Home Mortgage Bank (Trinidad and Tobago)

Home Mortgage Bank

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Home Mortgage Bank
L.R.O.

LAWS OF TRINIDAD AND TOBAGO

Act
12 of 1985

Amended by
10 of 1989
18 of 1993*
17 of 2005

** 1 of 2007

*By implication
** See Note on page 2

Current Authorised Pages
Pages Authorised

(inclusive) by L.R.O.
1–26 ..

HOME MORTGAGE BANK ACT

CHAPTER 79:08

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Index of Subsidiary Legislation
Page

Home Mortgage Bank (Variation of Maximum Capital Value of Bonds)
Order (LN 126/1993) … … … … … … 26

Note on Act No. 1 of 2007
Act No. 1 of 2007 provides that—

(a) Amendments made to sections 5, 11, 18, 31A and 33; and

(b) Sections 5A, 5B 34B 34C, 35 and Schedule 2,

took effect from 29th July 2005.

2 Chap. 79:08 Home Mortgage Bank

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UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Home Mortgage Bank Chap. 79:08 3

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CHAPTER 79:08

HOME MORTGAGE BANK ACT

ARRANGEMENT OF SECTIONS

SECTION

1. Short title.

PRELIMINARY
2. Interpretation.

PART I

ESTABLISHMENT, PURPOSES AND MANAGEMENT OF
THE BANK

3. Establishment of Bank.
4. Purposes of the Bank.
5. Functions of the Bank.

5A. Central Bank responsible for supervision of financial activities.
5B. Power to request information.

6. Address and service of documents.
7. Bank may establish branches, etc.
8. Protection of persons dealing with Directors and agents.
9. The Seal.

10. Powers and duties of the Board.
11. The Board.
12. Term of office of Directors and vacancies.
13. (Repealed by Act No. 17 of 2005).
14. Alternate Directors.
15. Disqualification.
16. Vacation of office of Director.
17. Chairman and Deputy Chairman.
18. Appointment of Directors to be notified in the Gazette.

18A. Immunity from liability.
19. Meetings of the Board.
20. (Repealed by Act No. 17 of 2005).

PROCEDURE
21. Annual meeting of shareholders.

22. Financial year.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

ARRANGEMENT OF SECTIONS—Continued

SECTION

23. Special Meeting.

24. Directors to declare interest.

25. Staff of the Bank.

PART II

SHARES
26. Class of shares.
27. No restrictions.
28. No rights of pre-emption.

PART IIA

OFFENCES
29. (Repealed by Act No. 17 of 2005).

29A. Offence to suppress information.
29B. Offence where no penalty is specified.
29C. Defence.
29D. Deceit, fraud or profit.
29E. Monetary benefits.

30. Liability of Director, officer or agent of Bank.

PART III

MISCELLANEOUS
31. Interest on bonds tax exempt.

31A. Upfront expenses allowable deduction.
31B. Payment of moneys to nominee.

32. Exemption from stamp duty.
33. Non-application of certain written laws.
34. Application of Companies Act.

34A. By-law No. 1.
34B. Amendment of Schedules.
34C. Transactions valid, rights preserved.

35. Regulations.

SCHEDULE 1.
SCHEDULE 2.

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UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Home Mortgage Bank Chap. 79:08 5

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12 of 1985.

Commencement.

Short title.

Interpretation.
[17 of 2005].

CHAPTER 79:08

HOME MORTGAGE BANK ACT

An Act to establish the Home Mortgage Bank, to define its
powers and functions and to provide for matters
incidental thereto.

[25TH APRIL 1985]

1. This Act may be cited as the Home Mortgage Bank Act.

PRELIMINARY

2. In this Act—

“the Bank” means the Home Mortgage Bank established under
section 3;

“Board” means the Board of Directors of the Bank appointed
and constituted under this Act;

“the Central Bank” means the Central Bank of Trinidad and
Tobago;

“Chief Executive Officer” means the person appointed from time
to time under section 24(1) of the Act as the Chief Executive
Officer of the Bank;

“Chief Financial Officer” means the person appointed from time
to time under section 24(1) of the Act as the Chief Financial
Officer of the Bank;

“Director” means a Director of the Bank appointed under this
Act;

“Minister” means the Minister responsible for the administration
of finance;

“First Citizens Bank” means the First Citizens Bank Limited;

“Secretary” means a person appointed as such under section 25(1)
or any person designated by the Board to perform the duties
of Secretary.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Establishment
of Bank.

Purposes of
the Bank.
[17 of 2005].

Functions of
the Bank.
[17 of 2005
1 of 2007].

