Housing Corporation Act – 2010

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Arrangement of Provisions

PART I
PRELIMINARY

1. Short title and commencement
2. Interpretation

PART II
THE HOUSING
CORPORATION

3. Continuation of the Housing
Corporation
4. Offices of the Corporation
5. Functions of the Corporation
6. Operating principles
7. Corporation to follow
approved policy of the
Government
8. Powers of the Corporation

PART III
MANAGEMENT OF
THE CORPORATION

9. The Directors of the
Corporation
10. Terms of office of directors
11. Remuneration of appointed
directors
12. Meetings of directors
13. Disclosure of interest
14. Contracts by the Corporation
15. Committees
16. Delegation of powers
17. No gifts etc. to be accepted by
directors or officers

PART IV
STAFFING PROVISIONS

18. Chief Executive Officer
19. Acting Chief Executive
Officer
20. Corporation staff
21. Other staffing provisions

PART V
THE CAPITAL AND FUNDS
OF THE CORPORATION

22. Capital of the Corporation
23. Saving of existing
arrangements
24. Shares to be held by the
Government
25. Corporation may issue
securities
26. Securities issued by the
Corporation to be guaranteed
by the Government
27. Investments in securities
issued by the Corporation
28. Other powers to borrow

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29. General Reserve and other
funds
30. Corporation to maintain
approved securities
31. Distribution of Profits
32. Transfer of Government
property and securities to the
Corporation
PART VI
LOANS BY THE
CORPORATION
33. Securities from borrowers
34. Mortgages of leasehold
interests
35. Powers in relation to recovery
of monies owed by borrowers
PART VII
FINANCIAL MANAGEMENT,
INQUIRIES ETC
36. Audit Committee and Risk
Management Committee
37. Inquiries into malpractice
38. Protection of informants
39. Protection from liability
40. Accounts, audit, and annual
report
41. Powers of the Auditor
42. Director’s responsibilities in
relation to accounts and
reports
43. Write-offs
PART VIII
OBLIGATIONS
OF DIRECTORS
44. Obligations of Directors
45. Directors with loans in arrears
PART IX
MODIFICATION OF
THE APPLICATION
OF CERTAIN LAWS
46. Application of the Public
Bodies (Performance and
Accountability) Act 2001 to
the Corporation
47. Application of the Companies
Act 2001 to the Corporation
PART X
MISCELLANEOUS
PROVISIONS
48. Indemnities for directors and
employees
49. Confidentiality of financial
information
50. Prohibition of procuration fees
51. Exemption from income tax
52. Use of Approved Forms
53. Regulations
54. Repeal of the Housing
Corporation Act 1989
55. Savings and Transitional
Provisions
__________

2010, No. 24

AN ACT to continue the Housing Corporation established
under the Housing Corporation Act 1989 and to provide
for the functions, powers, and duties of the Corporation
under modern and reformed arrangements, and for
related purposes. [19th October 2010]



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BE IT ENACTED by the Legislative Assembly of Samoa in
Parliament assembled as follows:
PART I
PRELIMINARY
1. Short title and commencement-(1) This Act may be cited
as the Housing Corporation Act 2010.
(2) This Act shall come into force on the date of its assent by
the Head of State.
2. Interpretation - In this Act, unless the context otherwise
requires:
“Auditor” means the Controller and Chief Auditor of the
Independent State of Samoa;
“Board” means the Board of the Corporation as provided for
in section 3(2) and the provisions of Part III;
“Corporation” or “Housing Corporation” means the Samoa
Housing Corporation continued by section 3;
“Government” means the Government of the Independent
State of Samoa; and
“Minister” means the Minister of Finance; and
“securities” has the same meaning as in the Securities Act
2006.
PART II
THE SAMOA HOUSING CORPORATION
3. Continuation of the Housing Corporation-(1) The
Housing Corporation established under the Housing Corporation
Act 1989 is continued under this Act under the name of the
Samoa Housing Corporation, and shall operate and be managed in
accordance with the provisions of this Act.
(2) The Samoa Housing Corporation may operate under the
name “Housing Samoa” or any other name approved by the
Board.
(3) The management of the Corporation shall be vested in its
Board which shall be appointed and hold office in accordance
with the provisions of Part III.

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(4) The Corporation is a body corporate with perpetual
succession and a common seal and:
(a) may enter into contracts;
(b) may sue and be sued in its corporate name;
(c) shall have the power to acquire, hold and dispose of
real and personal property; and
(d) may generally do all such acts and things that are
necessary for or incidental to the performance of
its functions under this Act or any other law.
(5) The powers of the Corporation shall not be affected by any
vacancy in the membership of the Board.

4. Offices of the Corporation-(1) The principal office of the
Corporation shall be in Apia.
(2) The Corporation may establish such branch offices in Apia
and elsewhere, as the Board thinks fit.

