| (1) | The Bank shall have a board of fifteen directors, consisting of— |
| (a) | a Governor and three Deputy Governors (of whom one shall be designated by the President of the Republic as Senior Deputy Governor) who shall be appointed by the President of the Republic, after consultation with the Minister and the Board, as well as four other directors appointed by the President, after consultation with the Minister; and |
| (b) | seven directors elected by the shareholders from candidates confirmed by the Panel. |
[Section 4(1) amended by section 2 of the South African Reserve Bank Amendment Act,2010]
| (1A) | Any shareholder, current director of the Bank or any member of the general public may nominate persons to serve as elected directors of the Bank in the manner as may be prescribed. |
[Section 4(1A) inserted by section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (1B) | Nominations in terms of subsection (1A) must be made in writing to the Panel and shall include a comprehensive curriculum vitae of the person nominated as well as a motivation for his or her nomination, and be submitted at least three calendar months before the ordinary general meeting of shareholders at which directors are due for election. |
[Section 4(1B) inserted by section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (a) | established by the Governor at least three months before; and |
| (b) | convened by the Governor at least two months before, |
the relevant ordinary general meeting of shareholders at which an election of directors is due to take place.
[Section 4(1C) inserted by section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (1D) | The Panel shall comprise of— |
| (a) | the Governor as chairperson; |
| (b) | a retired judge and one other person, both nominated by the Minister; and |
| (c) | three persons nominated by NEDLAC. |
[Section 4(1D) inserted by Section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (1E) | The members of the Panel referred to in subsection (1D)(b) and (c) shall be appointed by the Governor from time to time. |
[Section 4(1E) inserted by section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (1F) | In the performance by the Panel of the functions described under subsection (1G)— |
| (a) | the Governor shall have a deliberate vote and, in the event of an equality of votes, a casting vote; and |
| (b) | a quorum shall comprise of the Governor and three other members of the Panel. |
[Section 4(1F) inserted by section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (1G) | Subject to subsection (1F)(b), the Panel shall consider all nominations duly received in a manner as may be prescribed, and— |
| (a) | in respect of each candidate— |
| (i) | verify eligibility in terms of this Act and recognised central banking standards; and |
| (ii) | determine, in its discretion, whether the candidate is fit and proper to serve as a director of the Bank in terms of this Act; |
| (b) | subject to subsection (1H), compile a list of all the candidates confirmed as suitable for possible election to the Board; and |
| (c) | cause a copy of the list of candidates to be sent to shareholders no later than 30 days before the date of the relevant ordinary general meeting of shareholders. |
[Section 4(1G) inserted by section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (1H) | If, in relation to any vacancy on the Board to be filled, more than three nominees meet the criteria listed in subsection (1G)(a), only the three candidates deemed most suitable by the Panel in relation to the vacancy, shall be confirmed. |
[Section 4(1H) inserted by section 2(d) of the South African Reserve Bank Amendment Act, 2010]
| (a) | The Governor shall be a person of tested banking experience. |
| (aA) | Each director of the Bank shall be a fit and proper person with appropriate skills and experience, who shall at all relevant times— |
| (i) | act bona fide for the benefit of and in the interest of the Bank; |
| (ii) | avoid any conflict of interest between his or her interests and the interests of the Bank; |
| (iii) | possess and maintain the knowledge and skill that may reasonably be expected of a person holding the same appointment and carrying out the same functions as are carried out by the director in question in relation to the Bank; and |
| (iv) | exercise such care in the carrying out of his or her functions in relation to the Bank as may be reasonably expected of a diligent person holding the same appointment under similar circumstances and who possesses both knowledge and skill mentioned in subparagraph (iii), and any such additional knowledge and skill as the director in question may have. |
[Section 2(2)(aA) inserted by section 2(e) of the South African Reserve Bank Amendment Act, 2010]
| (b) | [Section 2(2)(b) deleted by section 3(b) of Act No. 2 of 1996] |
| (3) | Of the directors elected by the shareholders— |
| (a) | two shall be persons with knowledge and skill in commerce or finance; |
| (b) | one shall be a person with knowledge and skill in agriculture; |
| (c) | two shall be persons with knowledge and skill in industry; |
| (d) | one shall be a person with knowledge and skill in labour; and |
| (e) | one shall be a person with knowledge and skill in mining. |
[Section 4(3) amended by section 2(f) of the South African Reserve Bank Amendment Act, 2010]
| (4) | No person shall be appointed or elected as or remain a director, if that person— |
| (b) | is a director, officer or employee of a bank, bank controlling company, mutual bank, or cooperative bank; or |
| (bA) | is a Minister or a Deputy Minister in the Government of the Republic; or |
| (c) | is a member of Parliament, a provincial legislature or a Municipal Council; or |
| (d) | is an unrehabilitated insolvent; or |
| (e) | was dismissed from a position of trust as a result of his or her misconduct or has been disqualified or suspended from practising any profession on the grounds of his or her professional misconduct; or |
| (f) | was convicted of an offence listed in Part 1 or 2 of Schedule 1 to the Criminal Procedure Act, 1977 (Act No. 51 of 1977), an offence under this Act, the Prevention and Combating of Corrupt Activities Act, 2004 (Act No. 12 of 2004), the Prevention of Organised Crime Act, 1998 (Act No. 121 of 1998), the Prevention of Counterfeiting of Currency Act, 1965 (Act No. 16 of 1965), perjury, or any other offence involving an element of dishonesty in respect of which he or she has been sentenced to imprisonment without the option of a fine or to a fine exceeding R1 000; or |
| (g) | is mentally or physically incapable of performing the duties of a director; or |
| (h) | is contractually incapacitated; |
| (i) | or is an employee of Government. |
[Section 4(4) amended by section 2(g) of the South African Reserve Bank Amendment Act, 2010
| (5) | The tenure of a director shall, unless otherwise indicated or agreed by the Board, automatically terminate forthwith— |
| (a) | if the director gives notice in writing to the secretary of the Bank of his or her resignation as a director; |
| (b) | if the director, without reasonable cause, absents himself or herself from three consecutive meetings of the Board without leave of absence granted by the chairperson: Provided that the chairperson may not grant leave of absence from more than three consecutive meetings of the Board; |
| (c) | if the director fails to declare to the Bank any direct or indirect interest in any agreement or proposed agreement with the Bank; |
| (d) | if the director unlawfully discloses to any person any information described in section 33 of this Act; or |
| (e) | if the director is disqualified on the grounds described in subsection (4). |
[Section 4(5) inserted by section 2(h) of the South African Reserve Bank Amendment Act, 2010]
