Establishment of the Board
For the purposes of managing the Fund and for carrying into effect the purposes of this Act, there is hereby established a body corporate by the name of “Employees Provident Fund Board” with perpetual succession and a common seal, and which may sue and be sued in its corporate name and, subject to and for the purposes of this Act, may enter into contracts and may acquire, purchase, take, hold and enjoy movable and immovable property of every description and may convey, assign, surrender, yield up, charge, mortgage, demise, reassign, transfer or otherwise dispose of, or deal with any movable or immovable property or any interest therein vested in the Board upon such terms as it deems fit.
Membership of the Board
(1) The Board shall consist of—
(a) a Chairman;
(b) a Deputy Chairman to be appointed from amongst the persons referred to in subparagraph (d)(i);
(c) the chief executive officer, who shall be an ex-officio member; and
(d) not more than eighteen other members of whom—
(i) five shall be persons who are holding office of emolument under the Government of Malaysia or of a State;
(ii) five shall be employers contributing to the Fund and not being persons holding office of emolument under the Government of Malaysia or of a State or employed by any statutory or local authority;
(iii) five shall be employees contributing to the Fund; and
(iv) three shall be persons who shall have experience in finance, business or other relevant experience.
(2) Where the Chairman is not a representative of the Ministry of Finance, the Minister shall appoint a representative of the Ministry of Finance to be a member of the Board under subparagraph
(1)(d)(i) who shall also be appointed the Deputy Chairman.
(3) Members of the Board shall be appointed by the Minister and, subject to sections 6 and 7 shall, unless they sooner resign or their appointment is sooner revoked, hold office for such term as the Minister may determine.
(4) Members of the Board shall not be entitled to any remuneration but may be paid such honorarium and travelling and subsistence allowances as the Minister may determine.
Alternate members
(1) The Minister may in respect of each of the members appointed under subparagraph 4(1)(d)(i) appoint by name a person to be an alternate member to attend meetings of the Board in place of the member when the member is for any reason unable to attend.
(2) When attending meetings of the Board in place of a member, an alternate member shall for all purposes be deemed to be a member of the Board.
(3) An alternate member shall cease to be an alternate member when the member in respect of whom he is an alternate member ceases to be a member of the Board.
Tenure of office
Subject to subsection 7(2), sections 8 and 22, a member of the Board, other than the chief executive officer, shall hold office for a term not exceeding three years and shall be eligible for reappointment.
Resignation and revocation
(1) A member of the Board, including the Deputy Chairman, may at any time resign his office by a written notice addressed to the Chairman, and in the case of the Chairman by a written notice addressed to the Minister.
(2) The Minister may at any time revoke the appointment of a member of the Board if he thinks it is expedient so to do without assigning any reason therefor.
Vacation of office
A member of the Board shall be deemed to have vacated his office—
(a) upon his death; or
(b) upon his failure to attend three consecutive meetings of the Board without the permission of the Chairman.
Chairman and six other members to form quorum of the Board
(1) The Chairman or the Deputy Chairman and six other members shall form a quorum at all meetings of the Board.
(2) In the absence of the Chairman, the Deputy Chairman shall preside at all meetings of the Board and, may exercise all the powers of the Chairman in respect of that meeting.
(3) The Board shall have powers to determine the conduct of its proceedings.
Chairman to have casting vote
(1) If on any question to be determined there is an equality of votes, the Chairman shall have the casting vote in addition to his original vote.
(2) Where the Chairman is also the chief executive officer, he shall have no vote in his capacity as the chief executive officer.
Power of Minister to give directions
The Minister may give to the Board directions of a general nature not inconsistent with the provisions of this Act as to the exercise of the functions and powers of the Board and the Board shall give effect to those directions.
Duty to furnish the Minister with information
The Board shall furnish the Minister with such information relating to its activities as he may, from time to time, require.
Authentication of seal
All deeds, documents and other instruments requiring the seal of the Board shall be sealed with the common seal of the Board in the presence of the Chairman and the chief executive officer, or either the Chairman or the chief executive officer and one other member of the Board or any two other members of the Board, and any deed, document or instrument purporting to be sealed with the common seal of the Board and so authenticated shall until the contrary is proved, be deemed to have been validly executed:
Provided that where the Chairman is also the chief executive officer the common seal of the Board shall be sealed in the presence of the Chairman and one other member of the Board or any two other members of the Board.
Powers and duties of the Board
(1) The Board shall have such powers and shall perform such duties as are given or imposed by this Act.
