6. Insertion of new sections 8a, 88 and 8c in the principal enactment
Feedback & supportOfficial English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
The following new sections are hereby inserted immediately after section 8, and shall have effect as sections 8a, 88 and 8c of the principal enactment :—
‘ Nominated
8a.
Directors
The Minister shall nominate as members of the Board of Directors—
three persons, one of whom shali be a senior officer of the Central Bank where the Government of Sri Lanka or the Central Bank or both parties together holds or hold twenty five per-centum or more of the issued share capital of the Bank; or
two persons, one of whom shall be a
Senior officer of the Central Bank where the Government of Sri Lanka or the Central Bank or both parties together holds or hold less than twenty-five per centum of the issued share capital of the Bank.
A person nominated as a director under this subsection is hereinafter referred to as a “nominated director”.
A nominated director shal] hold office for a term of four years:
Provided however, where the percentage of shares held by the Government of Sri
Lanka or the Central Bank or both parties
National Development Bank of Sri Lanka together, is reduced after the nomination of such directors under subsection (1), to such an extent as would require an increase in the number of elected directors, the Minister shall request one or two, as the case may be, of nomniated directors to resign from office and where such director or directors, as the case may be, fails or fail to resign from office, remove such director or directors from office.
The Minister may without assigning any reason therefor remove a nominated director from office.
A nominated director may resign his office by a letter in that behalf addressed to the Minister,
Where a nominated director is temporarily unable to perform the duties of his office by reason of ill-health or other infirmity or absence from Sri Lanka, the
Minister may nominate another person to act as his alternate at Board meetings and the person so nominated shall have a right tu vote at such meetings.
In the event of the vacation of office by death, resignation or removal of a nomina-ted director, otherwise than by resignation or removal under the proviso to subsection (2)
the Minister shall nominate another person to fill such vacancy. The person so nominated shall hold office for the unexpired period of office of the member whom he succeeds.
8s.
Elected directors
The elected Directors of the
Board shall be elected by the shareholders of the Bank (other than the Government of
Sri Lanka and the Central Bank) at every
Annual General Meeting of the sareholders of the Bank, on the basis of one member for every such ten per centum of the total issued share capital of the
Bank as is owned by persons other than the Govern-ment of Sri Lanka and the Central Bank so however, that the number of the directors so elected shall not exceed the diffe:Jnce between the maximum number of
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National Development Bank of Sri Lanka directors of the Board of Directors specified under section 8 and the number of directors that may be nominated by the Minister under section 8a.
Example
If the percentage of the total issued share capital of the Bank owned by shareholders
(other than Government and, the Central
Bank) is forty per centum, such shareholders shall be entitled to elect four members.
The shareholders of the Bank (other than the Government of Sri Lanka and the
Central Bank) may, at a meeting of such shareholders convened by the Chairman at the request of five or more of such share-holders remove an elected director from office and elect another director in his place.
An elected director may resign his office by letter addressed to the Chairman in that behalf.
Where an elected director
Is temporarily unable to perform the duties of his office by reason of ill-health or other infirmity or absence from Sri Lanka, such director with the coneurrance of the Board of Directors may appoint another person to act as his alternate at Board meetings and the person so appointed shall have a right to vote at such meetings.
In the event of the vacation of office by death or resignation of an elected director or in the event of the number of elected directors being increased as a result of an increase in the shareholdings of the share-holders (other than the Government of Sri
Lanka and the Central Bank), the Board of
Directors may appoint another person to All such vacancy and the person so appointed shall hold office until the first Anrual
General Meeting of the Bank to be held after the occurence of such vacancy at which meeting he shall be eligible for election . as a director.
National Development Bank of Sri Lanka
At every Annual General Meeting of the shareholders of the Bank one-third of the elected directors or where the number of elected directors is not three or a multiple of three, then the number nearest to one-third of that number, shall retire from office and new members elected to fill such vacancy or vacancies, as the case may be, unless the shareholders (other than the Government of
Sri
Lanka and the
Central
Bank)
expressly resolve not to fill such vacancy or vacancies or a resolution for the re-election of such retiring elected director or directors, as the case may be, shall have been put to such shareholders at such meeting and been lost or the shereholdings of the shareholders (other than the Govern-ment of Sri Lanka or the Central Bank) on the day preceding the date of such meeting does not justify the filling of such vacancy.
The elected director or directors who shall retire under subsecton (6) shall be the cisseter or directors who have served longest in office as at the date of the Annual
General Meeting referred to in that subsec-tion but as between elected directors who have served for periods of equal length at that date, the director who shall retire shall be determined by lot drawn by the Chairman of the meeting.
A retiring elected director shall be eligible for re-election.
8c.
The First Board of Directors
At the first Annual General
Meeting of shareholders of the Bank to be held after the date on which this section comes into force a Board of Directors
(in this section referred to as the “ First Board ”)
shall be constituted in the manner specified in subsection (1) of section 8a and subsection (1) of section 88.
The elected members of first Board shall hold office until the date of the next
Annual General Meeting of the shareholders
6
National Development Bank of Sri Lanka
(Amenement) Act, No. 10 of 1992
of the Bank immediately following the
Annual General Meeting referred to in subsection (1).
Subject to the provisions of subsection (2), the provisions of sections 8a and 8B relating to vacation office by death, resigna-tion or removal and the temporary absence of a member of the Board, shall apply to and in respect of the members of the first
Board. ’.