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LAWS OF BRUNEI
CHAPTER 137
BRUNEI INVESTMENT AGENCY
S 4/84
1984 Ed. Cap. 137
Amended by
S 20/85
S 7/87
S 43/92
S 24/98
S 22/99
REVISED EDITION 2002
(15th April 2002)
Section
ARRANGEMENT OF SECTIONS
PART I
PRELIMINARY
1. Citation.
2. Interpretation.
PART II
ESTABLISHMENT AND ADMINISTRATION OF THE AGENCY
3. Establishment of the Agency.
4. Principal objects.
5. Board of directors.
6. Appointment of directors.
7. Appointment of managing director.
8. Disqualification of directors.
9. Vacancies in the office of director.
10. Meetings and decisions of the board.
11. Director’s interest in contract to be made known.
12. Preservation of secrecy.
13. Remuneration not to be related to profits.
14. Public servants.
PART III
PROVISIONS RELATING TO STAFF, TRANSFER OF FUNCTIONS, EMPLOYEES AND ASSETS ETC.
15. List of posts and appointment of employees.
16. Transfer of assets and liabilities to the Agency.
PART IV
POWERS, DUTIES AND FUNCTIONS OF THE AGENCY
17. Powers, duties and functions of the Agency.
18. Investment of funds.
19. Agency as a financial agent of the Government and manager of itsexternal assets.
20. Representatives.
PART V
MISCELLANEOUS
21. Agency’s financial year.
22. Audit.
23. Preparation and publication of annual account and annualreport.
24. Power to appoint attorney.
25. Validity of act and transactions of Agency.
26. Guarantee by Government.
27. Fiat of Attorney General.
28. Jurisdiction.
29. Power of Agency to make regulations.
30. Preliminary acts and expenses.
PART VI
TRANSITIONAL
31. Transitional provisions.
___________________________
BRUNEI INVESTMENT AGENCY ACT
An Act to establish a body corporate to be called the Brunei Investment Agency the principal objects of which shall be the holding and management of the General Reserve Fund of the Government and all external assets of the Government, to provide the Government with money management services and to carry out such other objects as His Majesty the Sultan and Yang Di-Pertuan may specify.
Commencement: 1st July 1983
PART I
PRELIMINARY
Citation.
1. This Act may be cited as the Brunei Investment Agency Act.
Interpretation.
2. In this Act, unless the context otherwise requires —
“Agency” means the Brunei Investment Agency establishedunder section 3 of this Act;
“bank” means a bank licensed under the Banking Act (Chapter 95); or the Islamic Banking Act (Chapter 168);
[S 43/92]
“board” means the board of directors of the Agency;
“director” means a director appointed under subsection (2) ofsection 5 of this Act and the chairman of the board and the deputy chairman;
“General Reserve Fund of the Government and all external assets of theGovernment” means the moneys as defined in Article 7(3) of theConstitution (Financial Procedure) Order (Const. III);
[S 20/85]
“managing director” means a director appointed undersubsection (1) of section 7 of this Act;
“Minister of Finance” in respect of the period prior to 1st January 1984 means the Menteri Besar and in respect of the period after 1st January 1984 where the context permits includes the Deputy Minister of Finance.
PART II
ESTABLISHMENT AND ADMINISTRATION OF
THE AGENCY
Establishment of the Agency.
3. (1) There shall be established an Agency to be called the “Brunei Investment Agency” which shall be a body corporate and shall have perpetual succession and may sue and be sued in its own name.
(2) The Agency shall have a common seal and such seal may, from time totime, be broken, changed, altered and made anew as to the Agency seems fit, and,until a seal is provided under this section, a stamp bearing the inscription“The Brunei Investment Agency” may be used as the common seal.
(3) All deeds, documents and other instruments requiring the seal of theAgency shall be sealed with the common seal of the Agency by the authority ofthe Agency in the presence of the managing director and of some other personduly authorised by the Agency to act in that behalf and shall be signed by themanaging director and by such duly authorised person, and such signing shall besufficient evidence that the common seal of the Agency has been duly andproperly affixed and that the said seal is the lawful common seal of theAgency.
(4) The Agency may by resolution or otherwise appoint an officer of theAgency or any other agent either generally or in a particular case to execute orsign on behalf of the Agency any agreement or other instrument not under seal inrelation to any matter coming within the powers of the Agency.
Principal objects.