PART I

ESTABLISHMENT, PURPOSES AND MANAGEMENT
OF THE BANK

3. There is hereby established a bank to be known as the
Home Mortgage Bank and the Bank is a body corporate.

4. The purposes of the Bank are—
(a) to develop a mortgage market and maintain a

secondary mortgage market in Trinidad and
Tobago;

(b) to contribute to the mobilisation of long-term
savings for investment in housing;

(c) to support the development of a system of real
property and housing finance and provide
leadership in the housing and home finance
industry;

(d) to promote the growth of the capital market.

5. For the attainment of its purposes the Bank—
(a) may borrow and advance money and mortgage

or charge its undertaking or property or any part
thereof and issue bonds, debentures, debenture
stock and other securities whether as security
for any debt, liability or obligation of the Bank
or of any third party or otherwise;

(b) may buy and sell its property including its
mortgage loans on residential properties;

(c) may appoint other institutions as its trustees on
such terms and conditions as it may consider fit;

(d) may secure the fulfilment of any contracts or
engagements entered into by it, by mortgage or
charge of all or any of its property or
undertaking for the time being in such a manner
as it may consider fit;

(e) (Deleted by Act No. 17 of 2005);
(f) may institute, conduct, defend, compound or

abandon any legal proceedings by or against it
or its officers or otherwise concerning its affairs

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UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

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Home Mortgage Bank Chap. 79:08 7

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and also compound or allow time for payment or
satisfaction of any debts due and of any claims
or demands by or against it;

(g) may make and give receipts, releases and other
discharges for moneys payable to it and for
claims made against it;

(h) may invest any part of its moneys in securities
(other than shares of the Bank), negotiate
contracts and do such acts in the name and on
behalf of the Bank as it may consider expedient
for or in relation to any of its purposes;

(i) may appoint persons to be its attorneys or agents
with such powers (including power to delegate
and to appear before all proper authorities and
make all necessary declarations) to enable its
operations and business to be validly carried on;

(j) may perform such functions and undertake such
services and activities as are required in order to
develop, support and promote its purposes
including the purchase, acquisition of leases or
real property;

(k) may do all such other things as are incidental to
the attainment of its purposes and the exercise of
its powers.

5A. (1) The Central Bank of Trinidad and Tobago shall be
responsible for the supervision of the financial activities of the
Bank as set out in Schedule 2.

(2) The Central Bank may exercise any of its powers
and duties under this Act through any of its officers authorised in
that behalf.

5B. (1) The Central Bank shall have the power to request
information from the Bank for the purpose of ensuring that the
Bank is conducting its business lawfully and in compliance with
the Act.

(2) The Bank shall provide the Central Bank with
information at such time and in such form as the Central Bank
may require.

Central Bank
responsible for
supervision of
financial
activities.
Schedule 2.
[1 of 2007].

Power to
request
information.
[1 of 2007].

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

6. (1) The Bank shall at all times have a fixed address in
Trinidad and Tobago for the service of documents on the Bank
and that address shall be registered with the Registrar General.

(2) All documents to be served on the Bank may be
served by leaving the same at or by sending the same by
registered post to the address registered under subsection (1).

7. The Bank may establish branches and agencies and may
appoint agents and correspondents in Trinidad and Tobago and
elsewhere.

8. (1) A person who deals with the Directors or the Chief
Executive Officer of the Bank shall not be affected by any
irregularity of procedure in connection with the authorisation of
the transaction by a general meeting or other meeting of
shareholders, or by the Directors or any committee of Directors,
or the non-fulfilment of any condition imposed by this Act in
connection with the transaction.

(2) A person who deals with another person who is held
out by the Directors as having authority to act on the Bank’s
behalf in connection with any transaction may treat the Bank as
bound by the acts of that other person done within his apparent
authority even though he has not been authorised by the Bank to
do those acts on its behalf so long as that person has no
knowledge whether actual or constructive, that that other person
has not been so authorised by the Bank.

(3) This section does not entitle anyone to recover a debt
from the Bank or to enforce an obligation or liability against it or
to treat any obligation as binding on it, if in connection with the
same matter he is guilty of a fraud upon the Bank or has
participated or acquiesced in a fraud committed on it.

9. (1) The Directors shall provide for the safe custody of
the seal of the Bank which may be affixed to instruments
pursuant to a resolution of the Board and in the presence of—

(a) the Chairman or, in his absence, the Deputy
Chairman and the Secretary, or in his absence
any Assistant Secretary;

(b) any two Directors; or

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LAWS OF TRINIDAD AND TOBAGO

Address and
service of
documents.

