PUBLIC BODIES MNAGEMENT AND ACCOUNTABILTY 1
THE PUBLIC BODIES MANAGEMENT AND
ACCOUNTABILTY ACT
ARRANGEMENT OF SECTIONS
1. Short title.
PART 1. Preliminary
2. Interpretation.
PART 11. Corporate Governance and Accountability
2A. Estimates of revenue and expenditure.
2B. Minister may exempt public body.
3. Accounts of public bodies.
4. Shareholdings and distributions.
5. Exercise of borrowing powers.
5A. Payments to public body.
5B. Powers of accounting officer in relation to public bodies.
5C. Powers of Minister in cases of default.
6 . Corporate governance.
6A. Public bodies and the Government's Procurement rules.
7 . Corporate plan.
7A. Power to request information.
8. Audit Committees.
9. Duties of audit committees.
10. Code of audit practices.
I 1. Consultation with Auditor-General.
12. Special audit or examination of public body.
13. Appointments of auditors.
1 3 ~ . Audit of accounts of public body by Auditor-General.
1 3 ~ . Powers of Auditor-General to order audit of books of public body.
13C. Auditor-General to be informed re termination of auditor's services.
14. General duties of auditors.
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2 PUBLIC BODIES UANAGEMENT AND ACCOUNTABILITY
15. Auditor's right to information.
16. ,Errors and omissions. I \
i
PART 111. Duty of Care, Disclosure, etc., of Directors and Oflcers
17. Duty of care.
18. Dissent of absent director.
19. Reliance on statement.
19A. Indemnification of directors, etc.
19B. Indemnity for derivative action. +,
19C. ~ i g h t to indemnity.
1,
20. Levels of emoluments. ,
PART IV. ~ e n e r a l I
2 1. Restriction on formation of new companies.
22. Contents of annual reports.
23. Other reports by public bodies.
23A. Registrar's report on Govem,ment companies.
24. Regulations.
25. ~nforcement.
26. Amendment of Schedules.
27. Supremacy of this Act in relation to public bodies.
I
i
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PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY 3
THE PUBLIC BODIES MANAGEMENT AND Acts 30 of 2001.
ACCOUNTABILITY ACT 12 of 2003.
7 of 2010.
[28th December, 2001. ]
1. This Act may be cited as the Public Bodies ~ a n a ~ e m e n t Short title.
and Accountability Act.
PART I. Preliminary
2. In this Act unless the context otherwise requires- interprets-
tion.
"board" means the board of directors of a public body;
"constituent documents" means the documents of incorpora-
tion of a government company;
"financial distribution" means a distribution made from 20/2011
profits, surpluses or equity; s 2(c)
"financial year" in relation to a public body means, except as 201201 1
may be otherwise provided in any other enactment, a S2(c)
period'of twelve months beginning on the 1st day of
April of a calendar year and ending on the 31st day of
March of the next calendar year;
"government ^companyn means a company registered under
the Companies Act, being a company in which the
~overnment or an agency of the Government, is in a
position to direct the policy of that company;
"public body" means a statutory body or authority or any 1212003
government company, but does not include an executive &%;
agency designated under the Executive Agencies Act; ~ .2 (b ) .
"relevant enactment" means any enactment under which a
public body is established;
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.4 PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY
:'responsible Minister" means, in relation to a public body,
the Minister responsible for that body.
201201 1 "statutory body or authority" means a body corporate estab-
S.2(c) lished by an Act of Parliament over which the Govern-
ment or an Agency of the Government exkcises control.
PART 11. Corporate Governance and Accotintabili(y
Estimatesof 2 A . 4 1 ) Before the end of each financial year, the Minister
revenue and
expenditure. shall cause to be prepared in such form as may be approved by
7/20 1 0 the him, estimates of revenue and expenditure for public bodies,
s. 2o12011 2. with respect to the ensuing financial year, containing-
(a) summary of the corporate plan submilked by each
i public body, pursuant to section 7; I
(b ) information necessary for the compilatioA of the Fis-
cal Policy Paper, as it relates to that body; and
(c) other data and information pertaining to those public
bodies, as the Minister considers ippropria\e.' . .
('2) The Minister shall cause the estimates referred to in
subsection ( 1 ) to be laid before the House of Representatives and
the Senate for approval.
I \ 1
Min~ster may 2B. The Minister may by order, subject to affirmative resolu-
exempt public
body. tion, 'exempt a public body from all or any of the prAvisions of
20120 1 1 this Act. . . I,
S.4. 1
Accounts of 3 . 4 1 ) The accounts of public bodies shall be prepared in
public bodies.
20,20,, accordance with generally accepted accounting principles
S.5.
/ promulgated from time to time,,by the Institute of Chartered
~ccountants of Jamaica, or such other body as the Minister may
specify by cirder.
