
thereunder, for which no penalty is otherwise expressly
provided by this Act or any regulation made thereunder,
as the case may be, shall, on summary conviction, be liable to
a fine of three thousand dollars and to imprisonment for six
months.
69. (1) The Minister may make regulations for
carrying into effect the purposes of this Act.
(2) Without prejudice to the generality of the
foregoing, and in particular, such regulations may provide
for all or any of the following matters—
(a) the carrying on of transactions
between a corporation and any
person, authority or body resident
overseas or any foreign Government;
(b) the preparation of, and the particulars
to be included in, a performance
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contract;
(c) the recruitment, removal and
discipline of officers and employees;
(d) the procedure to be followed upon the
transfer of an undertaking of a
corporation, other body corporate or
the State, or the merger of
corporations, or the reconstitution of
any corporation under this Act;
(e) the acquisition by a corporation of
interests in, and dealings with,
subsidiaries;
(f) service of process by and upon a
corporation;
(g) any other matter that is required to
be, or may be, prescribed by the
Minister under this Act.
(3) A concerned Minister may make regulations to
provide for all or any of the following matters—
(a) the procedure, including the quorum
for the meetings, of a committee
appointed under the proviso to
section 4(6);

(b) the procedure, including the quorum
for the meetings, of a corporation, the
responsibility for which is assigned to
him, and the manner of transaction of
the business of the corporation;

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Penalty for
contravention
of provisions
of regulations.
[6 of 1967]
Repeal and
savings.

c. 19:05
(c) any other matter that is required to
be, or may be, prescribed by the
concerned Minister under this Act.
(4) The provisions of this section shall be without
prejudice to the provisions of section 50.
(5) Notwithstanding the repeal of the Public
Corporations Act, any regulation made under the Public
Corporations Act to make provision for any of the matters
referred to in the preceding subsections or section 50 and in
force at the commencement of this Act shall, so far as it is
capable of being made under this Act, continue in force as if
made under this Act, subject to amendment or repeal by any
regulation made under this Act.

70. Regulations made under this Act may provide that
every person who is guilty of a breach of any regulation shall
be liable to such fine, not exceeding three thousand dollars,
and to imprisonment for such term, not exceeding six months
and that in the case of a continuing offence to such further
fine, not exceeding three hundred dollars, for each day, after
the first day during which the offence continues, as may be
prescribed by the regulations.
71. (1) The Public Corporations Act is hereby
repealed.
(2) The repeal of the Public Corporations Act by
this Act shall not be deemed to affect the power of the
President to establish or continue a department of the
Government for public corporations with such style,
organisational structure and functions as maybe determined
by him.
(3) Notwithstanding the repeal of the Public
Corporations Act by this Act—
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64 Cap. 19:05 Public Corporations
L.R.O. 1/ 2012
(a) every existing corporation shall
continue to function as if it is a public
corporation established under section
3 of this Act and the members thereof
were appointed under this Act and
every order made under section 46
(establishing a public corporation),
under section 48 (reconstituting
incorporated bodies) or under section
57 (merging two or more public
corporations) of the Public
Corporations Act, and in force
immediately before the
commencement of this Act, shall,
subject to the other provisions of this
Act, continue to be in force after such
commencement as if it were an order
made under the corresponding
provision of this Act, but shall be
construed with such modifications,
adaptations, qualifications and
exceptions as may be necessary to
bring it into conformity with this Act;

(b) any person who holds immediately
before the commencement of this Act,
the office of a member of an existing
corporation shall, notwithstanding
any provision in this Act, continue to
hold such office until such date, after
such commencement, as may be
specified by the concerned Minister;
and
(c) every guarantee given by the Minister
under section 32 of the Public
Corporations Act, and subsisting at
the commencement of this Act, shall
continue to be in force as if that
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L.R.O. 1/ 2012
section had not been repealed by this
Act.
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