Bank may
establish
branches, etc.

Protection
of persons
dealing with
Directors
and agents.
[17 of 2005].

The Seal.
[17 of 2005].

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Home Mortgage Bank Chap. 79:08 9

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Powers and
duties of
the Board.

The Board.
[17 of 2005
1 of 2007].

Term of office
of Directors and
vacancies.
[17 of 2005].

(c) one Director and the Secretary or in his absence
any Assistant Secretary.

(2) The seal shall be attested by the signature of—
(a) the Chairman or, in his absence, the Deputy

Chairman and the Secretary or, in his absence
any Assistant Secretary;

(b) any two Directors; or
(c) any Director and the Secretary or in his absence

any Assistant Secretary.

(3) All documents other than those required by law to be
under seal and all decisions of the Bank may be signified under
the hand of the Chairman, the Deputy Chairman, any Director or
the Secretary.

10. The business of the Bank shall be managed and the
functions of the Bank shall be performed by the Board.

11. (1) The Board shall comprise a maximum of eleven
Directors as follows:

(a) two Directors who may be appointed by the
Minister of Finance;

(b) two executive officers who may be appointed by
the Board, one of whom shall be the Chief
Executive Officer; and

(c) a minimum of five and a maximum of seven
Directors appointed by the shareholders.

(2) In the event that the Minister of Finance does not appoint
either or both of the two Directors pursuant to subsection (1)(a), the
shareholders shall be entitled to appoint two additional Directors
pursuant to subsection (1)(c), save however, that the number of
Directors of the Bank shall not exceed eleven.

12. (1) Every Director shall hold office from the date on
which he is appointed to the date of the third annual meeting of
the shareholders following his appointment.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

(2) A vacancy in the Board shall be filled in the same
manner that the appointments are made under section 11, but a
person appointed to fill the unexpired term of office of a Director
may hold office only for such unexpired term, unless he is
reappointed in accordance with this section.

(3) A retiring Director is eligible for reappointment.

13. (Repealed by Act No. 17 of 2005).

14. (1) The shareholders of the Bank may by ordinary
resolution appoint alternate Directors in the same manner as the
appointment of Directors.

(2) A person appointed alternate Director shall perform as
a Director in the absence of the Director to whom he is alternate.

(3) The provisions of this Act as they apply to Directors
apply also to alternate Directors.

15. A person is disqualified from being appointed a Director
where he—

(a) has been adjudged insolvent or has suspended
payment to or compounded with his creditors;

(b) is mentally ill within the meaning of the Mental
Health Act;

(c) is debarred from practising his profession on
account of any act involving dishonesty;

(d) has been convicted of an offence and sentenced to
a term of imprisonment in excess of six months;

(e) has been convicted of any offence involving
dishonesty;

(f) is prohibited from being a Director by reason of
any order made under section 69 of the
Companies Act.

16. (1) Where a Director—
(a) dies or by writing under his hand addressed to

the Chairman resigns; or

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Alternate
Directors.
[17 of 2005].

Disqualification.
[17 of 2005].

Ch. 28:02.

Ch. 81:01.

Vacation of
office of
Director.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Home Mortgage Bank Chap. 79:08 11

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Chairman
and Deputy
Chairman.
[17 of 2005].

Appointment
of Directors
to be notified in
the Gazette.

Immunity from
liability.
[1 of 2007].

Meetings
of the
Board.
[17 of 2005].

(b) becomes disqualified under section 15 from
being a Director,

his place on the Board thereupon becomes vacant.

(2) The Chairman may resign from the Board by writing
under his hand addressed to the Board.

17. (1) The Directors of the first Board shall at their first
meeting elect from their number a Chairman and a Deputy Chairman.

(2) The Board shall appoint a Chairman and a Deputy
Chairman and determine the period for which they shall
respectively hold office.

(3) Subject to subsection (4) the Chairman shall preside
at all meetings of the Board and shall have an original and a
casting vote.

(4) In the absence of the Chairman, the Deputy
Chairman, shall preside and perform the functions of Chairman
of the meeting.

(5) In the absence of both the Chairman and the Deputy
Chairman, the Directors present shall elect one of their number to
preside and perform the functions of Chairman of the meeting.

18. The appointment of any person as Chairman, Deputy
Chairman, Director or alternate Director and the termination of any
such appointment shall be notified by publication in the Gazette.

18A. Directors of the Bank shall be exempt from liability for
acts done in relation to the exercise of their functions as Directors,
except such acts as are done by their own wilful acts or default.