4. The principal objects of the Agency shall be —
(a) to hold and manage in Brunei Darussalam and overseas the GeneralReserve Fund of the Government and all external assets of the Government;
(b) to provide the Government with money management servicesin respect of such sums as the Government may from time to time remit and inrespect of interest, dividend and any other payments or corporate actionsarising from the investment of such sums;
(ba) to take all steps and incur any expenditure that may be required in order to recover or protect assets and property that are or may be, or are or may be derived (directly or indirectly and in whole or in part) from, the property of the Government or the Agency and to hold, manage and deal with the same on such terms as the Agency (acting in its own name or by the use of subsidiaries or agents) in its absolute discretion shall see fit;
[S 22/99]
(c) to carry out such other objects as His Majesty the Sultan and YangDi-Pertuan may by Order published in the Government Gazette specify.
Board of directors.
5. (1) There shall be a board of directors of the Agency which shallbe responsible for the policy and general administration of the affairsand business of the Agency.
(2) The board shall consist of a Chairman and such number of otherdirectors as His Majesty may appoint.
(3) The board may with the approval of His Majesty invite any person as itthinks fit to attend a meeting of the board for the purpose of giving advice tothe board on any matter.
Appointment of directors.
6. (1) The directors so appointed —
(a) shall not act as delegates on the board from any commercial,financial, agricultural, industrial or other interests with which they may beconnected;
(b) shall hold office for a term not exceeding 3 years and shall beeligible for reappointment;
(c) may be paid by the Agency out of the funds of the Agency such remuneration and allowances as may be determined by His Majesty.
(2) The provisions of paragraph (b) of subsection (1) of thissection does not apply to a director who is appointed managing director undersection 7 of this Act.
Appointment of managing director.
7. (1) His Majesty shall appoint one of the directors appointedunder section 5 of this Act to be the managing director.
[S 7/87]
(2) The managing director shall be engaged on such terms andconditions of service as His Majesty may decide.
(3) The managing director shall be entrusted with the day-to-dayadministration of the Agency, and may, subject to this Act, make decisions andexercise all powers and do all acts which may be exercised or done by theAgency.
(4) The managing director shall be answerable to the board for his acts anddecisions.
(5) In the event of the absence or inability to act of the managingdirector, His Majesty may appoint a director to discharge his duties during theperiod of such absence or inability.
Disqualification of directors.
8. His Majesty may terminate the appointment of any director appointedunder subsection (1) of section 5 of this Act if he —
(a) resigns his office;
(b) becomes of unsound mind or incapable of carrying out hisduties;
(c) becomes bankrupt or suspends payment to or compounds with hiscreditors;
(d) is convicted of an offence involving dishonesty or fraud ormoral turpitude;
(e) is guilty of serious misconduct in relation to his duties;
(f) is absent, without leave, from 3 consecutive meetings of theboard; or
(g) fails to comply with his obligations under section 11 of this Act.
Vacancies in the office of director.
9. If any director dies or resigns or otherwise vacates his officebefore the expiry of the term for which he has been appointed another person maybe appointed by His Majesty for the unexpired period of the term of office ofthe director in whose place he is appointed.
Meeting and decisions of the board.
10. (1) The Chairman of the board shall summon meetings as often asmay be required but not less frequently than once in 3 months.
[S 7/87]
(2) At every meeting of the board a quorum shall consist of 3directors, and decisions shall be adopted by a simple majority of the votes ofthe directors present and voting except that in the case of an equality of votesthe Chairman shall have a casting vote.
Director’s interest in contract to be made known.
11. (1) A director who is directly or indirectly interested in acontract or investment made or disposed of, or proposed to be made or disposedof, by the Agency shall disclose the nature of his interest at the first meetingof the board at which he is present after the relevant facts have come to his knowledge.
(2) A disclosure under subsection (1) of this section shall berecorded in the minutes of the board and, after the disclosure, the director—
(a) shall not take part in any deliberation or decision of the boardwith respect to that contract; and
(b) shall be disregarded for the purpose of constituting aquorum of the board for any such deliberation or decision.
(3) No act or proceeding of the board shall be questioned by any person whois not a member of the board on the ground that a director has contravened theprovisions of this section.
Preservation of secrecy.
12. (1) Except for the purpose of the performance of his duties orthe exercise of his functions or when lawfully required to do so by any court orunder the provisions of any written law, no director, officer or employee of theAgency shall disclose to any person any information relating to the affairs of the Agency or any person which he has acquired in the performance ofhis duties or the exercise of his functions.
