6. the following new sections are hereby inserted immediately after section 8, and shall have effect as sections 8A, 8B and 8C of the principal enactment: "
| 8A.
| | (1) The, Minister shall nominate as members of the Board of Directors"
| | | (a) three 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 twenty five per-centum or more of the issued share capital of the Bank ; or |
| (b) 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. |
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| | (2) A nominated director shall hold office for a term of four years : | | |
| | (3) The Minister may without assigning any reason therefor remove a nominated director from office. | | |
| | (4) A nominated director may resign his office by a letter in that behalf addressed to the Minister. | | |
| | (5) of 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 to vote at such meetings. | | |
| | (6) In the event of the vacation of office by death, resignation or removal of a nominated 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. | | |
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| 8B.
| | (1) 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 shareholders 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 Government of Sri Lanka and the Central Bank so however, that the number of the directors so elected shall not exceed the difference between the maximum number of 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. | | |
| | (2) 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. | | |
| | (3) An elected director may resign his office by letter addressed to the Chairman in that behalf. | | |
| | (4) 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 concurrence 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. | | |
| | (5) 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 fill such vacancy and the person so appointed shall hold office until the first Annual General Meeting of the Bank to be held after the occurrence of such vacancy at which meeting he shall be eligible for election as a director. | | |
| | (6) 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 shareholdings of the shareholders (other than the Government of Sri Lanka or the Central Bank) on the day preceding the date of such meeting does not justify the filling of such vacancy. | | |
| | (7) The elected director or directors who shall retire under subsection (6) shall be the director or directors who have served longest in office as at the date of the Annual General Meeting referred to in that subsection 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. | | |
| | (8) A retiring elected director shall be eligible for re-election. | | |
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| 8c.
| | (1) 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 8B. | | |
| | (2) The elected members of first Board shall hold office until the date of the next Annual General Meeting of the shareholders of the Bank immediately following the Annual General Meeting referred to in subsection (1). | | |
| | (3) Subject to the provisions of subsection (2), the provisions of sections 8A and 8B relating to vacation office by death, resignation 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.'. | | |
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Sri Lanka Consolidated Acts