19. (1) The Board shall meet not less than once every three
months and meetings shall be held at such time and place
and on such days as the Board may determine.

(2) The Chairman may at any time call a special
meeting of the Board and shall call such a meeting within

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

seven days of the receipt of a request for that purpose addressed
to him by any three Directors.

(3) Three Directors or such greater number determined
by them shall form a quorum for the transaction of business and
notwithstanding any vacancy among the Directors, a quorum at
a meeting properly convened, may exercise all the powers of
the Directors.

(4) A Director may and at the request of any Director,
the Secretary shall, at any time convene a meeting of the Board
and notice of any such meeting shall specify the purpose of, or
the business to be transacted at the meeting.

(5) Notice of any such meeting shall be served not less
than three (3) days (exclusive of the day on which the notice is
delivered or sent but inclusive of the day on which notice is
given) before the meeting is to take place.

(6) It shall not be necessary to give notice of a meeting
of the Directors to a newly elected or appointed Director for a
meeting held immediately following the election of Directors
by the shareholders or the appointment to fill a vacancy among
the Directors.

20. (Repealed by Act No. 17 of 2005).

PROCEDURE

21. (1) Subject to the provisions of section 109 of the
Companies Act, the annual meeting of the shareholders shall be
held on such day in each year at such time and at such place
within Trinidad and Tobago as the Directors may by resolution
determine, or, if all the shareholders entitled to vote at such
meeting so agree, outside of Trinidad and Tobago.

(2) The procedure to be followed at the Annual General
Meeting is contained in the Schedule hereto.

22. (1) The financial year of the Bank is to be determined by
the Board.

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LAWS OF TRINIDAD AND TOBAGO

Annual meeting
of shareholders.
[17 of 2005].
Ch. 81:01.

Schedule.

Financial
year.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Home Mortgage Bank Chap. 79:08 13

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Special
Meeting.
[17 of 2005].

Directors
to declare
interest.

(2) The auditor’s report shall be presented within four
months of the end of the financial year.

23. (1) The Board may at any time call a special meeting of
shareholders after giving not less than twenty-one clear days
notice of the meeting.

(2) Shareholders holding at least fifty per cent of the
issued shares in the Bank may requisition a special meeting by
forwarding a written request to the Secretary indicating the
business to be conducted at the meeting, whereupon the Secretary
shall give notice of the meeting in accordance with subsection (3).

(3) The notice of the meeting shall state the business to
be conducted at the meeting and no other business other than that
stated in the notice may be dealt with at that meeting.

24. (1) A Director who is in any way interested, whether
directly or indirectly, in a contract or proposed contract with the
Bank or whose material interest in a company, partnership,
undertaking or other business is likely to be affected by a
decision of the Board shall disclose the nature of his interest at
the first meeting of the Board at which he is present after the
relevant facts come to his knowledge.

(2) A disclosure under subsection (1) shall be recorded
in the minutes of the meeting and after the disclosure the Director
making it shall not vote on the matter and, unless the Board
otherwise directs, shall not be present or take part in the
proceeding of any meeting at which the matter is being discussed
or decided by the Board.

(3) A Director shall be treated as having an indirect
interest in a contract or proposed contract with the Bank in any
matter with which the Bank is concerned if he is a Director,
shareholder, agent or employee of the company or undertaking
that is a party to the contract or proposed contract with the Bank
or where his spouse, parent, child, brother or sister or the parent,
child, brother or sister of his spouse holds a direct interest in that
company or undertaking.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

(4) For the purpose of this section, a general notice
given to the Board by a Director to the effect that he is a member
of or otherwise associated with a specified company or firm and
is to be regarded as interested in any contract which may after the
date of the notice, be made with that company or firm shall be
deemed to be a sufficient declaration of interest in relation to any
contract so made.

25. (1) The Board may appoint on such terms and
conditions as it thinks fit, the Chief Executive Officer, a Chief
Financial Officer and such other officers and employees as may
be required for the due and efficient performance of its functions
under this Act.

(2) There may be established by the Bank a pension
scheme for the benefit of its officers and employees.

PART II

SHARES

26. The Bank is authorised to issue one class of designated
ordinary share in an unlimited number.

27. There are no restrictions on share ownership or share
transfers.

28. (1) There shall be no rights of pre-emption in respect of
the shares.

(2) Subject to the regulations of the competent
authorities governing the issue and allotment of shares listed on
the Trinidad and Tobago Stock Exchange or any other self-
regulatory organisation (as defined in the Securities Industries
Act), the shares of the Bank shall be under the control of the
Directors who may from time to time allot or otherwise dispose
of all or any of the same to such persons on such terms and
conditions as the Directors shall think fit.