5. Functions of the Corporation-(1) The Corporation shall
continue to have the principal function of lending money on
mortgage or other security for the purposes of erecting, renewing,
repairing, extending, purchasing or otherwise acquiring a home
for the personal occupation of the borrower or the borrower’s
family, or to assist the borrower to acquire land for the purpose of
erecting a home for personal occupation.
(2) The Board shall develop and apply policies and
procedures for lending money in accordance with subsection (1)
which shall ensure that borrowers from the Corporation are
generally persons who are not able or eligible to secure loans from
other commercial financial institutions.
(3) In addition to the principal function provided for in
subsection (1) the Cabinet may approve additional functions for
the Corporation, including roles and responsibilities in relation to:
(a) the formulation and implementation of national
housing policies;
(b) the promotion of home ownership schemes;
(c) administrative or operational support for the housing
industry of Samoa;
(d) the management of the Government’s housing
portfolio; and

2010, No. 24 Housing Corporation 5

(e) any other relevant functions which Cabinet regards as
being in the interest of promoting home ownership
or resolving issues related to shelter in Samoa.

6. Operating principles-(1) In determining whether or not
any loan or financial, technical, or advisory assistance shall be
given to any borrower or stakeholder in Samoa’s housing
industry, and in the performance of other functions under this Act,
the Corporation shall have regard to the following considerations:
(a) recognising that access to adequate shelter is a
fundamental human right;
(b) maximising returns to the Corporation from its loan
portfolio and other activities by applying sound
lending and commercial practice, whilst ensuring
that its borrowers are persons who might
otherwise be deprived of access to other sources of
finance for home ownership and construction;
(c) generally raising the level of private home ownership
in Samoa, and the quality of home construction
and residential accommodation, with the resultant
contribution to the alleviation of poverty;
(d) assisting the proper development and expansion of the
housing industry in Samoa by promoting the
formation of builders’ associations, implementing
policies which aim to protect the interests of
persons who are arranging for the construction of
their own homes, and promoting occupational
safety and health in the industry, and by other
appropriate means;
(e) contributing to the orderly development of Samoa by
ensuring the observance of laws relating to
physical planning and building construction, and
to the protection of the environment; and
(f) otherwise ensuring that the national interest of Samoa
will be served by the operations of the
Corporation.

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(2) In lending any money to any person, the Corporation shall
obtain the best possible security for the repayment of the loan to
the Corporation in accordance with accepted commercial practice
in the financial sector.
(3) Nothing in subsection (2) shall prevent the Board from
approving arrangements that are aimed to ensure that adequate
funding is provided for:
(a) the development of housing and home ownership
schemes;
(b) the development of enterprises in the housing industry;
and
(c) the enhancement of economic growth in other related
sectors of significant national interest.

7. Corporation to follow approved policy of the
Government - In exercising its functions and powers under this
Act or any law, the Corporation shall give effect to approved
policies of the Government as communicated to the Corporation
in writing by the Minister.

8. Powers of the Corporation-(1) The Corporation shall
have all the powers that are reasonably necessary or expedient to
enable it to carry out its functions, roles and responsibilities.
(2) Without limiting the generality of subsection (1), the
Corporation may:
(a) make loans to any person, and give guarantees in
respect of any person in manner which is
consistent with the requirements of this Act;
(b) subscribe for, purchase, underwrite, or sub-underwrite
shares, debentures, bonds, or other securities
issued or guaranteed by the Government, or by
any enterprise;
(c) buy, lease, or otherwise acquire, hold, manage,
improve, or develop any real and personal
property;
(d) develop, sell, let, mortgage, charge, or otherwise deal
with or dispose of any of its property;

2010, No. 24 Housing Corporation 7

(e) execute, make, draw, accept, endorse, discount, issue,
and negotiate cheques, promissory notes, bills of
exchange, bills of lading, other drafts, warrants,
bonds, debentures, coupons, and other negotiable
or transferable instruments, and buy, sell, or
otherwise deal in such instruments;
(f) participate in the management of enterprises to which it
has given, or is to give, any loan or financial,
technical, or advisory assistance;
(g) place funds not immediately required by it on deposit
with any Corporation, or invest such funds in
Government securities or other approved
Government investments;
(h) take such steps as may be necessary to recover its
financial interest from any borrower or to protect
its interest in any housing development;
(i) make such charges for the provision of its services as it
thinks fit;
(j) subject to the other provisions of this Act, borrow
money from the Government or from any
Corporation or lending institution (whether in
Samoa or overseas) on such terms and conditions
as the Board approves;
(k) enter into joint ventures, partnerships, agency
relationships and any other appropriate
arrangement for the performance of its functions;
and
(l) create any subsidiary and operate any special account
for the purposes of paragraph (k).
(3) The Board may approve any policy or procedural
requirement for any purpose consistent with this Act, and may:
(a) specify criteria to be applied in determining which
persons or classes of persons shall be eligible to
receive loans;
(b) specify criteria to be applied with regard to types of
homes and the value, construction and nature of
homes in respect of which loans may be under this
Act;

8 Housing Corporation 2010, No. 24

(c) fix maximum amounts which may be advanced to any
one (1) or more persons for the purposes of this
Act, and the nature or extent of security to be
given with respect to loans; and
(d) fix fees to be paid for applications for loans, or for any
other matters under this Act for which fees may
appropriately be charged.
(4) The exercise of any power under this section shall be in
accordance with the applicable regulatory requirements imposed
by the Central Bank of Samoa and applying to the Corporation
under any relevant law or other lawful authority.