(2) Any person who contravenes the provisions of subsection (1) of thissection shall be guilty of an offence under this Act and shall be liable onconviction to imprisonment for 3 years and to a fine of $5,000.
Remuneration not to be related to profits.
13. No salary, fee, wage or other remuneration shall be computed byreference to the results of any money management services undertaken by or onbehalf of the Agency pursuant to this Act.
Public servants.
14. (1) The directors, including the managing director, and theofficers and employees of the Agency of every description shall be deemed to bepublic servants within the meaning of the Penal Code (Chapter 22).
(2) The officers and employees of the Agency shall be deemed to hold office in the Public Service for the purposes of the Pensions Act (Chapter 38) and shall be eligible for the allowances, pensions and gratuities provided thereunder.
PART III
PROVISIONS RELATING TO STAFF, TRANSFER OF FUNCTIONS, EMPLOYEES AND ASSETSETC.
List of posts and appointment of employees.
15. (1) The Agency may from time to time approve a list of posts (excluding the directors) which it thinks necessary for the purposes of this Act and may add to or amend this list.
(2) Subject to the provisions of this section —
(a) appointments and promotions to all posts shall be made by theAgency; and
(b) the termination of appointment, dismissal and disciplinarycontrol of the employees of the Agency shall be vested in the Agency.
(3) In the discharge of its functions under subsection (2) of this sectionthe Agency shall, if directed by His Majesty, in any particular case orgenerally, consult with the Public Service Commission before exercising any ofits powers under subsection (2).
(4) Notwithstanding the provisions of this section, the Agency may appointpersons temporarily for a period not exceeding one year to posts in the list ofposts for the time being in force.
(5) The Agency may, with the approval of His Majesty, make rules, notinconsistent with the provisions of this Act or of any other written law, for the appointment, promotion, disciplinary control and terms andconditions of service of all persons employed by the Agency.
(6) Without prejudice to the generality of subsection (5) of thissection, the Agency shall prescribe the rates of remuneration payable to personsemployed by the Agency and no person so employed shall be paid otherwise than inaccordance with such rates.
Transfer of assets and liabilities to the Agency.
16. (1) Upon the coming into operation of this Act such movable property, assets, rights, interests and privileges as constitute any part of the General Reserve Fund, together with any debts, liabilities or obligations connected therewith or appertaining thereto shall be deemed to have been transferred to and vested in the Agency without the requirement of any further action.
(2) The Minister of Finance shall have power to do all acts or things thathe considers necessary or expedient to give effect to the provisions ofsubsection (1) of this section.
(3) If the question arises as to whether —
(a) any of the functions, duties and powers; or
(b) any movable property, assets, rights, interests, privileges,debts, liabilities and obligations,
have been transferred to or vested in the Agency under subsection (1) of thissection, a certificate executed by the Minister of Finance shall be conclusiveevidence of such transfer or vesting.
PART IV
POWERS, DUTIES AND FUNCTIONS OF THE AGENCY
Powers, duties and functions of the Agency.
17. (1) The Agency may, for the purpose of carrying out theprovisions of this Act, exercise and discharge the following powers, duties and functions, that is to say, it may —
(a) open and operate securities and cash clearing accounts and placedeposits on such terms as it may decide;
(b) purchase, acquire by exchange or other means, hold, sell orotherwise dispose of various types of investment assets as shall be specificallyauthorised by this Act or by His Majesty on the recommendations of theBoard;
(c) borrow money, establish credits and give guarantees in anycurrency inside and outside Brunei Darussalam on such terms and conditions as itmay deem fit;
(d) open and operate accounts with central banks outside Brunei Darussalam;
(e) purchase, acquire or develop, inside or outsideBrunei Darussalam facilities for accounting for and reporting on the assets andliabilities of the General Reserve Fund and any other assets or liabilitiesvested in the Agency;
(f) enter into contracts with third parties inside or outside Brunei Darussalam for the purpose set forth in section 20 of this Act;
(g) underwrite loans and securities in which it may invest;
(h) undertake the issue and management of loans publiclyissued by the Government or by any public authority;
(i) pay the expenses of the Agency, including specifically anypayments contemplated by sections 6(1) (c) , 7(2), 15(6) and 20 (b) of this Act out of the assets transferred to and vested in the Agency pursuantto section 16(1) of this Act; and
(j) do generally all such things as may be commonly done by investmentmanagers and are not inconsistent with the exercise of its powers or thedischarge of its duties under this Act.
(2) After the coming into operation of this Act, there shall be vested inthe Agency such other functions, duties and powers as His Majesty may, from timeto time, by notification in the Government Gazette , specify.
Investment of funds.
18. Investments which the Agency may hold, as provided inparagraph
(b) of subsection (1) of section 17 of this Act shall include—
(a) gold coin or bullion and other precious metals;
(b) real property and interests therein;
(c) notes, coin, bank balances and money at call in such country orcountries as may be approved by the board;
(d) Treasury bills of such government or governments as may beapproved by the board;
(e) securities of, or guaranteed by, such government orgovernments or international financial institutions as may beapproved by the board;
(f) such other classes of investments assets as may beauthorised by the board from time to time and set forth in a written investmentguideline to the Agency; and
(g) such other specific investments not otherwise authorisedhereunder as may be authorised by His Majesty on therecommendation of the board.
Agency as a financial agent of the Government and manager of its externalassets.
19. (1) The Agency shall act as a financial agent of theGovernment.
(2) Whenever the Agency receives and disburses Government moneys itshall keep account thereof.
(3) The Agency may act generally as representative for theGovernment on such terms and conditions as may be agreed between the Agency andthe Government, where the Agency can do so appropriately and consistently withthe provisions of this Act and with its duties and functions.
Representatives.
20. In the exercise of its powers and the performance of its functionsunder this Act the Agency may —
(a) establish offices and representatives at such places outside Brunei Darussalam as it thinks fit;
(b) arrange or contract with and authorise a person or persons,which may be individuals or corporate entities, to act as agent orrepresentative of the Agency outside Brunei Darussalam, including the performance of investment management, legal, auditing and measurement ofinvestment performance activities on behalf of the Agency, and in conjunctionwith the performance of such activities such agents or representatives may bepaid fees for services rendered and may be reinbursed by the Agency forout-of-pocket expenses.
PART V
MISCELLANEOUS
Agency’s financial year.
21. The financial year of the Agency shall begin on the 1st day of January and end on the 31st day of December of each year except that for the year 1983 the financial year shall begin on the date of the establishment of the Agency and shall end on the 31st day of December 1983.
Audit.
22. The accounts of the Agency shall be audited by the Auditor Generalor by such independent auditors as His Majesty may appoint.
Preparation and publication of annual account and annual report.
[S 24/98]
23. The Agency shall within 6 months from the close of its financialyear submit to His Majesty the Sultan and Yang Di-Pertuan of Brunei Darussalamin Council —
(a) a copy of the annual accounts; and
(b) a report by the Board on the working of the Agencythroughout the year.
Power to appoint attorney.
24. The Agency may, by instrument under its common seal, appoint aperson (whether in Brunei Darussalam or in a place outside Brunei Darussalam) to be its attorney, and the person so appointed may,subject to the instrument, do any act or execute any power or function which heis authorised by the instrument to do or execute.
Validity of act and transactions of Agency.
25. The validity of an act or transaction of the Agency shall not becalled in question in any court on the ground that any provision of this Act hasnot been complied with.
Guarantee by Government.
26. The Government shall be responsible for the payment of all moneysdue by the Agency but nothing in this section authorises a creditor or otherperson claiming against the Agency to sue the Government in respect of hisclaim.
Fiat of Attorney General.
27. No prosecution in respect of any offence under this Act shall beinstituted without the consent in writing of the Attorney General.
Jurisdiction.
28. Notwithstanding the provisions of any other written law, a Courtof a Magistrate has jurisdiction to try all offences under this Act and toimpose the full penalty prescribed therefor.
[S 7/87]
Power of Agency to make regulations.
29. The Agency may, with the approval of His Majesty, make regulationsfor the better carrying out of the objects and purposes of this Act.
Preliminary acts and expenses.
30. Notwithstanding the provisions of section 1 of this Act theMinister of Finance may at any time before the date of the coming into operationof Part II of this Act do all such acts and incur all such expenses as he mayconsider necessary in connection with the establishment of the Agency; and uponthat date all such acts and expenses shall be deemed to have been done andincurred by the board.
PART VI
TRANSITIONAL
Transitional provisions.
31. Any legal proceeding or cause of action pending or existing immediately before the commencement of this Act by or against the Government in respect of any functions or assets which under and by virtue of this Act are transferred to, or vested in, the Agency, may be continued and enforced by or against the Agency as it might have been by or against the Government, as the case may be, had this Act not come into operation.
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URL: http://www.commonlii.org/bn/legis//bia137307