(3) The Directors may decline to make any allotment of
shares to any person without assigning any reason for the decision.

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Staff of
the Bank.
[17 of 2005].

Class of shares.
[17 of 2005].

No restrictions.
[17 of 2005].

No rights of
pre-emption.
[17 of 2005].

Ch.83.02.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Home Mortgage Bank Chap. 79:08 15

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PART II A

OFFENCES

29.

29A. A person who—

(a) without reasonable excuse alters, suppresses,
conceals, destroys or refuses to produce any
document which he has been required to
produce in accordance with this Act or any
Regulations thereunder, or which he is liable to
be so required to produce;

(b) wilfully neglects or fails to furnish any
information; or

(c) knowlingly furnishes false information,

is liable on summary conviction to a fine of one hundred
thousand dollars and to imprisonment for two years.

29B. A person who fails to comply with any provision of this
Act or Regulations for which no penalty is specified is liable on
summary conviction to a fine of fifty thousand dollars and to
imprisonment for two years.

29C. In any proceedings for an offence under this Act it shall be
a defence for the person charged to prove that he took all reasonable
precautions and exercised due diligence to avoid the commission
of the offence by himself or by any person under his control.

29D. In any proceedings for an offence under this Act or
Regulations where it is proved that the person charged intended
to deceive, defraud or profit significantly from the offence, the
penalty shall be a fine ten times the amount stipulated in
section 29B or imprisonment for ten years and this penalty shall
be in addition to any other penalty under this Act.

29E. Where a person has been convicted of an offence under
this Act, the Court may, where it is satisfied that as a result of the
commission of the offence—

(a) the convicted person acquired any monetary
benefits; or

(Repealed by Act No. 17 of 2005).

Offence to
suppress
information.
[1 of 2007].

Offence where
no penalty
specified.
[1 of 2007].

Defence.
[1 of 2007].

Deceit, fraud
or profit.
[1 of 2007].

Monetary
benefits.
[1 of 2007].

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

(b) that monetary benefits accrued to the convicted
person or to the spouse or other dependents of
the convicted person,

order the convicted person, notwithstanding the maximum
amount of any fine that may be imposed under this Act, to pay an
additional fine in an amount equal in the estimation of the Court
to the amount of the monetary benefit.

30. Where a person has committed an offence under this
Act, any director, officer or agent of the Bank, who directed,
authorised, consented to, acquiesced in or participated in the
commission of the offence, is a party to and commits an offence
and is liable—

(a) on summary conviction to a fine of one hundred
thousand dollars and to imprisonment for two
years;

(b) on conviction on indictment, to a fine of two
hundred thousand dollars and to imprisonment
for five years,

whether or not the Bank or other body corporate has been
prosecuted or convicted.

PART III

MISCELLANEOUS

31. (1) Subject to subsection (2) the Bank may issue bonds
up to a maximum aggregate capital value of three hundred
million dollars and the interest payable on the bonds is exempt
from income tax and any other tax including unemployment levy.

(2) The Minister may by Order vary the maximum
aggregate capital value of the bonds.

*31A. (1) The upfront expenses incurred by the Bank in the
issue of bonds shall be allowed as a deduction in computing the
chargeable profits of the Bank for the purposes of the
Corporation Tax Act, the Unemployment Levy Act and the
National Recovery Impost.

16 Chap. 79:08 Home Mortgage Bank

LAWS OF TRINIDAD AND TOBAGO

*This section shall be deemed to have come into effect on 1st January 1987.

Liability of
Director, officer
or agent of
Bank.
[1 of 2007].

Interest on
bonds tax
exempt.

Upfront
expenses
allowable
deduction.
[10 of 1989].
Ch. 75:02.
Ch. 75:03.
14 of 1987.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

Home Mortgage Bank Chap. 79:08 17

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(2) In this section the expression “upfront expenses”
means—

(a) expenses incurred in—
(i) preparing, printing and vetting

prospectuses;
(ii) preparing and printing application and

subscription forms;
(iii) preparing and printing bond certificates;
(iv) artwork for bonds;
(v) advertising;

(vi) preparing debentures;
(vii) preparing Trust Deeds;

(viii) preparing affidavits;
(ix) preparing and vetting agency agreements;
(x) preparing and vetting subscription

agreements;
(xi) searches;

(xii) preparing and filing company particulars;
(xiii) lodging of prospectus with the Registrar

of Companies;
(xiv) stamp duty on debentures;
(xv) stationery; and

(xvi) postage;
(b) underwriting fees;
(c) bond managers fees;
(d) investment fees; and
(e) commissions payable to banks, trust companies

and stockbrokers.

