Marginal note:Disclosure of conflict

• 10.1 (1) A director shall disclose to the Bank, in writing or by requesting to have it entered in the minutes of a meeting of the Board, the nature and extent of the director’s interest if the director

  • (a) is a party to a material contract or transaction, or proposed material contract or transaction, with the Bank;

  • (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction, or proposed material contract or transaction, with the Bank;

  • (c) is or is likely to be materially affected by any action taken or proposed to be taken by the Bank or the Governor under the Payment Clearing and Settlement Act; or

  • (d) is a director or an officer of, or has a material interest in, any person who is or is likely to be materially affected by any action taken or proposed to be taken by the Bank or the Governor under the Payment Clearing and Settlement Act.

• Marginal note:Time of disclosure

  (2) The disclosure shall be made as soon as the director becomes aware of the contract, transaction or action.

• Marginal note:Restriction on voting

  (3) A director who is required to make a disclosure shall not vote on any resolution to approve the contract, transaction or action, unless it relates to directors’ fees.

• Marginal note:Continuing disclosure

  (4) For the purpose of this section, a general notice to the Board by a director, declaring that he or she is a director or officer of or has a material interest in a person, and that he or she is to be regarded as interested in a contract or transaction entered into with that person or an action that affects that person, is a sufficient declaration of interest in relation to a contract or transaction with that person or action that affects that person.

Marginal note:Directors’ fees

11. The directors are entitled to receive for attendance at directors’ meetings and Executive Committee meetings such fees as may be fixed by the by-laws of the Bank.

Marginal note:Chair

12. The Governor is Chair of the Board of Directors.

Marginal note:Constitution of Executive Committee

• 13. (1) There shall be an Executive Committee of the Board consisting of the Governor, the Deputy Governor and not less than two or more than four directors selected by the Board.

• Marginal note:Deputy Minister of Finance to be member of Executive Committee

  (2) In addition to the members of the Executive Committee as constituted by subsection (1), the person who is a member of the Board by virtue of subsection 5(2) is a member of the Executive Committee, but that person does not have the right to vote.

• Marginal note:Powers of Executive Committee

  (3) The Executive Committee is competent to deal with any matter within the competence of the Board and shall keep minutes of its proceedings, which shall be submitted to the Board at its next meeting.