CHAPTER 257
PUBLIC CORPORATIONS ACT

[PRINCIPAL LEGISLATION]

ARRANGEMENT OF SECTIONS

   Section

Title

PART I
PRELIMINARY PROVISIONS

   1.   Short title.

   2.   [Omitted.]

   3.   Interpretation.

PART II
ESTABLISHMENT OF PUBLIC CORPORATIONS

   4.   President may establish a public corporation.

   4A.   Existing public corporation.

   5.   Shares of newly formed public corporation.

   6.   Powers of the responsible Minister in relation to a public corporation.

PART III
ADMINISTRATION OF PUBLIC CORPORATIONS

   7.   Principles of operation.

   8.   Establishment of Board of Directors.

   9.   Appointment of Board Members of public corporations in which the Government is the sole shareholder.

   10.   Appointment of Board Members of public corporations in which the Government is not the sole shareholder.

   11.   Qualifications for appointment to Board membership.

   12.   Limitation of appointment to Board membership.

   13.   Appointment of chief executive of a public corporation.

PART IV
ACCOUNTABILITY OF PUBLIC CORPORATIONS

   14.   Statement of corporate strategy.

   15.   Annual report, accounts and dividend.

   16.   Half-yearly report.

   17.   Information to be laid before the National Assembly.

   18.   Other information.

   19.   Audit.

   20.   Supervision of public corporations.

PART V
ESTABLISHMENT OF THE PRESIDENTIAL PARASTATAL SECTOR REFORM COMMISSION

   21.   Establishment of the Commission.

   22.   Functions of the Commission.

   23.   Powers of Commission.

   24.   Composition of Commission.

   25.   Term of office of members.

   26.   Remuneration of members.

   27.   Liability of members.

PART VI
OPERATION OF COMMISSION

   28.   Meetings.

   29.   Furnishing information to the Commission.

   30.   Seal and execution of documents.

   31.   Committees.

   32.   Staff.

PART VII
FINANCIAL PROVISION OF COMMISSION

   33.   General Fund.

   34.   Special Fund.

   35.   Accounts and audit.

   36.   Tax relief.

   37.   Fees.

PART VIII
SPECIFIED PUBLIC CORPORATIONS AND SPECIFIED GOVERNMENT MINORITY SHARES

   38.   Declaration of specified public corporation.

   39.   Powers of Commission in relation to specified public corporations.

   40.   Duty to obtain approval.

   40A.   Requirements of a specified public corporation

   41.   Duty to consult and co-operate.

   42.   Duty of Board of specified public corporation.

   43.   Powers of the Commission in restructuring specified public corporations.

   44.   Specified Government minority shares.

   45.   Powers of the Commission in relation to Government minority shares.

   45A.   Inoperative agreement.

PART IX
FINANCIAL PROVISIONS

   46.   Accounts of public corporations in which the Government is the sole shareholder.

   47.   Audit.

   48.   Transfer of shares to Treasury Registrar and redemption of other shares.

   49.   Conversion of loans and advances into equity.

PART X
MISCELLANEOUS AND TRANSITIONAL PROVISIONS

   50.   Power to reorganize public and statutory corporations.

   51.   Borrowing powers of a public corporation in which the Government is the sole shareholder.

   52.   Powers of President to make orders.

   53.   Delegation of powers.

   54.   Contract between Treasury Registrar and public corporation.

   55.   Consultancy services by former holding corporations.

   56.   Regulations.

   57.   [Repeals.]

   57A.   Dissolution or winding up of public corporation.

   58.   Certain institutions to cease to be public corporations.

   59.   Transfer of liabilities.

   60.   [Amendment of Cap. 370.]

   61.   Savings.

CHAPTER 257
THE PUBLIC CORPORATIONS ACT

An Act to make better provision for the establishment, management and streamlining of public corporations and to provide for other matters incidental to or connected with those purposes.

[16th March, 1992]
[G.N. No. 38 of 1992]

Acts Nos.
2 of 1992
14 of 1992
16 of 1993
2 of 1998
17 of 1999

PART I
PRELIMINARY PROVISIONS (ss 1-3)

1.   Short title

   This Act may be cited as the Public Corporations Act.

2.   Omitted

   [Omitted.]

3.   Interpretation

   In this Act, unless the context requires otherwise–

   "agent" means an intermediary such as a public corporation, a company or any other body appointed by the Government which owns fifty-one percent or more of the shares in any public corporation and represents the Government directly or indirectly;

   "Board" means the Board of Directors of a public corporation;

   "Chairman" means the Chairman of the Commission;

   "Commission" means the Presidential Parastatal Sector Reform Commission established by section 21;

   "divesture" means the transfer of the proprietary interest in a specified public corporation from the Government and includes the winding up or dissolution of the specified public corporation;

   "effective date" means the date from which the provisions of this Act shall apply to any specified public corporation;

   "existing law" in relation to a specified public corporation means the written law under which the specified public corporation is established as it exists immediately before the effective date, and includes any other written law or provision of a written law which applies to the specified public corporation;

   "General Fund" means the General Fund of established by section 33;

   "Government minority shares" means the equity shares or equity stake whether voting or not owned by the Government or its agent;

   "initial document" means the Memorandum of Understanding or any other similar document detailing the understanding reached during the negotiations with an investor.

   "member" means a member of the Commission;

   "Minister" means the Minister responsible for Finance;

   "public corporation" means any corporation established under this Act or any other law and in which the Government or its agent owns a majority of the shares or is the sole shareholder;

   "responsible Minister" means the Minister responsible for public corporation or the specified public corporation;

   "restructuring" in relation to a specified public corporation or specified Government minority shares, means any form of restructuring as a result of which ownership, structure or control of that specified public corporation or specified Government minority shares is altered;

   "Special Fund" means the special fund established by section 34;

   "specified Government minority shares" means the shares specified under section 44 to be specified Government minority shares;

   "specified public corporation" means a public corporation declared under section 14 to be a specified public corporation;

   "statement of corporate strategy" in relation to a public corporation means the current statement of corporate strategy for that public corporation prepared under section 14;

   "statutory corporation" means any body corporate (including a public corporation and a corporation sole) established by or under any written law but does not include any company incorporated under the Companies Act * where the whole of the share capital of the company is owned by a statutory corporation or two or more statutory corporations.

PART II
ESTABLISHMENT OF PUBLIC CORPORATIONS (ss 4-7)

4.   President may establish a public corporation

   (1) The President may by Order published in the Gazette establish a public corporation for the functions or purposes which he may specify in the Order.

   (2) Every public corporation established by an Order made under this section shall–

   (a)   have perpetual succession and a common seal;

   (b)   in its corporate name be capable of suing and being sued; and

   (c)   subject to the provisions of this Act and of any Order made in that behalf by the President, be capable of purchasing and otherwise acquiring and of alienating any property, movable or immovable.

4A.   Existing public corporation Act No. 16 of 1993 s. 3">

   Every public corporation existing on the coming into operation of this Act shall be deemed to be established pursuant to this Act and nothing in this Act or in any regulations made under this Act shall be construed as to affect any provision of any existing law or of any articles of association or any other charter or instrument of a public corporation and those provisions shall continue to have effect after the commencement of this Act.

5.   Shares of newly formed public corporation

   Every order made under section 4 establishing a public corporation shall specify, in addition to the functions of the corporation–

   (a)   the authorised share capital;

   (b)   the number of shares the government is going to subscribe; and

   (c)   the manner of the allotment of shares, if any.

6.   Powers of the responsible Minister in relation to a public corporation Act No. 16 of 1993 s. 3">

   Where the government is the sole shareholder the responsible Minister may, in writing under his hand, give the Board of Directors of the public corporation directions of a general or specific character as to the performance of its functions.

PART III
ADMINISTRATION OF PUBLIC CORPORATIONS (ss 8-14)

7.   Principles of operation Act No. 16 of 1993 s. 4">

   (1) Every Public Corporation shall operate its business according to sound commercial principles.

   (2) "Sound commercial principles" means the attainment of a real rate of return on capital employed, of at least 5% or such other figure as the Government may from time to time approve and includes the achievement of any standards of service which may be agreed upon between the Government and a public corporation.

8.   Establishment of Board of Directors Act No. 16 of 1993 s. 4">

   (1) There shall be for each public corporation a Board of Directors which shall subject to section 6 be responsible for its policy, control, management and commercial results of the affairs of the public corporation.

   (2) Without prejudice to the generality of the functions of the Board referred to in subsection (1), the Board of Directors may, upon the terms and conditions which it may deem fit and for the proper and efficient conduct of the business and activities of the public corporation–

   (a)   establish or cause to be established an efficient scheme of service for the staff of the public corporation;

   (b)   appoint at any salaries and upon any terms and conditions which it may deem fit any other officers and employees of the corporation whom it deems necessary or desirable for the effective discharge of the purposes and functions of the public corporation;

   (c)   establish a system designed to ensure the proper distribution of dividends to shareholders;

   (d)   grant gratuities, benefits and allowances to the officers and public employees of the public corporation; and

   (e)   exercise supervision over the management team of the public corporation.

9.   Appointment of Board members of public corporations in which the Government is the sole shareholder

   (1) Where the Government is the sole shareholder in a public corporation, the responsible Minister shall appoint the members to the Board.

   (2) The President shall upon advice by the responsible Minister, appoint the Chairman of the Board of Directors.

   (3) Subject to subsection (1) the quorum, proceedings and meetings of the Board of Directors and of the shareholders shall be in accordance with the provisions of the instrument establishing that Public Corporation.

10.   Appointment of Board members of public corporations in which the Government is not the sole shareholder

   Where the Government is not the sole shareholder in a public corporation, the appointment, composition, tenure and vacation of office, quorum, proceedings and meetings of the Board of Directors shall be in accordance with the provisions of the instrument establishing the public corporation.

11.   Qualifications for appointment to Board membership

   In appointing members of any Board of Directors of a public corporation, the appointing authority shall have regard of the need to appoint persons who in addition to having a sound integrity, are properly qualified and appropriately experienced in relation to the business of the public corporation in question.

12.   Limitation of appointment to Board membership

   (1) No person shall be appointed to be a member of more than three Boards at the same time, unless that member is a member by virtue of his office.

   (2) Every proposed appointment shall be forwarded to the Treasury Registrar for the purpose of giving better effect to the provisions of this section.

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