31B. (1) Where a person who holds bonds or other securities
issued by the Bank, has nominated any person to receive
any moneys in respect of the bonds or other securities held by
him, such moneys shall, upon the death of that person and
subject to any right, title or other interest of any other person
and at any charge, encumbrance, tax or duty of any nature
payable in respect of the said bonds or other securities, be
payable to the nominee.

Payment of
moneys to
nominee.
[17 of 2005].

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt

18 Chap. 79:08 Home Mortgage Bank

LAWS OF TRINIDAD AND TOBAGO

(2) Payment by the Bank under subsection (1), shall be
a full discharge of the Bank from all liabilities in respect of those
bonds or other securities.

32. Instruments of transfer relating to the purchase or sale of
the legal or beneficial interest in mortgages by the Bank in the
normal course of its business are exempt from stamp duty
imposed under the Stamp Duty Act.

33. (1) The Financial Institutions Act and the Moneylenders’
Act shall not apply to the Bank.

(2) Notwithstanding subsection (1), the Bank may not
engage in the business of banking within the meaning of the
Financial Institutions Act.

34. The Companies Act applies to the Bank, as if the Bank
were a public company registered under that Act, with such
modifications as are necessary or expedient but subject always to
this Act.

34A. (1) The Directors of the Bank shall make By-law No. 1
of the Bank for approval and adoption at the special meeting of
the Bank approving the same and upon such adoption, By-law
No. 1 shall immediately come into effect and not require any
further confirmation thereafter by the shareholders of the Bank.

(2) All new By-laws and all amendments or any
revocation or repeal of By-law No. 1 or any part thereof or of any
subsequent By-laws, shall be made or adopted by the Directors
subject to section 66 of the Companies Act.

34B. The Minister may, after receiving the recommendations of
the Central Bank, from time to time amend the First and Second
Schedules by Order subject to negative resolution of Parliament.

34C. No transaction shall be invalid and the rights of any
party to the transaction shall not be affected by reason only of a
contravention of the provisions of this Act or the commission of
an offence.

Exemption
from stamp
duty.

Ch. 76:01.

Non-application
of certain
written laws.
[17 of 2005
1 of 2007].
Ch. 84:04.

Ch. 79:09.

Application of
Companies Act.
Ch. 81:01.

By-law No. 1.
[17 of 2005].

Ch. 81:01.

Amendment of
Schedules.
[1 of 2007].

Transactions
valid, rights
preserved.
[1 of 2007].

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35. The Minister of Finance shall, on the recommendation of
the Central Bank, make Regulations subject to negative
resolution of Parliament, in respect of the operations of the
Home Mortgage Bank and notwithstanding the generality of the
foregoing may make regulations for—

(a) treatment of assets and investments;
(b) treatment of interest;
(c) risk management;
(d) reserve fund requirements;
(e) new financial instruments;
(f) cease and desist Orders issued by the Central

Bank;
(g) the criteria for determining the fit and proper

requirements for directors, managers and
shareholders; and

(h) matters relating to inspection and examination
of the Home Mortgage Bank.

Regulations.
[1 of 2007].

UNOFFICIAL VERSION

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SCHEDULE 1

PROCEDURE FOR ANNUAL GENERAL MEETING

1. The Directors shall, on the requisition of the holders of not less than
five per cent of the issued shares of the Bank that carry a right to vote,
forthwith convene a meeting of shareholders, and in the case of such a
requisition the following provisions shall be applicable:

(a) the requisition shall state the business to be transacted at the
meeting and shall be signed by the relevant shareholders and
sent to each Director and deposited at the registered address
of the Bank and may consist of several documents in like
form, each signed by one or more of the relevant
shareholders;

(b) if the Directors do not, within twenty-one (21) days from the
date of the requisition being so deposited, proceed to
convene a meeting, the relevant shareholders or any of them
may themselves convene the meeting, but any meeting so
convened shall not be held after three months from the date
of such deposit;

(c) unless section 133(3) of the Companies Act applies, the
Directors shall be deemed not to have duly convened the
meeting if they do not give such notice as is required by the
Companies Act within twenty-one days from the deposit of
the requisition;

(d) any meeting convened under this paragraph by the relevant
shareholders, shall be called as nearly as possible in the
manner in which meetings are to be called pursuant to
Divisions 5 and 6 of Part III of the Companies Act; and

(e) a requisition by joint holders of shares shall be signed by all
such holders.

