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Part I · Establisiiment of Housiing Development Finance Corporation of Sri Lanka

Section 3

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Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.

Board of Directors.

(1)

The administration and management of the affairs of the Corporation shall be vested in a Board of Directors

(hereinafter referred to as the “Board”) which shall consist of—

(a)

two ex-officio directors, namely —

(i)

(ii)

a representative of the Ministry of the Minister in charge of the subject of Housing to be nominated by the Minister ; and the Secretary to the Treasury or his representative.

(6)

four directors, of whom—

(i)

(il)

(iii)

(iv)

one director shall be a representative of the

Centrat Bank of Sri Lanka, nominated by the

Minister in consultation with the Board and with the concurrence of the Minister in charge of the subject of Finance;

one director shall be a representative of the

Minister in charge of the subject of Housing nominated by such Minister;

one director shall be a representative of the

Ministry of the Minister in charge of the subject of Finance, nominated by the Minister in consultation with the Board and with the concurrence of the Minister in charge of the subject of Finance;

one director shall be a representative of the

Ministry of the Minister in charge of the subject of Labour, nominated by the Minister in consultation with the Board and with the concurrence of the Minister in charge of the subject of Labour.

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A director nominated under this paragraph is hereinafter referred to as a “nominated director”:

(c)

one or more nominated directors shall, after the contributions of the institutions referred to in section 17 are repaid under that section, resign their posts at the first Annual General Meeting or subsequent Annual

General Meetings as the case may be, in order to secure that the number of nominated directors is proportionate to the share of equity capital held by the Government or Government Institutions in the Corporation ;

(d)

four directors elected by the shareholders of the

Corporation at the Annual General Meeting of the

Corporation:

Provided however that a majority of such elected directors shall at al! times be citizens of Sri Lanka :

Provided further, that the initial elected directors shall be appointed by the Minister;

A director appointed under this proviso is hereinafter referred to as an “appointed Director”.

(2)

(a)

A nominated director may resign his office by a letter in that behalf, addressed to the Minister.

(6)

The Minister may, at any time remove a nominated director from office, without assigning any reason therefor,

(c)

Subject to the provisions of paragraphs (a) and (b), the term of office of a nominated director shall be the period specified in his letter of nomination.

(d)

Where a nominated director dies, resigns or is removed from office, the Minister may, having regard to the provisions of paragraph (6) of subsection (1), nominate another person in his place. The person so nominated shall hold office for the unexpired period of the term of office of the director whom he succeeds.

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A director nominated under this paragraph is hereinafter referred to as a “nominated director”:

(c)

one or more nominated directors shall, after the contributions of the institutions referred to in section 17 are repaid under that section, resign their posts at the first Annual General Meeting or subsequent Annual

General Meetings as the case may be, in order to secure that the number of nominated directors is proportionate to the share of equity capital held by the Government or Government Institutions in the Corporation ;

(d)

four directors elected by the shareholders of the

Corporation at the Annual General Meeting of the

Corporation:

Provided however that a majority of such elected directors shall at al! times be citizens of Sri Lanka :

Provided further, that the initial elected directors shall be appointed by the Minister;

A dircctor appointed under this proviso is hercinafter referred to as an “appointed Director”.

(2)

(a)

A nominated director may resign his office by a letter in that behalf, addressed to the Minister.

(6)

The Minister may, at any time remove a nominated director from office, without assigning any reason therefor,

(c)

Subject to the provisions of paragraphs (a) and (6), the term of office of a nominated director shall be the period specified in his letter of nomination.

(d)

Where a nominated director dies, resigns or is removed from office, the Minister may, having regard to the provisions of paragraph (6) of subsection (1), nominate another person in his place. The person so nominated shall hold office for the unexpired period of the term of office of the director whom he succeeds.

(e)

Where a nominated director is, by reason of illness, absence from Sri Lanka or other cause, temporarily unable to perform the duties of his office, the Minister may nominate a person to act in his place.

(3)

(a)

Two appointed directors shail vacate office at the first Annual General Meeting of the Corporation held after the appointed date, and another two appointed directors shall vacate office at the second Annual General Meeting held after the appointed date and so on until all the appointed directors have vacated office. The determination of the appointed directors who shall vacate office at any Annual General

Mecting shall be made by the drawing of lots at such Annual

General Meeting.

(b)

Anappointed director may resign his office by a letter in that behalf addressed to the Minister.

(c)

The Minister may, at any time remove an appointed director from office, without assigning any reason therefor.

(d)

Where an appointed director vacates office otherwise than in the circumstances referred to in paragraph (a) of this subsection, the Minister may appoint another person in his

- place.

(e)

Where an appointed director is, by reason of illness, absence from Sri Lanka or other cause, temporarily unable to perform the dutics of his office, the Minister may appoint another person to act in his place.

(f)

An appointed director who vacates office otherwise than by removal shail be eligible for election as a director under the succeeding provisions of this section.

(4)

(a)

Where an appointed director vacates office under paragraph (a) of subsection (3) at an Annual General Mecting of the Corporation, the sharcholders present at such Annual

General Meeting shall elect a person to succeed such director.

A person so elected is hereinafter referred to as “an elected director”.

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(b)

An elected director may resign his office by a letter in that behalf addressed to the Board.

(c)

The shareholders of the Corporation may remove an elected director from office by a resolution passed at a meeting of the shareholders.

(d)

Subject to the provisions of paragraphs (b)and

(c)

this subsection the term of office of an elected director sha!l be three years.

(e)

Anelected director vacating office by efluxton of time shall be eligible for re-clection.

(f)

Where an elected director dies, resigns or is removed from office the shareholders of the Corporation shall, at a meeting of such sharcholders, elect another person to succeed such director. The person so elected shall hold office for the unexpired period of the term of office of the director whom he succeeds.

(g)

Where an elected director, is by reason of illness, absence from Sri Lanka or other cause, temporarily unable to perform the duties of his office, the shareholders of the

Corporation may at a meeting of the sharcholders elect another person to act in his place.

Report

Part II

Functions and Powers of the Corporation

Part IV

Finance

Part V

Accounts and Audit

Part VI

General