PART III
MANAGEMENT OF THE CORPORATION

9. The Directors of the Corporation-(1) The Board of the
Corporation shall be comprised of not more than five (5) directors
who shall be appointed by Cabinet in accordance with any law
and approved Government policy relating to the management of
public bodies.
(2) Cabinet shall appoint one (1) of the directors to be
Chairperson, and may appoint a Deputy Chairperson.
(3) The directors of the Corporation shall be appointed by the
Head of State, acting on the advice of Cabinet, and may be
removed from office by the Cabinet.
(4) A representative of a joint venture partner of the
Corporation may be appointed to the Board by Cabinet in
accordance with any joint venture agreement.
(5) No person may be appointed to be a director, or may
continue to hold office, while that person is holding a full-time
office in the Corporation.
(6) From 31 December 2010:
(a) no Member of Parliament, constitutional officer or
public servant shall be a member or re-appointed
as a member of the Board unless Cabinet has
certified that such appointment or re-appointment
is necessary; and -

2010, No. 24 Housing Corporation 9

(i) in the national interest; and
(ii) that the Member of Parliament,
constitutional officer or public servant has
particular qualifications or business experience
which the Corporation requires on its Board
and such qualifications or business experience
cannot be found elsewhere; and
(b) where a Member of Parliament, constitutional officer
or public servant is appointed or re-appointed
under this section, that person shall not receive
remuneration or other benefits from the
Corporation for services as a member of the
Board.

10. Terms of office of directors - Every director shall hold
office for the term stated in the instrument of appointment or until
replaced in accordance with this Act.

11. Remuneration of appointed directors - Every director
shall be paid such remuneration and allowances as may be fixed
by Cabinet.

12. Meetings of directors-(1) Meetings of directors shall be
held at such times and places as the Chairperson appoints.
(2) The Chairperson shall call a meeting whenever required to
do so in writing by at least three (3) directors.
(3) At any meeting three (3) directors shall form a quorum.
(4) The Board may approve the use of a procedure whereby a
draft resolution is circulated to directors, and if at least three (3)
directors indicate their consent by signing the resolution then that
shall be sufficient for the acceptance by the Board of the proposed
resolution.
(5) The Chairperson shall preside at every meeting at which
he or she is present, and in the absence of the Chairperson, the
Deputy Chairperson shall preside.
(6) If the Chairperson and Deputy Chairperson are both absent
from a meeting, the directors present shall elect one (1) of the
directors to preside at that meeting.

10 Housing Corporation 2010, No. 24

(7) At every meeting, the Chairperson or other person
presiding shall have a deliberative vote, and in the case of an
equality of votes, the Chairperson shall also have a casting vote.
(8) Every question arising at a meeting shall be decided by a
majority of the votes.
(9) Subject to the other provisions of this Act, the Board may
regulate its procedure in such manner as the Board thinks fit.

13. Disclosure of interest-(1) No director shall act as a
delegate of any business or commercial enterprise, or receive or
accept directions from any business or commercial enterprise in
respect of duties to be performed under this Act:
PROVIDED THAT this restriction shall not apply to a director
who is appointed to represent the interests of a joint venture
partner of the Corporation.
(2) Any director who, otherwise than as a director, is directly
or indirectly interested in any arrangement entered into, or
proposed to be entered into by the Corporation, shall as soon as
possible after the relevant facts have come to his or her notice,
disclose the nature of such interest at a meeting of the Board.
(3) A disclosure under this section shall be recorded in the
minutes of the meeting of the Board and the director shall not take
part after the disclosure in any deliberation or decisions relating to
the arrangement, but shall be counted as present for the purpose of
forming a quorum of the Board for any such deliberation or
decision.
(4) Where any director acts contrary to the provisions of this
Act, or uses information obtained through the Corporation for
personal gain (or the gain of any other person), and Cabinet is
satisfied that such a breach has occurred, that member may be
immediately terminated as a director of the Corporation.
(5) Any person terminated under subsection (4) shall not be
eligible for reappointment as a director of the Corporation at any
time.

2010, No. 24 Housing Corporation 11

14. Contracts by the Corporation-(1) Contracts on behalf
of the Corporation may be made:
(a) in the form of a deed which shall be in writing and be
under the common seal of the Corporation; or
(b) in the form of a written agreement, which shall be in
writing and be either -
(i) under the common seal of the
Corporation; or
(ii) signed by any person or persons acting
in accordance with a general or specific
direction of the Board.
(2) The common seal of the Corporation shall not be affixed
to any document except in accordance with a resolution of the
Board, and the execution of any document so sealed shall be
attested by two (2) directors.

15. Committees-(1) To assist the Corporation to discharge
its functions, the Board may appoint such advisory, audit,
regulatory and technical committees as it determines, and the
Board may:
(a) determine the functions of the committees; and
(b) delegate to the committees such powers of the Board
as are necessary for the committees to perform
their functions.
(2) Members of committees appointed under subsection (1)
may include directors, officers of the Corporation and such
other persons as the Board considers appropriate for the
committees to perform their functions.
(3) Members appointed to a committee established under
subsection (1) may be paid fees, allowances and reimbursement
of expenses as determined by the Board, but no such entitlement
shall exceed the amount approved by Cabinet for such purposes.
(4) Subject to the other provisions of this Act and to any
directions given to it by the Board, every committee may regulate
its procedure in such manner as it thinks fit.