2. A printed, written or typewritten notice stating the date, hour and
place of a meeting shall be given by serving such notice on each shareholder
entitled to vote at such meeting, on each Director and on the auditor of the
Bank, not less than ten days, or in the case of an annual meeting or a meeting
to pass a special resolution, not less than twenty-one days (in each case
exclusive of the day on which the notice is delivered or sent and of the day for
which notice is given) and in any case not more than fifty days before the date
of the meeting.

(Section 21).
[17 of 2005
1 of 2007].

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

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3. A notice of a meeting at which special business is to be transacted
shall state—

(a) the nature of that business in sufficient detail to permit the
shareholder to form a reasoned judgment thereon; and

(b) the text of any special resolution to be submitted to the meeting.

4. Subject to section 110(2) of the Companies Act, the Directors may fix
in advance a date as the record date for the determination of shareholders
entitled to receive notice of a meeting of shareholders, but such record date
shall not precede by more than sixty days or by less than fourteen days, the
date on which the meeting is to be held.

5. If no record date is fixed, the record date for the determination of the
shareholders entitled to receive notice of a meeting of the shareholders shall be—

(a) at the close of business on the business day immediately
preceding the day on which the meeting is held; and

(b) if no notice is given, the day on which the meeting is held,
the Secretary or in his absence any Assistant Secretary shall
comply with the requirements of section 112 of the
Companies Act in respect of record dates.

6. A shareholder, the duly appointed proxy of a shareholder and any
other person entitled to attend a meeting of shareholders, may, in any manner,
waive notice of a meeting of shareholders or the time for the giving of any
such notice or any irregularity in any such meeting, which waiver may be
validly given either before or after the meeting to which such waiver relates.

7. The accidental omission to give notice of any meeting or, any
irregularity in the notice of any meeting or the non-receipt of any notice by any
shareholder, Director or the auditor of the Bank shall not invalidate any
resolution passed or any proceedings taken at any meeting of the shareholders.

8. Attendance of any such person at a meeting of shareholders shall
constitute a waiver of notice of the meeting except where such person attends
the meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.

9. Every question submitted to any meeting of shareholders, shall be
decided in the first instance by a show of hands, unless a person entitled to
vote at the meeting has demanded a ballot (either before or immediately after
any vote by show of hands), and, in the case of an equality of votes the
Chairman of the meeting shall, on a show of hands and upon a ballot, have a
second or casting vote in addition to any votes to which he may be otherwise
entitled and—

(a) at every meeting at which he is entitled to vote, every
shareholder, proxy holder or individual authorised to

UNOFFICIAL VERSION

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represent a shareholder which is a body corporate, who is
present in person shall have one vote on a show of hands.

(b) upon a ballot at which he is entitled to vote, every
shareholder, proxy holder or individual as aforesaid, shall
have one vote for every share held by the shareholder; and

(c) at any meeting unless a ballot is demanded, a declaration by
the Chairman of the meeting that a resolution has been
carried unanimously, or by a particular majority, or lost, or
not carried by a particular majority shall be conclusive
evidence of the fact.

10. When the Chairman, or Deputy Chairman is absent, the persons who
are present and entitled to vote shall choose another Director present to be
Chairman of the meeting, but if no Director is present or all the Directors
present decline to take the chair, the persons who are present and entitled to
vote shall choose one of the members to be Chairman of the meeting.

11. A ballot may be demanded either before or immediately after any
vote, by a show of hands but before the declaration of the Chairman of the
meeting under paragraph 9(b) above—

(a) by the Chairman of the meeting;

(b) by at least three shareholders present in person or by proxy; or

(c) by any shareholder or shareholders present in person or by
proxy and representing not less than one-tenth of the total
voting right of all the shareholders having the right to vote at
the meeting.

12. If at any meeting a ballot is demanded on the election of a Chairman
or on the question of adjournment, it shall be taken forthwith without
adjournment on any other question or as to the election of Directors, the vote
shall be taken by ballot in such manner and either at once, later in the meeting
or after adjournment, as the Chairman of the meeting directs.

13. The result of a ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded.

14. A demand for a ballot may be withdrawn.

15. If two or more persons hold shares jointly, one of those holders
present at a meeting of shareholders may, in the absence of the other, vote the
shares, but if two or more of those persons who are present in person or by
proxy vote, they must vote together as one, on the shares jointly held by them,
or not at all.

UNOFFICIAL VERSION

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16. Votes at a meeting of shareholders may be cast either personally or
by an individual authorised by a resolution of the Directors or governing body
of any corporation to represent it at meetings of shareholders of the Bank.

