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Constitution and Proceedings of Board

International Enterprise Singapore Board Act

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FIRST SCHEDULESection 4(2)Constitution and Proceedings of BoardAppointment of Chairman and Deputy Chairman1. The Minister shall appoint the Chairman and the Deputy Chairman who shall hold office for such period, not being more than 3 years, as the Minister may determine.Tenure of office of other members2. The Minister shall appoint the other members who shall hold office for such period, not being more than 3 years, as the Minister may determine.Temporary Chairman or Deputy Chairman3. The Minister may appoint any member to be a temporary Chairman or Deputy Chairman during the absence, or incapacity owing to illness or otherwise, of the Chairman or the Deputy Chairman, as the case may be.Temporary members4. The Minister may appoint any person to be a member during the absence, or incapacity owing to illness or otherwise, of any member.Revocation of appointment5.—(1) The Minister may, at any time, revoke the appointment of the Chairman, Deputy Chairman or any member.(2) In exercising his power under this paragraph, the Minister shall not be required to assign a reason for such revocation.Resignation6. A member may, at any time, resign from his appointment by giving notice in writing to the Minister.Salaries, fees and allowances payable to Board members7. The Chairman, the Deputy Chairman and other members may be paid, out of the funds of the Board, such salaries, fees or allowances as the Minister may, from time to time, determine.Vacation of office8. The office of the Chairman, the Deputy Chairman or a member shall be vacated if he —(a)is incapacitated by physical or mental illness;(b)becomes a bankrupt or has made an arrangement with his creditors; or(c)has been absent, without the leave of the Board, from 3 consecutive meetings of the Board.Filling of vacancies9. If a member resigns, dies or has his appointment revoked or otherwise vacates his office before the expiry of the term for which he has been appointed, the Minister may appoint a person to fill the vacancy for the residue of the term for which the vacating member was appointed.Meetings and proceedings of Board10.—(1) The Board shall meet for the despatch of business at such times and places as the Chairman may from time to time appoint.(2) At every meeting of the Board 5 members shall form a quorum.(3) All questions arising at any meeting of the Board shall be decided by a majority of the votes of the members present and voting; except that in the case of an equality of votes, the Chairman, or in his absence the Deputy Chairman, shall have a casting vote.(4) The Chairman, or in his absence the Deputy Chairman, shall preside at all meetings of the Board; in the absence of both the Chairman and the Deputy Chairman, the members present shall elect one of their number to preside at the meeting.(5) Subject to the provisions of this Act, the Board may make rules to regulate its own procedure generally and, in particular, regarding the holding of meetings, the notice to be given of the meetings, the proceedings thereat, the keeping of minutes and the custody, production and inspection of the minutes.Disclosure of interest by members11. The Chairman, the Deputy Chairman or a member who is directly or indirectly interested in a transaction or project of the Board shall disclose the nature of his interest at a meeting of the Board; and the disclosure shall be recorded in the minutes of the Board and, after the disclosure, that member —(a)shall not take part in any deliberation of the Board with respect to that transaction or project; and(b)shall be disregarded for the purpose of constituting a quorum of the Board for such deliberation or decision.Validity of proceedings12. The validity of any proceedings of the Board shall not be affected on the ground that the Chairman, the Deputy Chairman or a member has contravened paragraph 11 or that there is a defect in the appointment of any member.Common seal and execution of documents13.—(1) The Board shall have a common seal and the seal may, from time to time, be broken, changed, altered or made anew as the Board thinks fit.(2) All deeds, documents and other instruments requiring the seal of the Board shall be sealed with the common seal of the Board, and every instrument to which the common seal is affixed shall be signed by a member and shall be countersigned by the chief executive officer or by some other person authorised by the Board for that purpose, and such signing shall be sufficient evidence that the seal was duly and properly affixed and that the seal is the lawful seal of the Board.(3) The Board may, by resolution or otherwise, appoint any officer of the Board or an agent, either generally or in any particular case, to execute or sign on behalf of the Board, any agreement or other instrument not under seal in relation to any matter coming within the powers of the Board.(4) Section 12 of the Registration of Deeds Act (Cap. 269) shall not apply to any instrument purporting to have been executed under sub-paragraph (2).Appointment of committees and delegation of powers14.—(1) The Board may, in its discretion, appoint from among its own members or other persons who are not members of the Board, such number of committees consisting of members or other persons, or members and other persons, for purposes which, in the opinion of the Board, would be better regulated and managed by means of such committees.(2) The Board may, subject to such conditions or restrictions as it thinks fit, delegate to any such committee or to the Chairman or the chief executive officer all or any of the functions or powers vested in the Board by this Act, except the power to borrow money or to make regulations.(3) Any function or power delegated under sub-paragraph (2) may be performed or exercised by the committee, Chairman or chief executive officer, as the case may be, in the name and on behalf of the Board.(4) The Board may, subject to such conditions or restrictions as it thinks fit, delegate to any employee of the Board all or any of its functions or powers vested in the Board by this Act, except the power to borrow money or to raise or grant loans or advances to or subscribe to or underwrite the issue of stocks, shares, bonds or debentures of industrial enterprises or the power to make regulations.(5) Any function or power delegated under sub-paragraph (4) may be performed or exercised by the employee in the name and on behalf of the Board.(6) The Board may continue to perform or exercise any function or power conferred upon it under this Act, notwithstanding the delegation of such function or power under this paragraph.

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