(2 ) AS soon as possible after the end of each hnancial
year, but not more than four months thereafter, the boaid of a
public body ,shall submit the annual report including audited
financial statements of the public body to the responsible Minis-
ter, who' shall cause the report and statements to be laid on the
Table of the House of Representatives and of the Senate.
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PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY 5
4.-(1) In acquiring any shares, a public body shall act in Sharehold-
accordance with regulations made under section 24. .
lngs and
d~str~bu-
(2) The Minister may from time to time direct the ~ ~ ~ ~ o l l
Accountant-General, in writing, as to the manner in which the s6.
' Accountant-General should exercise his powers as a shareholder
in any government company
(3) All dividends payable in respect of shares held by
the Accountant-General in a government company shall be
paid in accordance with regulations made under section 24.
(4) An annual financial distribution made by a self-
financed statutory body or authority to the Consolidated Fund
shall be in accordance with regulations made under section 24.
(5) Notwithstanding subsections (3) and (4), a public
body may be requested by the Financial Secretary to pay a
special distribution into the Consolidated Fund in accordance
with regulations made under section 24.
(6) Notwithstanding the provisions of section 25(3) of
the Companies Act (which relate to the filing of accounts by
private companies) a public body which is a Government com-
pany shall file accounts in accordance with that section.
5.-(1) Notwithstanding the provisions of any relevant enact- Exercise of
ment or constituent document, a public body shall not, without iz':'ng
the prior written approval of the Minister- 712010
S. 3(a).
(a) exercise any borrowing powers; or
(b) enter into negotiations, or take any other steps, to bor-
row money by way of the issue of bonds or other debt
securities.
(2) An application for approval under subsection (I) shall 712010 .
state the reasons therefor and, where approval is sought pur- S. 3(b).
suant to subsection (l)(a) for the exercise of borrowing powers
and the terms and conditions under which such borrowing will
be effected.
(3) The provision of subsection (1) shall not apply to 712010
the Bank of Jamaica in the exercise of borrowing powers in S.3(C).
the performance of functions relating to monetary policy.
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6 PUBLIC BODIES MNAGEMENT AND ACCOUNTABILITY
~ R O I O (4) At the end of.each financial year, the Minister shall
S.3(c) make a report to the House of Representatives and to the Senate
as to every contravention of subsection (1) occurring in that
finhcial year, and where the Attorney-Gene+al has made an
I application pursuant to section 25 (1) or (4), the status of that
application.
t
20120 1 I (5) The Minister shall not give his approval under sub-
S.7. section (1) unless satisfied that the proposed borrowing is con-
sistent with the debt reduction target specified in section 48C(l)
(6) of the Financial Administration and Audit Act. '
I
P a p e n s t o 5 k . 4 1 ) Subject to subsection (4), no paypent shail' be
d?de krom the Consolidated Fund to any public' body by way 201201 1
S.8. of- \
(b ) capital contribution;
I 1
(c) loan; or
(4 assignment of revenue,
and\no guarantee may be given to any such public body, being a
guarantee which may necessitate payment.from the consolidated
I Fund, unless the conditions set out in subsection (2) are met.
(2) The conditions referred to in subsection (1) are
that- I
(a) 'the prior approval of the ~ o u s e of Representatives has
been obtained for such payment or guarantee (as the
case may be);
(b) subject to section 5B, an agreement in whing has
been made between the Financial Secretary and the
public body, stating the ternis and conditions under .
which the payment or guarantee will be made: and
(c) where appropriate, the public body has lodged with
the Financial Secretary and .any other accounting
ofhcer concerned, copies of-
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PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY 6.0 1
(i) its constitution or, as the case may be, its
articles of incorporation; and
(ii) its latest annual report and audited financial
statements.
(3) Where any agreement referred to in subsection
(2)(b) is in force, the public shall, within four months after the
end of the financial year, submit to its accounting officer-,
(a) its latest annual report and audited financial statement;
and.
(b) a certificate, signed by the auditor of that public body,
stating whether the terms of the agreement have been
met.
(4) Notwithstanding subsection (I), guarantees which
are still outstanding at the date of commencement of the Public
Bodies Management and Accountability Amendment Act, 201 1,
may be paid from the Consolidated Fund.
5B.-31) The accounting officer concerned shall, in relation Powers of
to any agreement referred to in section.5A (2)(b) - accounting officer in
(a) carry out such investigations as may be necessary of
the circumstances in which the payment or guarantee bod~es
20/20 1 1 is sought, and shall report his findings to the Minister ,
and to the responsible Minister.
