CHAPTER 154
PARASTATAL CORPORATIONS ACT

Arrangement of Sections

Note: This Act has never been brought into force. It has however been included in this book because it is commonly cited in practice.

PART I

PRELIMINARY

1. Short title and commencement.

2. Interpretation.

PART II

ESTABLISHMENT OR CONTINUATION

3. Establishment of parastatal corporations.

4. General characteristics of a parastatal corporation.

5. Limited liability of share holder.

PART III

THE BOARD OF DIRECTORS

6. Board of Directors.

7. Meetings of the Board.

8. Direction of the Appointment Authority.

9. Decision of the Board not invalid by reason of irregularity, etc.

10. Secretary of the Board.

11. Indemnity.

PART IV

MANAGEMENT AND STAFF

12. Chief Executive Officer of parastatal corporation.

13. Staff.

PART V

ACCOUNTABILITY

14. Statement of corporate intent.

15. Manpower plan.

16. Annual reports accounts, auditor's report, etc.

17. Half-yearly report.

18. Other information to be delivered by a Board of parastatal corporation.

19. Information to be delivered to the Cabinet.

PART VI

MISCELLANEOUS

20. General powers of the Appointing Authority.

21. Protection against disclosure.

22. Vesting of assets of the Republic in a parastatal corporation.

23. Settlement of dispute by Appointing Authority.

24. Dissolution of a parastatal corporation.

25. Regulations.

FIRST SCHEDULE

SECOND SCHEDULE

2 of 1989.

PART I

PRELIMINARY

1. Short title and commencement.

This Act may be cited as the Parastatal Corporations Act, and shall come into operation on such date as the President may, by Notice published in the Gazette appoint.

2. Interpretation.

In this Act—

"Appointing Authority" means the Minister for the time being responsible for parastatal corporations;

"director" means a person appointed on the Board of a parastatal corporation;

"Board" means the Board of directors of a parastatal corporation;

"parastatal corporation" means a parastatal corporation established or continued under section 3.

PART II

ESTABLISHMENT OR CONTINUATION

3. Establishment of parastatal corporations.

(1) The Appointing Authority may, by an Order published in the Gazette

(a) establish a parastatal corporation; or

(b) continue under this Act as a parastatal corporation, a corporation established or incorporated by or under any other written law.

(2) Where an Order is made under subsection (1)(b) the parastatal corporation in respect of which the Order is made shall be deemed to have been established under this Act and the written law by or under which the parastatal corporation was originally established or incorporated shall cease to apply to it.

(3) Any asset, property, right, debt, liability or obligation of a corporation which existed immediately prior to the coming into force of an Order under subsection (1)(b) in respect of that corporation shall be the asset, property, right, debt, liability or obligation of the parastatal corporation continued under that Order and—

(i) all contracts, agreements, arrangements and undertakings entered into with, and all securities lawfully given to, or by, the corporation and in force immediately prior to the coming into force of the Order under subsection (1)(b) are deemed to be contracts, agreements, arrangements and undertakings entered into with, and securities given to, or by, the parastatal corporation;

(ii) all proceedings by or against the corporation and pending immediately prior to the coming into force of the Order are deemed to be proceedings by or against the parastatal corporation; and

(iii) any reference in any written law to the corporation shall, after the coming into force of the Order, be read as a reference to the parastatal corporation.

(4) An Order made under subsection (1)—

(a) shall set out—

(i) the name, registered address, objects, functions and powers of the parastatal corporation;

(ii) where the parastatal corporation has or is to have a share capital—

A. the number of shares which makes up the share capital and the nominal value of the shares;

B. if there are more than one class of shares, the name of each class of shares, their nominal value and the rights and obligations attached to each class;

(iii) in the case of an Order under subsection (1)(b), the written law under which the corporation which is continued as a parastatal corporation under that Order was established or incorporated;

(b) may provide for—

(i) any matter relating to the assets, capital, fund, finance, administration and management of the parastatal corporation;

(ii) any matter necessary for the better carrying out of the objects of the parastatal corporation, and

(c) in the case of an Order under subsection (1)(b), may repeal or amend the written law under which the corporation which is continued as a parastatal corporation under that Order was established or incorporated and may provide for the striking off of from any register kept pursuant to the written law of the name of the corporation by which the corporation was known under the written law.

4. General characteristics of a parastatal corporation.

A parastatal corporation—

(a) shall be a corporate body;

(b) shall have a seal;

(c) may acquire, hold and dispose of moveable or immoveable property; and

(d) may do all other things necessary for the purposes of carrying out its objects.

5. Limited liability of share holder.

The liability of the holder of shares in a parastatal corporation which has a share capital to contribute towards the assets of the parastatal corporation or, in the winding up of the parastatal corporation, towards payment of the debts and liabilities of the parastatal corporation is limited to the amount for the time being not paid up, or not credited as paid up, of the nominal value of the shares.

PART III

THE BOARD OF DIRECTORS

6. Board of Directors.

(1) A parastatal corporation shall have a Board of directors consisting of not less than three directors who shall be appointed by the Appointing Authority by Notice published in the Gazette.

(2) The Appointing Authority shall appoint one of the directors to be the Chairman, and another director to be the Vice-Chairman, of the Board.

(3) The Appointing Authority shall, before appointing a person to be a director, satisfy himself that the person does not have an interest which is likely to prejudicially affect the discharge by the person of his functions as director and to this end the Appointing Authority shall require the person whom he intends to appoint as a director to furnish the Appointing Authority with a declaration of interest in such form as the Appointing Authority may from time to time determine.

7. Meetings of the Board.

Unless otherwise provided in an Order made under section 3(1) the First Schedule has effect with respect to the meetings, quorum and proceedings of the Board of a parastatal corporation.

8. Direction of the Appointment Authority.

The Appointing Authority may give to the Board of a parastatal corporation directions in writing on the policy to be followed by the Board or of a general nature relating to the performance of the functions of the parastatal corporation or to its management, and the Board shall comply with the directions.

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