17. (1) Every shareholder including a shareholder that is a body
corporate entitled to vote at a meeting of shareholders may, by means of a
proxy appoint a proxy-holder or proxy-holders or one or more alternate proxy-
holders, to attend and act at the meeting in the manner and to the extent
authorised by the proxy and with the authority conferred by the proxy.

(2) A proxy shall be executed by the shareholder or his attorney
authorised in writing or, if appointer is a body corporate, either under seal, or
under the hand of an officer or attorney duly authorised, and is valid only at
the meeting in respect of which it is given or any adjournment thereof.

(3) It is not necessary for a person appointed by proxy to be a
shareholder.

(4) The instrument appointing a proxy and the power of attorney or
other authority, if any, under which it is signed or a notary certified or office
copy of that power or authority shall be deposited at the registered address of
the Bank or at such other place within Trinidad and Tobago as is specified for
that purpose in the notice of meeting not exceeding forty-eight hours before
the time for holding the meeting or adjourned meeting, at which the person
named in the instrument proposes to vote and in default the instrument of
proxy shall not be treated as valid.

(5) The Bank shall concurrently with the giving of notice of a
meeting of shareholders, send a form of proxy in the form prescribed in
the Companies Act to each shareholder who is entitled to receive notice
of the meeting.

(6) The Bank shall send with every solicitation of a proxy a
management proxy circular with the notice of the meeting and shall
concurrently send a copy to the Commission.

18. The Chairman of any meeting may with the consent of the meeting at
which a quorum is present (and shall, if so directed by the meeting) adjourn
the same from time to time to a fixed time and place and no notice of such
adjournment other than by announcement at such meeting need be given to the
shareholders unless the meeting is adjourned by one or more adjournments for
an aggregate of thirty (30) days or more, in which case the notice of the
adjourned meeting shall be given as for an original meeting.

19. Any business that might have been brought before or dealt with at the
original meeting in accordance with the notice calling the same, may be brought
before or dealt with at any adjourned meeting for which no notice is required.

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24 Chap. 79:08 Home Mortgage Bank

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20. A quorum for the transaction of business at any meeting of the
shareholders shall be present if the holders of a majority of the shares entitled
to vote at the meeting are present in person or represented by proxy or by a
representative of a shareholder which is a body corporate, irrespective of the
number of persons actually present at the meeting.

21. If a quorum is present at the opening of any meeting of the
shareholders, the shareholders present or represented as aforesaid may proceed
with the business of the meeting. Notwithstanding a quorum is not present
without thirty minutes of the time fixed for a meeting of shareholders, the
persons present or represented as aforesaid and entitled to vote may adjourn
the meeting for a fixed time and place but may not transact any other business.

22. Notwithstanding any of the foregoing provisions of this paragraph, a
resolution in writing signed by all the shareholders entitled to vote on that
resolution at a meeting of the shareholders is, subject to section 132 of the
Companies Act, as valid as if it had been passed at a meeting of shareholders.

SCHEDULE 2

Classes of financial activities of the Home Mortgage Bank which the
Central Bank may supervise include the following:

Class Activities

1. Merchant Bank Floating and underwriting stocks,
shares and bonds—

Loans syndication
Providing consultancy and

investment management
services and corporate
advisory services

Acceptance credit
Project Development
Lease financing
Inter-bank financing

2. Mortgage Institution Mortgage lending

[1 of 2007].

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

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Home Mortgage Bank Chap. 79:08 25

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Class Activities

3. Trust Company Managing Trust Funds
Performing duties of trustees,

executor or administrator
and attorney

Administration of Pension Funds
Mortgage lending

4. Collective Investment Funds Providing facilities for the
participation by persons as
beneficiaries under a trust or
other scheme, in profits or
income arising from the
acquisition, holding,
management or disposal of
securities or any other property
whatever.

SCHEDULE 2—Continued

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

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26 Chap. 79:08 Home Mortgage Bank

LAWS OF TRINIDAD AND TOBAGO

126/1993.

Citation.

Maximum
aggregate
capital value of
bonds varied.

SUBSIDIARY LEGISLATION

HOME MORTGAGE BANK (VARIATION OF MAXIMUM
CAPITAL VALUE OF BONDS) ORDER

made under section 31(2)

1. This Order may be cited as the Home Mortgage Bank
(Variation of Maximum Capital Value of Bonds) Order.

2. The maximum aggregate capital value of bonds which
the Bank may issue is varied from three hundred million dollars
to six hundred million dollars.

UNOFFICIAL VERSION

UPDATED TO DECEMBER 31ST 2014

MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt