Companies (Auditing and Accounting) Act 2003

Board of directors.

11.—(1) Subject to a regulation under section 48 (1)(d), the board of directors of the Supervisory Authority is to consist of—

(a) not more than 14 directors (including the chairperson and the deputy chairperson) appointed by the Minister under subsection (2), and

(b) the person holding the office of chief executive officer who, by virtue of that office, is a director.

(2) Subject to a regulation under section 48 (1)(d), the directors appointed by the Minister shall include—

(a) 3 persons nominated jointly by agreement among the prescribed accountancy bodies,

(b) 2 persons nominated by the Minister, one of whom—

(i) is neither an officer or employee of the Minister nor a member, officer or employee of a prescribed accountancy body, and

(ii) is appointed as chairperson by the Minister,


(c) for each designated body, one person nominated by that body.

(3) Subject to a regulation under section 48 (1)(d), the board shall not include at any one time more than 4 directors appointed under subsection (2) who are members of prescribed accountancy bodies, and of those 4 directors—

(a) 3 may be nominees of the prescribed accountancy bodies, and

(b) one may be a nominee of a designated body.

(4) If, at any time, more than one designated body proposes to nominate a member of a prescribed accountancy body for appointment to the board, the designated bodies proposing to do so shall decide among themselves which one of them is to nominate such a member.

(5) The directors may select the deputy chairperson from among those directors who are not members of a prescribed accountancy body.

(6) The term of office of a director appointed under subsection (2) shall be specified by the Minister when appointing the director and, subject to subsection (12), may not be less than 3 or more than 5 years.

(7) The members of the Supervisory Authority may not instruct the directors, at any meeting of those members or by any other means, regarding the carrying out of their duties as directors of the Supervisory Authority.

(8) Section 182 of the Act of 1963 does not apply to the Supervisory Authority.

(9) A director may resign by letter addressed to the Minister and copied to the Supervisory Authority, and the resignation takes effect on the date the Minister receives the letter.

(10) At any time, the Minister may remove for stated reasons any director appointed under subsection (2), including a director nominated under subsection (2)(b).

(11) The Minister shall fill any vacancy that arises on the board as a consequence of the resignation or removal of a director by appointing a replacement nominated in the same manner as the replaced director.

(12) A director appointed under subsection (11) to replace another holds office for the remainder of the replaced director's term of office, and the same terms and conditions apply to the new appointee.

(13) The directors may act despite one or more vacancies in their numbers.