(2) The Board may, by instrument under its seal, appoint any person and delegate to such person whether in Malaysia or any place outside Malaysia all or any of such powers and duties of the Board and the person so appointed may, subject to the instrument, do any act or exercise any power or carry out any duty which he is authorized by the instrument to do or execute.
(3) The Board may employ and pay agents, advocates and solicitors, bankers, stockbrokers or any other persons, to transact any business or do any act required to be transacted or done in the exercise of its powers or in the carrying out of its duties or for the better carrying into effect of the purposes of this Act.
General reserve and other reserve accounts
(1) The Board may establish and manage a general reserve and other reserve accounts.
(2) The payment into and out of the reserve accounts shall be determined by the Board.
Board may establish any committee
Notwithstanding any other provisions of this Act, the Board may appoint any person or establish any committee in respect of any matter relating to the management and administration of the Fund.
Power to grant loans and make advances to its officers and servants
The Board may grant loans and make advances to its officers and servants on such terms and conditions as the Board may determine.
Establishment and membership of the Investment Panel
(1) There shall be established an Investment Panel responsible for matters pertaining to the investments of the Fund which shall consists of the following members:
(a) the Chairman, or any other person to be appointed by the Minister, who shall be the Chairman of the Investment Panel;
(b) the Governor of Bank Negara Malaysia or his representative;
(c) a representative of the Ministry of Finance;
(d) the chief executive officer, who shall be an ex-officio member; and
(e) three other persons who shall have experience in finance, business or other relevant experience, to be appointed by the Minister.
(2) The Investment Panel shall be subject to such directions issued by the Board and approved by the Minister, from time to time.
(3) Members of the Investment Panel shall not be entitled to any remuneration but may be paid such honorarium and travelling and subsistence allowances as the Board may, with the approval of the Minister, determine.
Vacation of office
A member of the Investment Panel shall be deemed to have vacated his office—
(a) upon his death; or
(b) upon his failure to attend three consecutive meetings of the Investment Panel without the permission of the Chairman of the Investment Panel.
Quorum and conduct of proceedings
(1) The Chairman of the Investment Panel and two other members of the Investment Panel shall form a quorum at all meetings of the Investment Panel.
(2) Subject to subsection 18(2), the Investment Panel shall have powers to determine the conduct of its proceedings.
The Chairman of the Investment Panel to have casting vote
(1) If on any question to be determined there is an equality of votes, the Chairman of the Investment Panel shall have the casting vote in addition to his original vote.
(2) Where the Chairman is also the chief executive officer and he is appointed to be the Chairman of the Investment Panel, he shall have no vote in his capacity as the chief executive officer.
Disqualification from membership of the Board and the Investment Panel
The following persons shall be disqualified from being appointed as a member of the Board or the Investment Panel or if he is a member of the Board or Investment Panel he shall cease to be such a member:
(a) a person who is of unsound mind or is otherwise incapable of performing his duties;
(b) a person who has been convicted of an offence and sentenced to imprisonment for a term of not less than one year;
(c) a person who has been convicted of an offence involving fraud, dishonesty, or moral turpitude; or
(d) a bankrupt.
Disclosure of interest
(1) Every member of the Board or the Investment Panel, having directly or indirectly by himself, his spouse or children, any interest in any matter under discussion by the Board, the Investment Panel or any committee of which he is a member, shall disclose to the Board, the Investment Panel or committee, as the case may be, the fact of his interest and the nature thereof as soon as practicable after the relevant fact has come to his knowledge.
(2) Any member of the Board, the Investment Panel or committee who fails to disclose his interest as provided under subsection (1) shall be guilty of an offence and shall, on conviction, be liable to imprisonment for a term not exceeding three years or to a fine not exceeding ten thousand ringgit or to both.
(3) Every declaration under this section shall be recorded in the minutes of the Board, the Investment Panel or committee, and after any declaration made under subsection (1) the member of the Board, the Investment Panel or committee, as the case may be, shall—
(a) not take part nor be present in any deliberation or decision of the Board, the Investment Panel or committee relating to the matter; and
(b) be disregarded for the purposes of constituting a quorum of the Board, the Investment Panel or committee for such deliberation or decision.
(4) No act or proceedings of the Board, the Investment Panel or committee shall be invalidated on the ground that any member of the Board, the Investment Panel or committee has contravened the provisions of this section.
Source: Laws of Malaysia, Attorney General's Chambers of Malaysia (lom.agc.gov.my). Not a copy of the Gazette printed by the Government Printer (Interpretation Acts 1948 and 1967, s 61).