12 Housing Corporation 2010, No. 24

16. Delegation of powers-(1) The Board may delegate to any
of its committees, or to the Chief Executive Officer, or to any
other officer of the Corporation any of its powers under this Act,
including this power of delegation.
(2) Subject to any general or special directions given by the
Board, any committee or person to whom any powers are so
delegated may exercise those powers in the same manner and
with the same effect as if they had been conferred directly by this
Act, and not by delegation.
(3) Every committee or person purporting to act under any
delegation under this section shall be presumed, until the contrary
is proved, to be acting in accordance with the terms of the
delegation.
(4) Every such delegation shall be revocable at will, and no
delegation shall prevent the exercise of any power by the Board
itself.
(5) Until any delegation is revoked, it shall continue in force
according to its terms, even if there is any change in the
membership of the Board, or of any committee of the Board.

17. No gifts etc. to be accepted by directors or officers - No
director or any officer or employee of the Corporation may accept
any gift or advantage for himself or herself, or for any person with
whom the member may have family, business, or financial
connections if the acceptance of it would result, or give the
appearance of resulting in a diminishment of his or her impartial
devotion to functions, duties or responsibilities under this Act.

PART IV
STAFFING PROVISIONS

18. Chief Executive Officer-(1) The Head of State, acting on
the advice of Cabinet, shall appoint a Chief Executive Officer of
the Corporation:
(a) for such period as may be specified in the appointment,
which may not exceed three (3) years;
(b) and on such other terms and conditions as are
approved by Cabinet or the Board.

2010, No. 24 Housing Corporation 13

(2) The Chief Executive Officer shall be the administrative
head of the Corporation, and shall be responsible to the Board for
the effective and efficient management of the Corporation, and for
the execution of the Corporation’s functions.
(3) The Chief Executive Officer may be removed from office
by a decision of Cabinet to that effect.
(4) In carrying out his or her duties, the Chief Executive
Officer shall follow any general or special directions given by the
Board.
(5) The Chief Executive Officer is eligible for re-appointment.
(6) All remuneration and other allowances and expenses
payable to the Chief Executive Officer shall be in accordance with
any approved policy of Cabinet, and shall be paid out of the funds
of the Corporation.
(7) The Chief Executive Officer shall not engage in any other
business or occupation without the prior written consent of the
Board.

19. Acting Chief Executive Officer-(1) The Board may, on
such terms and conditions as it specifies, appoint a suitable person
to be the Acting Chief Executive Officer of the Corporation
during any temporary vacancy in the office of Chief Executive
Officer, or while the Chief Executive Officer is for any reason
unable to carry out the duties of the office.
(2) During any such vacancy in office or incapacity of the
Chief Executive Officer, the person appointed to be the Acting
Chief Executive Officer may exercise all the functions and
powers of the Chief Executive Officer, and shall perform all the
duties of the office.

20. Corporation staff-(1) The Corporation may appoint such
other officers and employees of the Corporation as it may
consider necessary for the purposes of carrying out of the
Corporation’s functions.
(2) Officers may be engaged under contract for fixed periods
or appointed to hold office in accordance with policies of
employment and terms and conditions approved by the Board,
which shall be equivalent to those offered to employees of similar
Government financial institutions.

14 Housing Corporation 2010, No. 24

(3) The Corporation may make personal loans or advances to
its officers and employees for housing and domestic purposes in
accordance with a policy approved by the Board, which shall:
(a) ensure that the entitlements of staff are not less than
those enjoyed by employees of other Government
owned financial institutions; and
(b) be adequate to encourage the recruitment and retention
of suitably qualified and experienced staff to the
Corporation.

21. Other staffing provisions-(1) The Board may approve
other staff entitlements and incentives for the purposes of
attracting and retaining experienced officers, and such incentives
may include:
(a) bonus schemes based upon performance;
(b) pension or retirement entitlements;
(c) subsidised interest on loans provided to officers of the
Corporation, which may be extended beyond the
employment of an officer who has rendered proper
service to the Corporation for an extended period
determined by the Board.
(2) All entitlements applying under this section shall be in
accordance with any applicable determination of Cabinet and
consistent with any other legal obligation relating to the payment
of pensions and contributions to retirement schemes.

PART V
THE CAPITAL AND FUNDS
OF THE CORPORATION

22. Capital of the Corporation-(1) The capital of the
Corporation shall be the amount of approved capital as at the
commencement of this Act.
(2) The Board may, by resolution, recommend to the Minister
that the share capital of the Corporation be increased.
(3) In any such case, the Cabinet may authorise the increase of
the share capital of the Corporation to such amount as the Cabinet
determines.

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(4) The share capital of the Corporation shall not be increased
except in accordance with subsections (2) and (3).
(5) The provisions of this Act relating to the capital and funds
of the Corporation shall apply notwithstanding any provision of
the Companies Act 2001 and any other applicable law to the
contrary.

23. Saving of existing arrangements-(1) For the purposes of
section 22 the approved capital of the Corporation shall be
deemed to include:
(a) all amounts previously paid to the Corporation by the
Government by way of subscription to the capital
of the Corporation;
(b) the amount assessed in accordance with section 24(3)
of the Housing Corporation Act 1989 to be equal
to the preliminary expenses paid by the
Government for the establishment of the
Corporation; and
(c) the value of all assets (including Government land)
previously vested in the Corporation by the
Government in accordance with section 24(5) of
the Housing Corporation Act 1989.
(2) Where any doubt exists as to the amount of capital which
is deemed to have been contributed by the Government in
accordance with subsection (1), the Minister may determine the
amount or amounts, after receiving advice to this effect from the
Chief Executive Officer of the Ministry of Finance, and any such
determination shall be final and conclusive.

24. Shares to be held by the Government-(1) All shares of
the Corporation shall be held by the Government, or on behalf of
the Government in accordance with any law.
(2) Shares of the Corporation may only be transferred in
accordance with any law making provision for the corporatisation
or privatisation of the Corporation.
(3) Any transfer of any share that is not in accordance with
subsection (2) shall be void and of no effect.

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25. Corporation may issue securities-(1) Subject to the
provisions of this section, and after consultation with the Central
Bank of Samoa, the Corporation may with the prior approval of
Cabinet, issue securities at such rate of interest and on such other
terms and conditions as it thinks fit, for the purpose of providing
funds for carrying on its business under this Act.
(2) All securities issued by the Corporation shall constitute a
floating charge on all the assets of the Corporation, and the
security created by such charge shall be available pari passu for
all holders of such securities without priority or preference among
themselves, and without regard to the respective dates on which
such securities were issued.
(3) Securities issued by the Corporation shall be for such term,
not exceeding 30 years, as the Board may in any case determine.
(4) The Corporation may at any time purchase any of its
securities and shall immediately cancel them.
(5) The provisions of the Securities Act 2006 shall apply to
any securities issued by the Corporation in accordance with this
section.

26. Securities issued by the Corporation to be guaranteed
by the Government-(1) All securities of the Corporation issued
pursuant to section 25 are hereby declared to be guaranteed in
accordance with the following provisions of this section.
(2) If any default is made by the Corporation in the payment
of any principal or interest payable by it in respect of any
securities referred to in subsection (1), such principal or interest,
as the case may be, shall be paid by the Government out of the
Treasury Fund within three (3) months of their due dates without
further appropriation than this section.
(3) All money paid by the Government under the authority of
this section on account of any bonds, stock, or other securities
shall constitute a debt due by the Corporation to the Government,
and shall be recoverable accordingly.

27. Investments in securities issued by the Corporation -
Any money which by virtue of any Act or other authority may
lawfully be invested in Government securities may be lawfully

2010, No. 24 Housing Corporation 17

invested in any securities issued by the Corporation and
guaranteed in terms of section 26.

28. Other powers to borrow - For the effective performance
of its functions and the carrying on of its business the Corporation
in addition to the powers set out elsewhere in this Act shall have
the power to borrow from the Government or any Bank or other
Financial Institution in Samoa, and may give security for any
money so borrowed.

29. General Reserve and other funds - The Corporation
may establish and maintain a General Reserve Fund and such
other funds or accounts to which shall be credited:
(a) interest on money for the time being credited to that
fund or account; and
(b) any surplus profits of the Corporation that are credited
to such fund or account in accordance with section
31.

30. Corporation to maintain approved securities - The
Corporation shall at all times keep invested in approved securities
such amount as the Board determines, being not less in the
aggregate than the amount for the time being credited to the
General Reserve Fund.

31. Distribution of Profits - After such provisions as the
Corporation thinks proper has been made for the depreciation of
securities or other assets and for such other matters as in its
opinion are necessary for the efficient conduct of the business of
the Corporation, the surplus for each financial year shall be paid
into the Treasury Fund unless the Minister authorises the
Corporation to credit it wholly or partly:
(a) in redemption of non-interest bearing Government
securities owned by the Corporation;
(b) in payment by the Government by way of subscription
to the authorised capital of the Corporation;
(c) to the General Reserve Fund of the Corporation; or
(d) to any other fund or account.

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32. Transfer of Government property and securities to the
Corporation-(1) The Government may cause to be transferred to
the ownership of the Corporation any Government land (with or
without buildings thereon), and any other Government property,
and the value of any such land or property may, at the option of
the Government, be deemed to be a payment by the Government
on account of subscription to the capital of the Corporation.
(2) The Minister shall cause to be transferred to the ownership
of the Corporation non-interest bearing securities issued by the
Government for such an amount as is necessary for the purpose of
preserving the paid up capital from any impairment whenever in
the opinion of the Corporation the assets of the Corporation are
less than the sum of its liabilities and paid up capital.

PART VI
LOANS BY THE CORPORATION

33. Securities from borrowers-(1) Money lent by the
Corporation shall be secured on mortgage or by such other
security, and in such manner and on such terms, as the Board
determines.
(2) Subject to subsections (3) and (4), the Board shall fix the
rates of interest to be paid on money lent by the Corporation so as
to make adequate provision to cover the costs of administration of
the Corporation and to comply with any other legal obligation
applying to the Corporation, and any applicable policy of the
Government.
(3) When fixing interest rates under subsection (2) the Board
shall take into account any policy or determination of the Central
Bank of Samoa.
(4) The Board shall also comply with any Government policy
concerning the cost of finance and the availability of loan
financing, but where the application of such a policy involves an
operational loss to the Corporation, then the loss incurred shall be
regarded as a community service obligation performed by the
Corporation in accordance with section 9 of the Public Bodies
(Performance and Accountability) Act 2001.

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(5) Different rates of interest may be fixed under subsection
(2) in respect of different securities or different classes of security,
or different portions of the same loan.
(6) The Corporation shall determine the value and
acceptability of every security for lending purposes.

34. Mortgages of leasehold interests-(1) Where a registered
leasehold interest in land is subject to any mortgage under which
the Corporation is the mortgagee, the mortgage shall be deemed
to extend to and include the mortgagor’s interest in any registered
lease that may be granted to him in renewal of the mortgaged
lease, or otherwise in place of the mortgaged lease.
(2) In this section:
“mortgage” includes a charge of any legal nature over the
land; and
“registered” means registered under any law which provides
for the registration of an interest in land which is lawfully
subject to encumbrance by way of mortgage.

35. Powers in relation to recovery of monies owed by
borrowers - The Board may approve policies applying to the
recovery of monies owed to the Corporation which include
powers of designated officers of the Corporation to:
(a) compromise with debtors, including guarantors of
loans provided to customers of the Corporation, in
order to facilitate prompt payment of loans in
default;
(b) suspend or discount interest applying to certain loans
in arrears in order to preserve the integrity of the
Corporation’s accounts, or to facilitate appropriate
compromise with debtors or guarantors; and
(c) enter into arrangements with debtors and guarantors
for the periodic payment of arrears, and for such
arrangements to be confirmed by court orders
obtained by consent.

20 Housing Corporation 2010, No. 24

PART VII
FINANCIAL MANAGEMENT, INQUIRIES ETC

36. Audit Committee and Risk Management
Committee-(1) An Audit Committee shall be established by the
Board, and its membership may include one (1) or more qualified
persons who is not a director of the Corporation.
(2) The functions of the Audit Committee are:
(a) to undertake or oversee all aspects of the internal audit
of the Corporation’s operations, management and
financial procedures;
(b) to assess the extent of compliance by the Corporation
with the applicable prudential guidelines and other
supervisory requirements of the Central Bank of
Samoa, and to report to the Board on any failure
by the Corporation to achieve such compliance;
(c) to ensure that the Corporation complies with accepted
best practice of corporate management and
reporting, and to report to the Board on any failure
by the Corporation to achieve such compliance;
and
(d) to assess any proposal by the management of the
Corporation to recommend the writing off of any
debt owed to the Corporation, and to provide its
recommendation to the Board on all such
proposals.
(3) A Risk Management Committee shall be established by
the Board, and shall be comprised of:
(a) such number of directors as the Board determines;
(b) the Chief Executive Officer;
(c) the internal auditor, or in the absence of an internal
auditor – an officer of the Corporation with
responsibilities for its financial management;
(d) the Corporation’s internal lawyer, or in the absence of
an internal lawyer – an officer of the Corporation
with responsibilities for debt recovery; and

2010, No. 24 Housing Corporation 21

(e) any other appropriately qualified persons who are not a
director or employee of the Corporation, and who
the Board considers may assist the committee to
discharge its functions.
(4) The functions of the Risk Management Committee are:
(a) to identify and assess all risks applying to the
operations and management of the Corporation;
(b) to develop policies of risk management for the
Corporation’s operations and management;
(c) to oversee and report on any matter associated with the
identified risks, and the application of the risk
management policies;
(d) to ensure that all aspects of the risk management
policies, and of their application, are disclosed to
the Board, and to its management and staff, and
are reported on in all reports required to be
prepared and submitted by the Corporation; and
(e) to review any matter associated with the recovery by
the Corporation of monies owed to it through the
sale of any land or other property held as security,
and any other process which the committee
considers to constitute some risk to the proper
management of the Corporation’s debt recovery
procedures.

37. Inquiries into malpractice-(1) For the purposes of
conducting any audit or investigation in relation to any functions
provided for in section 36, the Audit Committee and the Risk
Management Committee shall have the powers and protections
applying to a Commission of Inquiry under the Commissions of
Inquiry Act 1964, including:
(a) protections in accordance with sections 5 and 9 of that
Act;
(b) powers as provided by section 6 of that Act;
(c) power to hear persons having an interest in a matter
which is the subject of a Tribunal proceeding as
provided by section 7 of that Act; and
(d) power to summons witnesses and require the
production of documents.

22 Housing Corporation 2010, No. 24

(2) Any person who, after being summoned to attend before
the Audit Committee or the Risk Management Committee, or to
produce to the Corporation any books, papers, writings, or
documents:
(a) fails to appear according to the terms of the summons;
or
(b) refuses to be sworn or to give evidence or to make
answer to such questions as may be put to the
person by the Committee, or any member of the
Committee relating to the subject of the inquiry; or
(c) fails to produce any such books, papers, writings, or
documents,
is liable for every such default to a fine not exceeding 50 penalty
units.

38. Protection of informants - No action may be taken to
affect the employment within the Corporation, or the status of an
officer of the Corporation, who:
(a) provides information to the Audit Committee or the
Risk Management Committee; or
(b) provides any report or information to any person
concerning a breach of any requirement applying
under this Act, or any other law which imposes
financial or other regulatory requirements on the
Corporation.

39. Protection from liability - No action for defamation may
lie against any person who prepares a report, assists in the
preparation of a report or who provides information to assist in the
preparation of any report by the Audit Committee or the Risk
Management Committee that is consistent with a function of such
a committee under this Act.

40. Accounts, audit, and annual report-(1) The Corporation
shall:
(a) keep full and proper accounts and other records of its
operations at all times; and

2010, No. 24 Housing Corporation 23

(b) prepare a balance sheet and such other statements of
accounts as are necessary to fully and accurately
show the financial position of the Corporation and
the financial results of its operations during that
year, as soon as reasonably practicable after the
end of each financial year.
(2) The accounts of the Corporation shall be audited each year
by the Auditor.
(3) As soon as reasonably practicable after the end of each
financial year, the Corporation shall send to the Minister:
(a) a report of its proceedings and operations for that year
together with a copy of its audited accounts for
that year; and
(b) the report of the Auditor on its accounts.
(4) A copy of the report and the audited accounts of the
Corporation, together with a copy of the Auditor’s report on the
accounts, shall be laid before the Legislative Assembly by the
Minister as soon as practicable after the Minister has received
them.
(5) The Chief Executive Officer and the chief financial officer
of the Corporation shall sign off on all accounts and reports kept
or prepared in accordance with the section, and shall certify that:
(a) proper books of account have been maintained by the
Corporation;
(b) the accounts and reports accurately reflect the financial
affairs of the Corporation, and the accounts
maintained by the Corporation; and
(c) adequate procedures of internal control have been
applied by the management of the Corporation.

41. Powers of the Auditor-(1) The Auditor, or a person
authorised to act by the Auditor, shall be entitled at all reasonable
times:
(a) to have full and free access to all accounts, papers,
records and other documents relating to the
activities of the Corporation;
(b) to take copies of such materials, or to require copies to
be provided; and

24 Housing Corporation 2010, No. 24

(c) to require and receive any information or materials
from any person, for the purpose of carrying out
duties in accordance with section 40.
(2) Any person who hinders or obstructs the Auditor, or an
authorised person under subsection (1) in the carrying out of
duties under this Act, commits an offence and shall be liable upon
conviction to a fine not exceeding 50 penalty units or to
imprisonment for a term not exceeding three (3) months, or both.

42. Director’s responsibilities in relation to accounts and
reports – All directors shall sign off on the accounts of the
Corporation and the report prepared by or on behalf of the
Corporation in accordance with section 40.

43. Write-offs-(1) The writing-off of any debt due to the
Corporation shall be in accordance with:
(a) the requirements of section 120 of the Public Finance
Management Act 2001;
(b) the requirements of any applicable prudential
guidelines and other requirements imposed by the
Central Bank of Samoa;
(c) best corporate management and accounting practice;
and
(d) the procedures stated in subsection (2).
(2) No debt owed to the Corporation shall be written-off
except in accordance with a decision of the Board made:
(a) after a recommendation has been made by the Audit
Committee supporting the writing-off of the debt;
and
(b) after all available and reasonable steps have been taken
to recover the amount outstanding.
(3) The provisions of this section do not apply to any decision
to suspend or write-off the interest component of any loan which
is in arrears, if such a decision has been made pursuant to section
35 or in accordance with a policy approved by the Board.

2010, No. 24 Housing Corporation 25

PART VIII
OBLIGATIONS OF DIRECTORS

44. Obligations of Directors-(1) All directors of the
Corporation shall prepare and submit annual disclosure statements
to the Chairperson in a form and manner required by the Ministry
of Finance.
(2) The Minister of Finance may require that such statements
from the Directors of the Corporation include all relevant details
so as to make full and accurate disclosure of:
(a) the remuneration received by the director from the
Corporation during the year to which the statement
applies;
(b) the number of meetings of the Board, and any
committee of the Board of which the director is a
member, attended by the director during the year
to which the statement applies;
(c) the reasons for failing to attend any Board or
Committee meeting;
(d) all disclosures made by the director of any conflict of
interest during the year to which the statement
applies;
(e) all loans from the Corporation held by -
(i) the director;
(ii) any company in which the director
holds shares, a directorship or employment of
any nature; and
(iii) any spouse, parent or child of the
director;
(f) any arrears in the repayment of all loans referred to in
paragraph (e) during the year to which the
statement applies;
(g) any other position held by the director which may give
rise to any potential conflict of interest; and
(h) any other matter required to be disclosed by the
Minister, or in accordance with the requirements
of the Public Finance Management Act 2001.

26 Housing Corporation 2010, No. 24

(3) A director shall be deemed to be suspended from office if
he or she fails to comply with the requirements of subsection (1).
(4) Subject to subsection (4), the matters disclosed in all
disclosure statements submitted under this section may be
reported upon in all audit and annual reports prepared by or on
behalf of the Corporation.
(5) The information provided in statements submitted under
this section shall be kept confidential in accordance with the
requirements of the Public Finance Management Act 2001 or as
stipulated by the Minister of Finance.

45. Directors with loans in arrears-(1) A director shall be
deemed to be suspended from office if any loan that the director
has obtained from the Corporation, or which a director has
guaranteed for a customer of the Corporation, falls into arrears in
accordance with the Corporation’s usual terms for payment of the
loan.
(2) The provisions of subsection (1) apply:
(a) notwithstanding that the loan was obtained at any time
before the director was appointed to that office;
and
(b) if the loan in arrears has been made to any company in
which the director is a shareholder or director.
(3) The provisions of this section apply to any loan from the
Corporation to a spouse or child of a director.

PART IX
MODIFICATION OF THE
APPLICATION OF CERTAIN LAWS

46. Application of the Public Bodies (Performance and
Accountability) Act 2001 to the Corporation-(1) The
requirements under sections 5 and 6 of the Public Bodies
(Performance and Accountability) Act 2001 for registration under
the Companies Act 2001 and for the issue of shares, shall only
apply to the Corporation if Cabinet determines that the
Corporation is to be the subject of a major re-organisation or is to
be prepared for privatisation.

2010, No. 24 Housing Corporation 27

(2) The provisions of section 5 of the Public Bodies
(Performance and Accountability) Act 2001 which purport to give
prevalence of certain laws over others do not apply to this Act,
and wherever specific provision is made under this Act then that
provision shall prevail over the Public Bodies (Performance and
Accountability) Act 2001 and the Companies Act 2001.
(3) Subject to section 47, no provision of the Public Bodies
(Performance and Accountability) Act 2001 which applies the
provisions of the Companies Act 2001 to the management of a
public trading body shall apply to the Corporation until a
determination is made by Cabinet under subsection (1).
(4) For the purposes of section 9 of the Public Bodies
(Performance and Accountability) Act 2001, the implementation
of any Government policy by the Corporation which involves the
provision of finance at designated interest rates or to designated
eligible borrowers which affect the profitability of the
Corporation shall be deemed to be a community service
obligation performed by the Corporation.

47. Application of the Companies Act 2001 to the
Corporation-(1) Despite the provisions of the Public Bodies
(Performance and Accountability) Act 2001, the only provisions
of the Companies Act 2001 which shall apply to the Corporation
and its directors prior to a determination being made under section
46(1) are:
(a) the application of the solvency test to the payment of
dividends in accordance with section 28 of the
Companies Act 2001;
(b) the fundamental duties of directors under section 65 of
the Companies Act 2001;
(c) the use and disclosure of information by directors as
provided for in section 69 of the Companies Act
2001;
(d) the standard of care of duties under section 70 of the
Companies Act 2001;
(e) indemnities and insurance for directors as provided for
in sections 74 and 75 of the Companies Act 2001;

28 Housing Corporation 2010, No. 24

(f) disqualifications of directors and managers as provided
for in sections 77, 78 and 82 of the Companies Act
2001;
(g) the rights of shareholders to take action as provided for
in section 100 of the Companies Act 2001; and
(h) controls over the interests of directors in transactions
as provided for in sections 111 and 112 of the
Companies Act 2001.
(2) No obligation shall arise by reason of section 73 of the
Companies Act 2001 from any direction given under section 7 of
this Act, or any other act or decision of the Minister or the Cabinet
communicated to the Corporation in accordance with this Act.

PART X
MISCELLANEOUS PROVISIONS

48. Indemnities for directors and employees – No director,
officer of the Corporation or any person appointed to a committee
of the Corporation shall be personally liable for any act done or
omitted to be done in good faith in the performance of the
functions of the Corporation or of any committee of the
Corporation, or the exercise of any lawful power in relation to
such functions.

49. Confidentiality of financial information-(1) Subject to
the provisions of this section, the Corporation shall make
arrangements for keeping the financial affairs of its customers
confidential.
(2) The Corporation shall only provide information relating
to the financial affairs of its customers if it is required to do so
under an order of a court of competent jurisdiction, or in
accordance with any law which requires that such information
be provided for the purposes of suppressing criminal activity.
(3) Subsection (2) does not apply to the provision of
information by the Corporation for the purpose of recovering
debts owed to it.

2010, No. 24 Housing Corporation 29

(4) The provisions of this section shall not affect the
obligations of the Corporation to make available information
that is on the public record, or that is required to be provided in
accordance with any law.

50. Prohibition of procuration fees-(1) Subject to subsection
(2), it shall not be lawful for any person to demand, charge,
recover, or receive a procuration fee in respect of any loan from
the Corporation.
(2) The prohibition in subsection (1) does not affect the power
of the Corporation to enter into any partnership or agency
arrangement for the purposes of carrying out its functions, and for
making arrangements for fees to be paid to agents or partners.

51. Exemption from income tax - The income of the
Corporation shall be wholly exempted from income tax.

52. Use of Approved Forms – The Chief Executive Officer
may approve forms of mortgage or other securities given in
favour of the Corporation, and any other forms to be used for any
purpose contemplated by this Act.

53. Regulations - The Head of State, acting on the advice of
Cabinet may make regulations not inconsistent with this Act to
provide for such matters as are required or contemplated by this
Act or are necessary for giving full effect to the provisions of this
Act and for its due administration.

54. Repeal of the Housing Corporation Act 1989 – The
Housing Corporation Act 1989 is repealed.

55. Savings and Transitional Provisions-(1) The directors
of the Corporation holding office at the time of commencement of
this Act shall continue to hold office as Director as if appointed
under this Act and until they are replaced or re-appointed by
Cabinet in accordance with the provisions of Part III.
(2) The Manager of the Corporation holding office at the time
of commencement of this Act shall continue to hold office as
Chief Executive Officer as if appointed under this Act.

30 Housing Corporation 2010, No. 24

(3) All other officers and employees of the Corporation
holding office at the time of commencement of this Act shall
continue to hold the equivalent office in the Corporation.
(4) All contracts which were lawfully made by the
Corporation prior to the commencement of this Act shall be
deemed to have been lawfully made in accordance with
section 14.


__________
The Housing Corporation Act 2010
is administered by the Samoa Housing Corporation.

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