' (b) ensure that provision is made prior to the execution of
any such agreement for the effective carrying out of
. Government policy and for the protection of the
financial interests of the Government if-
(i) there is a defailt' in complying with the terms of
any such agreement; or
(ii) the accounting officer has reasonable grounds
for believing that any such default is likely to
occur;
(c) carry out such investigation as may be necessary in
the circumstances giving rise to such default or the
likelihood thereof, and report his findings to the res-
ponsible Minister.
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6.02 PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY
(2) Any such guarantee agreement may provide for the
inspection on a regular basis. by the prin~i~al~accounting officer
concerned. of the accounts of the public body-
(3) For the purpose of any inspection mentioned in sub-
' section (2). the accounting officer concerned shall be entitled at
all reasonable times to examine the public bodk's-
I
(a) assets:
(b) accounts:
(c) documents:
* : i(d) files: and
( e ) other records. \ .
1
(in whatever form they may be.
I -
5C.-41) Where a report is inade to the Minister pursuant to
section 5B in respect of any default by a public body. the Minis-
ter may. after consultation with the Minister responsible for that
public body-
(a) direct that any guarantee agreement made in relation to
that body pursuant to section 5A(1) be revised:
(6) specify the remedial action to be taken by that body: .
(c) direct that &I investigation of the circumstances of the
default be carried out by persons specified by him.
(2) Where any principal accounting officer is' respon-
sible for any default in complying with the terms of any such
guarantee agreement, the public body concerned may appeal to
the Minister responsible for that body to take appropriate action.
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6.-(1) Every board shall-
(a) take such steps as are necessary-
Corporate
governance.
(i) for the efficient and effective management of
the public body;
(ii) to ensure the accountability of all persons
who manage the resources of the public body;
(6) develop adequate information, control, evaluation and
reporting systems within the body;
(c) develop specific and measurable objectives and ,
performance targets for that body;
(6) advise the responsible ~ i n i s t e r on matters of general .
policy relating to the management of the body;
( e ) notwithstanding the provisions .of any relevant enact- 712010
.ment ,or any constituent document, enter into a per- S 4
formance contract with its Chief Executive Officer (or
person performing like duties, by whatsoever title
designated), on terms approved by the responsible
Minister and the Minister.
(2) The Minister shall, after consultation with the ~ O I ~ O I I
Auditor-General, 'the Institute of Chartered Accountants of '"
Jamaica, and such other persons having expertise in corporate
governance as the Minister considers appropriate, prescribe and
keep under review, a code of conduct for boards of directors of
public bodies.
6A. Every public body shall adhere to the Government's Public
hodies and procurement rules and guidelines made under any enactment. ,,, ,;,vern-
nient's
procurement
rules.
7.-(1) The Board of Directors of a public body shall, not Covorate
plan. later than three months before the end of the financial year 7nolo
of the public body, deliver to the responsible Minister (and a s. sea,.
copy thereof to the Minister) a draft corporate plan in accord-
ance with regulations made hereunder.
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6.04 PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY
(2) Every corporate plan shall contain the information
F~rst Schedule' specified in the First Schedule.
(3) The board shall- ,
(a) consider any comments, on the draft corporate plan
Power to'
request
information
.7/20lO
S. 6.
that are made'by the responsible Minister (and, where
' applicable, the Minister); and
I
( b ) within one month after delivery of the', diaft corporate
plan in accordance with subsection (1), beliver the final
corporate plan to-
(i) the responsible Minister; and ,
(ii) the Minister for his endorsement.
, (4) Subject to subsection (5), the boardimay modify a
corporate plan and shall deliver the modification to the Minister
for his endorsement. <
I
I (5) Where a board intends to modify a hrporate plan
it shall-
(u) give written notice of that intention to the responsible
' Minister and the Minister, stating the nature of the
I proposed modification;
(h) , take into account any comments made by 'the respon-
sible Minister and the Minister, in relation thereto.
(6) The Minister shall, as soon as possible after endor-
sing any final corporate plan, or any modification ofia corporate
plan, pursuant to this section, cause a copy of the plan or modi-
fication (as the case may be) to be tabled in the House of Rep-
resentatives and the Senate for approval.
7A. The Financial Secretary may, from time to time, request
the board of a public body to supply information on its financial
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PUBLIC BODIES UANAGEMENT AND ACCOUNTABILITY 6.05
operations, and the board shall comply with the request within
such time as may be specified in the request by the Financial
Secretary.
8.--(1) Subject to subsections (2) and (3), every public Auditcorn- -
body that has four or more directors shall establish an audit z:::d
committee consisting of not less than three directors. 2012011
S. I I(a)
(2) The board of a public body with three or less than
three directors shall constitute the audit committee of that
body.
(3) The majority of members of an audit committee shall
not' be officers or employees of the public body.
(4) The auditor of a pub1,ic body shall-
(a) be entitled to be given notice of and attend every meet-
ing of the directors or audit committee, in relation to
matters concerning the auditor's functions or on which
the auditor has made a'report; and'
(b) attend every such meeting when requested to do so by
, . .' the directors or audit committee.
. t
(5) The auditor of a public body shall be entitled to- ayP,L;,
(a) attend an annual general meeting of the public body;
(b) receive all notices of and other communications relating
to any annual general meeting which any member of the
public body is entitled to receive;
(c) be heard at any such annual general meeting which he
attends, regarding any part of the business of the meet-
ing which concerns him as auditor.
(6) For the purpose of ensuring that the audit cbmmittee 201201 I
of a public body has the capability to perform the duties of the S. I I (b).
audit committee, the board may co-opt, to perform the duties of
the audit committee, individuals who are not members of the
board'but who possess a broad range of qualifications relevant
to the functions of the public body.
(7) At least one member of the audit committee shall be 201201 I
a qualified accountant, registered under the Public Accountancy S. Il(b)
Act, or possess expertise in the area of finance.
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201201 I I (8) Every individual co-opted pursuant 10 subsection (6)
shall have all the rights and responsibilities of the 'other mem-
bers of the audit committee in respect the work of that c o ~ m i t -
tee. < I
Duties of audit 9 . 4 1) The audit committee of a public body shall-,
committees. , -
; (a) advise the board on-
(i) practices and procedures whikh will promote
productivity and the quality and volume of ser-
vice; i
(ii) the extent to which the objects of the public
body are being achieved; and . I . 1 .
(iii) the adequacy, efficiency and effectiveness of the
accounting hnd internal contrdl sfructuie and
I
systems of the public body; , I ' - , 1 , -
(iv) the inhependence of the auditors auditing the
I - '
public body; ,
I (b) review and advise the board on the f i n ~ c i a l statements
that are to be included in the annual report of the public
body; ',- - 1 I (b) oversee any internal audit of the public body;
(4 review and advise the'board' on. the annual auditor's
' report; I
I (4 in the case of a public body 'undergoing ki special audit
or examination, review and adviseathe bbard with res-
pect to the report of that audit or examination; and
u> perform such other functions as are assigned to it by the
board.
(2) The audit committee shall keep detailed records of
its meetings and such records shall be made available to. the
external auditor and any examiner of a public body during any
external audit or examination.
t
Code of audit 1 0 . 4 1) The Financial Secretary shall, after consultation with
pract'ces. public bodies, the Auditor-General, the Institute of Chartered
Accountants of Jamaica and such other suitably qualified
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PUBLIC BODIES MNAGEMENT AND ACCOUNTABILITY
persons as may be expedient, prepare and keep under review, a
code of audit practices prescribing the way in which auditors are
to carry out their functions under this Act.
(2) The code shall conform with generally accepted
auditing standards.
11. The auditor or examiner of a public body may at any time Consults-
consult the Auditor-General on any matter relating to his audit zd:,:
or special examination. ' General.
12.--(1) Where, in any particular case, the responsible special
a u d ~ t or Minister has reasonable cause to believe that a special audit of a
public body should be conducted by an auditor other than the ofpublic
public body's auditor, the responsible Minister may appoint an body.
auditor or a firm of auditors for that purpose.
(2) Where an auditor or a firm of auditors is appointed
pursuant to subsection (I), the responsible Minister shall require
that auditor or firm to carry.out and report in writing to the
responsible Minister on-
. (a) such examination of the public body's procedures as
. + the responsible Minister may specify in order to deter-
mine whether or not those procedures are adequate for
securing economy, efficiency and effectiveness in its
use of the body's financial, human, physical and other
resources;
(b) such other examination of the public body as, in the
responsible Minister's opinion, is necessary in the pub-
lic interest.
(3) The expenses, as approved by the responsible
Minister, of any audit or examination carried out pursuant to
subsection (1) shall be paid by the public body concerned.
13.--(1) Subject to subsection (2), the Minister may, by Appoint-
ment of order, prescribe the criteria for appointment of an auditor for a auditors,
public body. 201201 I
S. 13(a)(b).
(2) A person is not qualified to be appointed or'hold an
appointment as an auditor for a public body unless he is a
registered public accountant under the Public Accountancy Act;
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8 PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY
(3) Where a board does not recommend the renewal of
appointment of an auditor, the board shall give written notice to
the Auditor-General and the responsible ~in ik ter , stating' the
reasons therefor. 1
(4) Where an auditor withdraws his services in relation
to a public body, he shall give notice in writing, stating his
'
reasons, to the Auditor-General and the responsible Minister.
(5) A person shall not be eligible for appointment as
an auditor of a public body if he-
(a) is a director, officer or employee of the' public body or
any of its affiliates or is a business partner of any
director, officer or employee of the public bodjr or any
of its affiliates; i
(b) beneficially owns. or controls, directly or indirectly, a
material interest in the shares or debts of the public
body or any of its affiliates, or
1
I (c) has been a receiver, receiver-manager or liquidator of
the public body or any of its affiliates within two
years of his proposed appointment as auditor of that
public body.
20/2011
S. 14.
Audit of
accounts of
public body
by Auditor-
General.
20/2011
S.14.
(6) An auditor of a public body who becomes disquali-
fied by virtue of subsection (1) or (5) shall resign forthwith upon
becoming aware of the disqualification.
I
13A.-(1) IVotwithstanding anything to the contrary con-
tained ih any other enactment, the ~ud i to r -~enera l may, if he
thinks fit, audit the accounts of any public body, d d shall do so
if the House of Representatives, by resolution,so directs.
(2) The Auditor-General's report on his examination
and audit of any accounts audited pursuant to subsection (1) shall
be submitted to the responsible Minister for presentation, subject
to the requirements of subsection (3) (a), to the House of Repre-
sentatives.
(3) The requirements of this subsection are that-
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PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY 9
(a) the responsible Minister shall-
(i) obtain the observations of the public' body
concerned on any matter to which attention has
been drawn by the Auditor-General in his
report; and
(ii) cause such observations to be presented to the
House of Representatives, together with the
report;
(b) if the responsible Minister fails, within two months
after receipt of the report, to present it to the House of
Representatives, the Auditor-General shall transmit a
copy of the report to the Speaker of the House to be
presented by him to the House. . .
13B.-41) In exercise of his duties under section 13A, the Powersof
Aud~tor- Auditor-General may authorize any person who is a registered General to
public accountant under the Public Accountancy Act, to inspect, orderaud~t
o f books o f examine or audit the books and accounts of any public body ,,,,,
which the Auditor-General may require to be examined or body -
201201 1 audited; and that person shall report his findings to the Auditor- ,,
General.
(2) In exercise of his duties in relation to public
bodies, the Auditor-General, or any auditor appointed by the
Auditor-General shall have like powers as are vested in the
Auditor-General for .the purpose of examining accounts under
sections 25 and 28 of the Financial Administration and Audit
Act.
(3) Each public body referred to in subsection (1)
shall pay the person authorized pursuant to subsection(1) such
fees as may be determined by the Auditor-General, after
consultation with the Financial Secretary.
13C. Where- Auditor-
General to
(a) the appointment of an auditor is not renewed by the bein-
formed re board of a public body, the board shall inform the ternination
Auditor-General in writing of the reasons therefor; or of auditor's
services.
201201 1
S.14.
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-
1 I I
1
10 PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY
(b) any auditor withdraws his services in relation to the
1 audit of the accounts of any public body, he shall in-
form the Auditor-General in writing of such withdraw-
al, and the Auditor-General shall inquire into the matter
and report his findings to the Minister.
Generaldutles 14.-41) In auditing the accounts of a public body, an auditor
of aud~tors
201201 I shall ascertain and thereafter shall report to the ,board whether in
s.15 his opinion- I
(a) the provisions of this Act, the relevAnt enactment or
a
any other enactment relating to the administration of
money and property of the public body have been
I complied with; I,
I (b) the rules and procedures framed and applied are suf-
, . ficient to secure an effective check on'the assessment,
collection and proper allocation of the revenue and
other receipts of the public bidy; and
1 .
(c) essential records have been made and proper practices
have been observed in the compilation bf the accounts.
(2) The auditor shall comply with any code of audit
practices for the time being in force in respect of the public
body. I
(3) The auditor shall report in writink to the board
whenever h e - !
(a) has reasonable grounds for believing that the public
'
body's circumstances have changed, kX changing or
are likely to change in such a manner askto- ,
(i) materially and adversely affect the viability of
that body; or -
(ii) otherwise impair its ability to carry out its
h c t i o n s ;
- a
(b) becomes aware of an occurrence or transaction that
affects or might reasonably be expected to affect the
public body as described in paragraph (a);
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I
I t
. I I ' , I
PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY
(c) becomes aware that the board or any member thereof
or any officer of the public body has contravened a
provision of a relevant enactment or this Act or any
regulations made hereunder.
(4) The auditor may prepare separate auditor's reports
on the public body's financial statements if, in the auditor's
opinion, separate reports would be more appropriate.
(5) The auditor shall submit such other reports respect-
ing the public body or any subsidiary thereof as the Auditor-
General may require'.
Auditor S Right to Information
t
15. The directors or former directors, officers, employees or Auditor's
r~ght o agents of a public body shall furnish to the auditor such inform- information,
'
ation and explanation and records, documents, books of ac-
counts and vouchers of the public body or any of its subsidiaries
as the auditor may require in order to enable him to prepare any '
report required by this Act or any relevant enactment.
16.-(1) A director or officer of ,a public body shall, on Errorsand.
becoming aware of any material error or omission in a financial OmiS"OnS.
statement to which a report prepared by the auditor relates,
forthwith notify the auditor of that error or omission.
(2) An auditor or former auditor of a public body who
is notified pursuant to subsection (1) or becomes aware of any
material error or omission in a financial statement to which' a
report prepared by the auditor or former auditor relates, shall
forth.with notify each director of the public body of that error or
omission.
(3) Where an auditor or former auditor of a public
body notifies the directors of an error or omission in accordance
with subsection (2), the auditor or former auditor shall issue a
correction to the report and a copy thereof shall be given
to the Auditor-General, the responsible Minister and the Minis-
ter.
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12 PUBLIC BODIES MANAGEMENT AND ACC 1 OUNTABILITY
PART 111. Duty of Care, Disclosures.! etc., of Directors
and .Officers
DU~Y of care. 1 7 . - ( 1 ) Every director and officer of a pbblic body shall, in
I the exercise of his powers and the performance of his duties-
(a) act honestly and in good faith in the best interests of
the public body; and I
I
(b) exercise the care, diligence and skill; that a reasonably
prudent person would exercise in comparable circum-
stances including, but not limited to the general know-
ledge, skill and experience of the direbtor or officer.
(2) A director who is directly or indirectly interested in
any matter which is being dealt with by the botkd-
' (a) shall disclose the nature of,his inierest at"a board
meeting;
* . . i J.
(b) shall not take part in any deliberation bf the board with
respect to that matter. I
Dissentof , 1,s. A director who was absent from a board meeting at .
absent direc-
tor. which a resolution was passed or any other action was taken,
shall be deemed to have consented thereto unlbss, within seven
days after becominglaware of that resolution lor action, as the
case may be, the director-
. (a) causes written notice of his dissent to be appended to
the minutes of the meeting; or
t
I
1
(b ) delivers such notice to the registered drfice of the body
or sends such notice by 'registered m;ail addressed to
that office.
I
Rel~ance on 1 9 . - ( 1 ) A director or officer shall not be liable for a breach
statement I
201201 I of duty under section 17(1) if he relies in good faith on a report
s 16(b) of an attorney-at-law, accountant, engineer, valuer or any other
person whose profession gives authority to a statement made by
him including any director or officer who has provided such
report in his professional capacity .
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I
PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY 13
(2) A director or officer of a public body shall not be
in breach of his duty under section 17 (1) if, he believed in the
existence of information which, if true, would render the direc-
tor's or officer's exercise of care, diligence and skill in the per-
I
formance of his duty to be reasonably prudent.
(3) For the purposes of this section, a director or
officer shall be deemed to have acted with due care, diligence
and skill where, in the absence of fraud or bad faith, the director
or officer reasonably relied, in good faith, on documents relating
to the affairs of the public body, including financial statements,
reports of experts or on information presented by other directors
or, where appropriate, other officers and professionals.
1 9 A . 4 1 ) Except in respect of an action by or on behalf of a Indemnlfi-
catlon of public body to obtain a judgment in its favour, the public body d,rectors,
may indemnify- etc
201201 1
(a) a director or officer of the public body; s 17
' (b) a former director or officer of the public body; or a
person wh6 acts or acted at the request of the public
body as a director or officer of a public company of
which the public body is or was a member or creditor,
and his legal representatives, against all costs, charges
and expenses (including an amount paid to settle an
action or satisfy a judgment) reasonably incurred by
him in respect of any civil, criminal or administrative
action or proceeding, to which he is made a party by
reason of being, or having been, a director or officer of
that public body.
(2) Subsection (1) does not apply unless the director
or officer to be so indemnified-
(a) acted honestly and in good faith, with a view to the best
- interests of the public body; and
(b) in the case of a criminal or administrative action or
proceeding that was enforced by a monetary penalty,
had reasonable grounds for believing that his conduct
was lawful.
[The inclusion of this page is authorized by L.N. 92cl2012]
Indemnltyfor 19B. A public body may with the approval of the Court,
derivat~ve
action indemnify a person referred to in section 19A in respect of an
201201 I action- I
S.17. 1
(a) by or on behalf of the public body tolobtain a judgment
in its favour; and
I
(b) to which he is made a party by reason of being or
having been a director or an officer ok the public body,
I -' a
against all costs, charges and expenses reasobably incurred by
him in connection with the actibn, if he fulfills/the conditions set
I .
I out in subsection (2) of section 1,9A. 1
Right to
indemnity
20120 1 1
S.17.
19C. Notwithstanding anything in section IQA or 19B, a per-
son' described in section 19A is entitled to indemnity from the
public body in respect of all costs, chargys and expenses
I reasonably incurred by him in connection with the defence of
any civil, criminal or adminisirahve actioi or proceeding to
, which he is made a party by reason of being, d i having been, a
dirictor or officer of the public body, if the: person seeking
indbmnity- I
' - t
I (a) was substantially successful on the merits in his
I defence of the action or proceeding; I
I
t
t
(b) qualified in accordance with standards set out in sec-
tion 19A or 19B; and . t
(c) is fairly and reasonably entitled to indemnity.
Levels of 20. In the exercise of any powers conferred on a board by a
emoluments
20120 I I relevant enactment or any constituen't documbnts in relation
S 18. to- I / . *
(a) emoluments payable to the staff of a public body;
I
(b) any other policies and guidelines applibable,
t
the board shall act in accordance with such gdidelines as are
issued from time to time by the Minister resdpnsible for the
public service and the Minister, respectively. i
[The inclusion of this page is authorized by L.N. 92~/2012]
1
PUBLIC BODIES UANAGEMENT AND ACCOUNTABILITY 15
PART IV. General
2 1 4 1 ) A public body shall not form a new company Restriction
on forma- without the prior written approval of the responsible Minister tlon . of new
given after consultation with the Minister. companies.
, (2) An application for approval under subsection (1)
shall-
(a) state the reasons for the proposed formation of the
new company;
(b) contain particulars relating to the financing of the
operations of the proposed company, the corporate
plan and employment of staff.
2 2 4 1 ) Without prejudice to the provisions of any rele- contentsof
annual vant enactment or constituent documents in relation to the prep-
aration of annual reports by a public body, such reports shall be
prepared in the prescribed form and in accordance with Part I of 712010
the Second Schedule. S.7. Second
Schedule.
(2) A report under subsection (1) shall not contain
any information of a commercial value which would be or could
reasonably be expected to be, destroyed or diminished if the
information were disclosed.
23. Every public body shall prepare in the prescribed form Other
and submit to the reponsible Minister and the Minister, the half- 7;;: by
yearly, quarterly and other reports in accordance with Parts 11, 111 bodies.
and IV of the Second Schedule. 231201 1 S.19.
23A.- (1) The Register of Companies shall, within four Registrar's
report on months after the end of each financial year, prepare and submit
to the Minister a report on all government companies contain- companies.
ing- 231201 1 S 20.
(a) a list on any subsidies of such companies, specifying
any additions thereto, or deletions therefrom during
the financial year; and
[The inclusion of this page is authorid by L.N. 92c/2012]
. (b) information on any default by such companies in com-
plying with the relevant provisions :of the Companies
1 Act. 4 \
(2) The Minister shall cause a copy of the repon sub-
mitted under subsection (1) to be laid on the Table of the House
oflRepresentatives.
Regulations. 24 .41 ) The Minister may make regulations generally
201201 1
s. 21 for giving effect to the provisions and purposes of this Act
and without prejudice to the generality of the foregoing, may in
particular-
I \
t
(i) specify criteria for the creation of public
bodies; I .
I
(ii) specify criteria for the evaluation of the via-
bility of public bodies, using cost benefit ana-
1
lysis;
-4 ' f
(iii) in respect of loans guaranteed to public bodies
under the Approved Organizations and Autho-
rities Loans (Government Guarantee)Act, pres-
cribe a scale for commissions which may be im-
posed under section 3(2) of#that Act, based on
specified economic criteria and risk analysis, so
as to ensure that such commissions are com-
mensurate with the botential cost hid risk, to the
Government, of such guarantees; t '
1
(iv) specify criteria for the appointment of boards of
public bodies;
. . . ,
(v) specify criteria for the makinglof financial dis-
tributions to the Consolidated /Fund by public
bodies. I
I
(2) Regulations made under subsection (1) shall be subject
to afErmative resolution.
[The inclusion of this page is authorized by L.N. 92c/2012]
PUBLIC-BODIES M NAGEMENT AND ACCOUNTABILITY 17
25.-41) If the Court is satisfied, on an application by the Enforce-
ment. Attorney-General, that any person has contravened any of the 20,20,,
provisions of- s. 22.
(a) section 3(3) (submission of annual report and audited
financial statements);
(b) section 4 (acquisition of shares and payment of divid-
ends or annual financial distribution to the Government
under regulations made under section 24);
(c) section 5(1) and (2) (exercise of borrowing powers);
(d) section 6 (corporate governance);
(e) section 7 (corporate plan);
, section 7A (power to request information);
(g)' section 8 (audit committees);
(h) section 9 ( duties of audit committees);
(i) section 14 (general duties of auditors);
@ section 15 (failure to h i s h information to auditors);
(k) section 17 (fiduciary duties);
( I ) section 20 (levels of emoluments);
(m) section 21 (restriction on formation of new companies);
(n) section 23 (other reports by public bodies),
the Court may exercise any of the powers referred to in sub-
section (2).
(2) The Court may- t
(a) order the person concerned to pay to the Crown such
pecuniary penalty not exceeding one million dollars; or
(b) grant an injunction restraining that person from
. engaging in conduct described in subsection (1).
[The inclusion of this page is authorized by L.N. 92c/2012]
(3) In exercising its powers under this section the court
shall have regard to-
I
(a) the nature and extent of the default;
(b) the nature and extent of any loss suffered ,by any
person as a result of the default;
I
(c) the circumstances of the default; i
I
(d) any previous determination against the person con-
cerned.
I
, (4) [Deleted by 23 of 201 1, S.22(2).]
Amendment 26. The Minister may amend the Schedules by order' subject
of Sche-
dules. to negative resolution. I
supremacy 27. Notwithstanding any.provision of any other law or enact-
of this Act in
relation to ment, to the contrary, where that other law. or enactment raises
public any inconsistency between this Act and that provision in relation
bodies.
2oDo, , to the operations of any public body, the provisions of this Act
s.23. shall prevail. '
FIRST SCHEDULE - (Section 7)
Information to be included in Corporate klan
Each corporate plan shall contain the following information-
1. A statement of the objectives of the public body.
2. The nature and scope of the activities to be undertaken, differen-
tiating between commercial, social and regulatory activities. .
3. An operating budget.
4. Capital budgets and their justification.
5. The public body's accounting policies.
6. The performance targets and other measures by which the perfor-
mance of the body may be judged in relation to its objectives.
7. A statement of the principles adopted in determining the annual
dividend or surplus, together with an estimate of the amount or
proportion of annual tax earnings (from both capital and revenue
sources) that is intended to be distributed to the government.
[The inclusion of this page is authorized by L.N. 92cl2012)
PUBLIC BODIES MANAGEMENT AND ACCOUNTABILITY 19
FIRST SCHEDULE, contd. (Section 7)
Information .to be included in Corporate Plan, contd.
8. The kind of information to be submined to the responsible Minister by
the public body during the course of the financial year, including the
information to be included in each half-yearly report.
9. The procedures to be followed before the public body or any of its
affiliates subscribes for, purchases, or otherwise acquires shares in
any company or other organization.
10. Any activity f i r which the board of directors seeks compensation,
such as agency fees, from the Government (whether or not the
Government has agreed to provide such compensation).
11. Such other information as is agreed by the responsible"~inister and
the board of directors.
12. 'An estimate of the current commercial value of the Governkent's
investment in the public body and its afiliates and a statement of the
manner in which that value was assessed.
, *
SECOND SCHEDULE (Sections 22 and 23)
PART I. Contents of Annual Reports
The following matters shall be included in the annual reports of public
bodies--
1. Audited financial statements, including-
(a) explanatory notes; and
(6) notes to the financial statements, including accounting
policies.
2. A statement of the emoluments of every chairman, director, chief
executive officer and senior official, for that year.
3. A report of the board of directors which shall include-
(a) a review of all operations;
(6) a statement on any proposed change in the nature and
scope of the activities of the body;
(c) any modification or proposed modifications to the corporate
plan;
(4 a summary of the achievement of the body measured
against appropriate performance targets;
(e) forecasts and projections of key financial and operating
measures for the next twelve months;
[The inclusion of this page is authorized by L.N. 92c/2012]
PUBLIC BODIES UANAGEMENT AND ACCOUNTABILITY
I SECOND SCHEDULE, contd. (Sections 22 and 23)
PART I. Contents of Annual Reports, contd.
u> where applicable, notification of payment of dividends.
1
PART I I. Hal$yearly Reports
I
I
Half-yearly reports shall be submitted within two months of the end of each
half of a financial year, and such reports shall contain- , . 2
(a) an abridged, unaudited 'statement of the financial position of the
' body, with explanatory notes; ,
(b) a quantitative report from the board of directorston the performance
. of the public body compared with the objectives and targets set out
, , in the corporate plan and operating budget; ,
(c) important changes in intent and scope during thehalf year; and
(4 the outlook for the next half year.
PART I I I. Quarterly Reports
Quarterly reports shall be submitted within one month of the end of each
' $
quarter, and such reports shall contain- !
(a) a summary commentary and summary financial statistics indica-
ting-
(i) a summary of the achievements of the public body
measured against appropriate performance targets;
(ii) the forecast and projection of key financial and operating
performance measures for the remaining quarters of the
financial year; -
(iii) the reasons for any significant changes in performance
targets both from the previous targets and from the annual
targets set out in the corporate plan; and
(b) a report on any special examinations carried out pursuant to section
12. ,
PART 1V. Other Reports
Other reports shall be submitted as may be required, from time to time by the
Minister, and such reports shall contain such information as may be specified
by the Minister.
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